Terms and Conditions

Owl Tutors Limited – Client Terms and Conditions

BACKGROUND:

These Terms and Conditions shall apply to the provision of Services by the Agency to the Client.

In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Agency in writing.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agency” Means Owl Tutors Limited, a company registered in England under number 07679444 whose registered office is at Unit 2a, Plough Brewery, 516 Wandsworth Road, London, SW8 3JX;
“Tutor” means any person introduced by the Agency to the Client for an Engagement;
“Client” means any person, firm or company including any associates or subsidiaries to whom a Tutor is introduced;
“Engagement” means any tutoring Engagement or use by a Client of a Tutor whether part or full time, with or without a contract;
“Exceptional Fee” means the fee payable by the Client to the Agency in the exceptional circumstance that the Client directly engages the Tutor to the exclusion of the terms of this agreement;
“Introduction” an introduction will be deemed to have taken place where the Agency has provided a Client with any contact details of a Tutor.
“Rate” means the hourly rate agreed by the Client for the Tutor’s services.

2. The Contract

2.1 Any and all Engagements entered into between the Agency and the Client will be subject to these Terms and Conditions and in the event of any conflict with any other Terms and Conditions these terms shall prevail unless agreed otherwise in writing by a Director of the Agency.

2.2 No modification or change to these Terms and Conditions will be valid unless the details of any such changes are agreed in writing by the Agency.

2.3 In the event that any part(s) of these Terms and Conditions or part thereof is declared to be invalid, unlawful, void or unenforceable then such terms or parts shall be severed and the remaining terms and conditions shall continue to be valid and enforceable to the fullest extent of the law.

2.4 A Client request for an Introduction of a Tutor to the Client shall be deemed an acceptance of these Terms and Conditions.

2.5 These Terms and Conditions supersede all previous terms of business.

3. The Agency’s Obligations

3.1 The Agency shall use its best and reasonable endeavours to find suitable and willing Tutors to fill the Client’s requirement for the provision of the Tutor’s Services based on the specifications notified to the Agency by the Client. The Agency is under no obligation to assist with the Client’s requirements and is at liberty to decline a request.

3.2 The Agency will endeavour to ensure that all Tutors introduced to the Client have the experience, qualifications, and authorisations which are required by the Client, by law or by any professional body, for the Services that the Client requires.

3.3 The Agency cannot guarantee to find a Tutor suitable to an exact match required by the Client and gives no warranties as to the suitability of any Tutor.

4. The Client’s Obligations

4.1 The Client shall provide to the Agency all information which is reasonably required for the Agency to provide the Services.

4.2 The Client must provide the Agency with details of the qualifications, experience, and any other requirements essential to the Engagement of a Tutor, including the date of commencement of the Engagement, the duration, the hours and satisfaction of academic level sought.

4.3 The Client must not seek to directly employ any Tutor provided by the Agency, however, in the event that the Client makes, and the Tutor accepts a direct Engagement with the Client, the Client must pay an Exceptional Fee equal to 40% + VAT of the annual expected earnings agreed between the Client and the Tutor or £4,500 + VAT, whichever is greater.

4.4 In respect of Clause 4.3 above, the Client must notify the Agency immediately of the acceptance of any offer of the direct employment that is made to a Tutor and provide details of the Tutor’s remuneration to facilitate the calculation of the Exceptional Fee.

4.5 The Client acknowledges that the Agency is under no obligation to provide the introduction of the Tutor for the Engagement until all required information has been provided by the Client.

4.6 The Client shall inform the Agency immediately in the event that any relevant information changes following the submission of that information to the Agency.

4.7 It shall be the sole responsibility of the Client to ensure that Tutors are suitable for the relevant Engagement.

5. Fees and Payment

5.1 It is the responsibility of the Client to agree to the Tutor’s Rate applicable to the Engagement.

5.2 The Client will be responsible for the time spent by the Tutor on scheduled tuition sessions.

5.3 Tuition fees will be non-refundable once tuition sessions have commenced and or have taken place.

5.4 The Agency, acting on behalf of the Tutor, reserves the right to request a Client pays a deposit for tuition fees for the sum of £500. Such deposit to be refunded at the termination of the Engagement.

5.5 The Client will be accountable for time spent by the Tutor outside of the scheduled tuition sessions in instances where the Client has instructed the Tutor to do so.

5.6 The Client will be billed at the rate agreed between the Client and the Tutor in circumstances in which instructions are given to the Tutor to:

5.6.1 prepare specific assessments and report on these; and/or

5.6.2 review specific work i.e., coursework or individual assessments and provide feedback.

5.7 The Agency, acting in its capacity as Agent of the Tutor, will raise an invoice in respect of services provided by the Tutor and will present this to the Client for payment.

5.8 Value Added Tax (VAT) will not be applied to the payment by the Client of the fees due to the Tutor.

5.9 The Client must pay the Tutor’s fees upon receipt of the invoice.

5.10 Payment must be made by Direct Debit or Credit/Debit Card set up via the Agency’s online portal. Cash and cheques payments are not acceptable methods of payment.

5.11 The Client will not be liable for any fees until a Tutor commences an Engagement when the Agency will render an invoice to the Client.

5.12 The Agency reserves the right to charge interest at the rate of 8% above Barclays Bank rate of interest per annum on any invoiced fees that remain unpaid by the Client from the due date to the date of payment.

6. Cancellation

6.1 In the event that a Client who engages a Tutor to supply tuition sessions of two hours or less a week cancels with less than seven days advanced written notice, the Tutor reserves the right to bill the Client for the scheduled session.

6.2 In the event that a Client who engages a Tutor to supply tuition sessions of more than two hours a week cancels with less than 28 days advanced written notice, the Tutor reserves the right to bill the Client for the scheduled session.

7. Privacy and Data Protection

7.1 The Client’s attention is drawn to the Privacy and Data Protection policies which can be found at: [https://owltutors.co.uk/privacy/]

8. Liability

The Agency shall not be liable or responsible for any loss or damages of any nature whether direct or indirect including any loss of profits or any consequential damages suffered or incurred by the Client as a result of the Introduction of a Tutor to the Client by the Agency, the Engagement of a Client Introduced by the Agency or the failure of the Agency to Introduce any Tutor to the Client.

9. Indemnity

The Client shall indemnify the Agency against any costs, liability, damages, loss, claims or proceedings which may arise out of its use of the Services or out of any breach of any part of these Terms and Conditions.

10. Force Majeure

Neither Party to these Terms and Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

11. Law and Jurisdiction

11.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

11.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.



Owl Tutors Limited – Tutor (Principal) Terms and Conditions

BACKGROUND:

These Terms and Conditions shall apply to the provision of services by the Agency to the Tutor (Principal).

In the event of conflict between these Terms and Conditions and any other terms and conditions, the former shall prevail unless expressly otherwise agreed by the Agency in writing.

1. Definitions and Interpretation

1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Data Protection Legislation” means any and all legislation and other regulatory requirements from time to time in force governing the collection, holding, and processing of personal data including, but not limited to, the Data Protection Act 2018 or any successor legislation, and EU Regulation 2016/679 General Data Protection Regulation (GDPR) and any other directly applicable EU regulation relating to privacy and data protection (for so long as EU law has legal effect in the UK);
“Client” means any person, firm or company including any associates or subsidiaries to whom a Principal is introduced;
“Agent” Means Owl Tutors Limited, a company registered in England under number 07679444 whose registered office is at Unit 2a, Plough Brewery, 516 Wandsworth Road, London, SW8 3JX;
“Principal” means any tutor introduced by the Agency to a Client;
“Services” means the delivery of tuition to a Client or any supplementary activities that may be requested by the Client in support of that tuition;
“Rate” means the hourly rate agreed by the Client for the Principal’s services.

2. Appointment of Agent

2.1 The Principal hereby appoints the Agent as its non-exclusive agent, and the Agent hereby agrees to act in that capacity.

2.2 The above appointment of the Agent shall be for the introduction of the Principal to members of the public for Services, and shall be subject to these terms and conditions.

2.3 The Agent shall at all times act dutifully and in good faith in all relations and dealings with and on behalf of the Principal.

3. Agent’s Obligations

3.1 The Agent shall use its best endeavours to find and obtain customers for the Services provided by the Principal, and shall be authorised to negotiate and enter into contracts for the delivery of the services in the name of and on behalf of the Principal, without prior reference to the Principal.

3.2 The Agent shall:

3.2.1 have the right to negotiate on the Principal’s behalf and in doing so amend the Rate provided the Principal continues to receive his/her agreed net proceeds;

3.2.2 For the avoidance of doubt in the event that the Agent negotiates a lower Rate per session without agreeing this with the Principal, the shortfall in the Rate will be deducted from the Agent’s fee;

3.2.3 make no guarantee of success in its endeavours to secure introductions on behalf of the Principal.

3.3 The Agent shall (at its own cost and expense) be responsible for:

3.3.1 promoting and advertising the Principal’s services to such extent as the Principal may reasonably require.

3.4 The Agent shall issue invoices for all sums due to the Principal pursuant to these terms and conditions, collect payment of monies in respect of such sums on behalf of the Principal, keep them in a separate bank account as trustee for the Principal.

3.5 The Agent shall take such action as the Principal may from time to time request to seek to collect the debts owed to the Principal by customers or to assist the Principal in taking such action.

4. Principal’s Obligations

The Principal shall:

4.1 act dutifully and in good faith in all relations and dealings with the Agent;

4.2 supply the Agent with such advertising, promotional information, and any other documentation necessary for the purpose of promoting the Services;

4.3 by expression in and acceptance of an interest in an introduction confirm acceptance of these terms and conditions;

4.4 irrevocably assign any and all copyright to the Agent where the Principal has created copy on behalf of the Agent or submitted content for the Agent’s website;

4.5 provide the Agent with detailed information on time spent on each tutoring session to enable the Agent to invoice the Client at the end of each session;

4.6 to be responsible for taxes due within their tax domicile and to provide the Agent with a tax reference number from the jurisdiction where they are based

5. Financial Provisions

5.1 In consideration of the obligations undertaken by the Agent hereunder, the Principal shall pay the Agent commission in respect of the introduction of the Principal’s Services, and for the carrying out of the Agent’s obligations under clause 3 above.

5.2 The Principal shall pay the Agent a commission equal to, unless otherwise agreed between the Parties, at a rate of 40% plus Value Added Tax (VAT) of the payments received from the Client.

5.3 The Agent will not compensate a Principal in the event that a Client defaults on their obligations to pay for the Principal’s services.

6. Force Majeure

6.1 For the purposes of these terms and conditions “Force Majeure” means, in relation to either party, any circumstances beyond the reasonable control of that party.

6.2 Neither party shall be deemed to be in breach of these terms and conditions or otherwise liable to the other by reason of any delay in performance or the non-performance of any of its obligations under these terms and conditions to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party. The time for performance of any obligation so affected shall be extended accordingly.

7. Confidential Information

7.1 All personal information that the Agent or the Principal (“First Party”) may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and the rights thereunder of the other party being, as the case may be, either the Agent or the Principal (“Other Party”) and the rights under the Data Protection Legislation of any third Party.

8. Relationship of the Parties

8.1 The relationship of the parties under these terms and conditions shall be that of Agent and Principal. Nothing in these terms and conditions shall be construed to place the parties in the relationship of partners, employer, employee, worker or joint venturers.

8.2 Neither party shall have the right or power to obligate or bind the other in any manner whatsoever.

9. Severance

The Parties agree that, in the event that one or more of the provisions of these terms and conditions is found to be unlawful, invalid, or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these terms and conditions. The remainder of these terms and conditions shall be valid and enforceable.

10. Law and Jurisdiction

10.1 These terms and conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

10.2 The Parties irrevocably agree that any dispute, controversy, proceedings, or claim arising out of or in connection with these terms and conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.