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Terms and Conditions

Consultancy Terms and Conditions

1. Definition

1.1 In these Terms and Conditions the following wording shall have the following meanings:

1.1.1 “Confidential Information” means all information relating to or provided by Educand which is designated as confidential including but not limited to Materials, trade secrets, methodologies, suppliers lists, costs and pricing, unpublished financial information, business plans, marketing data, memoranda papers, letters, emails, any patents, trademarks and service marks, rights in designs, trade, business or domain names, database rights, topography rights, copyrights (including rights in computer software) whether or not registered and including applications for (and the right to apply for) registration of any such thing and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world for the full period of them and all extensions or renewals of them;

1.1.2 ”Disclosure and Barring Service (DBS) ” means the services established under the Protection of Freedoms Act 2012;

1.1.3 “Effective Date” means the date as set out in the letter attached hereto;

1.1.4 “Fees” means the Fees as set out in the letter attached hereto;

1.1.5 “Good Industry Practice” means the exercise of that degree of skill, diligence, care, prudence, efficiency and foresight and timelines as would reasonably and ordinarily be expected from a Consultancy within the relevant industry and business sector engaged in the United Kingdom or International, in services equivalent to or comparable with the Services, acting in good faith and with sufficient financial resources to perform the obligations under this Agreement;

1.1.6 Intellectual Property Rights” means all intellectual property rights including but not limited to any and all patents, registered design, Materials, copyright, database rights, design rights, topography rights, trade marks, service marks, trade name, moral rights, domain names, application to register any of the aforementioned rights, trade secrets, inventions, right in unpatented know-how, right of confidence and any other intellectual or industrial property rights of any nature whatsoever whether registered or not registered or capable of registration and all applications for or right to apply for any of these and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached hereto;

1.1.7 Materials” means all documents (including but not limited to lists of clients or customers or establishments, correspondence, plans, drawings, accounts and other documents of whatsoever nature and all copies of them, whether on paper, computer memory disc or otherwise made) made, compiled or acquired by the Consultancy or provided by Educand during the provision of the Services and concerning the business, finances or affairs of Educand, or the client together with any other property of Educand in the Consultancy’s possession;

1.1.8 “Material Breach” means any breach of clauses 7, 8, 9 and 15 shall be regarded as a Material Breach or in relation to any other obligation under these Terms and Conditions a series of Minor Breaches by either party of its obligations hereunder which adversely, materially and substantially affect the performance or delivery of the Services or otherwise compromise the reputation, integrity or confidentiality of Educand or any of its subsidiaries or holding companies; or a Minor Breach of a specific obligation in respect of which either party has served two consecutive notices under the terms of these Terms and Conditions concerning the same or similar circumstances from where the other party has failed to remedy that breach under the terms these Terms and Conditions;

1.1.9 “Minor Breach” means a delay or non performance by either party of its obligations under the terms of this Agreement as a direct result of the other party’s default which does not materially, adversely or substantially affect the performance or delivery of the Service;

1.1.10 “Services” means the delivery of the Services as set out in the letter attached hereto;

1.1.11 “Term” means the term from the Effective Date to the Termination Date;

1.1.12 Termination Date” means the date as set out in the letter attached hereto or such earlier date on which these Terms and Conditions is determined in accordance with clause 9 (Termination) of these Terms and Conditions;

1.1.13 “Working Day” means any day (other than a Saturday or Sunday) on which the banks in London are open for business and “Working Days” shall be construed accordingly;

1.1.14 The interpretation and construction of these Terms and Conditions shall be subject to the following provisions:-

a) words importing the singular meaning include where the context so admits the plural meaning and vice versa;

b) words importing the masculine include the feminine and the neuter;

c) reference to a clause is a reference to the whole of that clause unless stated otherwise;

d) references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted;

e) references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees;

f) the words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”;

g) headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions;

h) in the event and to the extent only of any conflict between the clauses and the remainder of the appendices, the clauses shall prevail over the remainder of the appendices;

i) references to clauses or Schedules are references to clauses or Schedules to these Terms and Conditions, references to paragraphs are to paragraphs of the relevant Schedule.

 

2. Standard Terms

2.1 The Consultancy shall perform the Services as requested in writing from time to time and agreed by both parties for the duration of the Term.

2.2 If requested and/or required the Consultancy, prior to commencing the Services and at its own expense, has an enhanced disclosure check made through the Disclosure and Barring Service (DBS) for its’ Consultant(s) and the Consultancy holds a satisfactory current disclosure certificates for each.

2.3 The Consultancy must not make, any press announcements, written publication or publicise these Terms and Conditions or any information relevant to the Services or be involved either directly or indirectly in any press announcement, written publication, liaising in any way with the media about Educand or the Services. If approached by the media the Consultancy must immediately contact Educand.

2.4 The Consultancy shall take out and maintain all appropriate insurances including professional indemnity and public liability with a reputable insurance company and will, when requested, supply Educand with copies of current certificates.

2.5 The Consultancy shall comply with all relevant health and safety legislation and shall take all reasonable steps to ensure that the Services are provided in a safe, healthy and supportive environment. Where the services take place on Educand premises, Educand shall provide reasonable working conditions and facilities.

2.6 Educand cannot guarantee any volumes under this Agreement and shall not be obliged to engage the Consultancy for any of the Services and the Consultancy shall not be obliged to accept any engagement offered by Educand.

2.7 The Consultancy shall supply all stocks, materials, consumables and equipment to its Consultant(s) as is necessary for the proper performance of the Services including but not limited to its own computer equipment and mobile phones.

2.8 The Consultancy shall work with Educand on such dates and times to be mutually agreed between the parties.

2.9 The working day shall comprise of a minimum of eight (8) hours unless otherwise defined in these Terms and Conditions. Additional time in a working day may be required to be worked for the proper provision of the Services by the Consultancy but such additional time shall not be chargeable without prior written consent from We Educand.

2.10 The Consultancy shall pay the utmost regard to the standing and reputation of Educand and not do anything (by act or omission) which may:

2.10.1 damage the reputation of Educand

2.10.2 bring Educand into disrepute;

2.10.3 attract adverse publicity to Educand; or

2.10.4 harm the confidence of the public in Educand

2.11 The Consultancy shall not have any rights whatsoever under these Terms and Conditions to sick pay, holiday pay or any other recognizable employee benefits and the Consultancy hereby indemnifies Educand against any such claim.

 

3. Delivery of Services

3.1 The Consultancy shall:

3.1.1 perform the Services in accordance with Good Industrial Practice and within the terms of these Terms and Conditions;

3.1.2 faithfully and diligently perform the Services and use best endeavours to promote and protect the interests of Educand

3.1.3 have the suitable skills, qualifications and experience and procures that as long as he is present at any premises requested by Educand he complies with all requirements relating to safety, security and personal conduct;

3.1.4 attend any of Educand and/or contract premises within the United Kingdom upon reasonable notice and with prior agreement;

3.1.5 make such reports to Educand (or such other person or persons as it may direct) on any matters concerning the Services as Educand may reasonably require and comply with all requirements applicable to the Services;

3.1.6 follow all reasonable directions given to it by Educand, though it is agreed ultimate control rests with the Consultancy;

3.1.7 work such additional hours during each Working Day as are necessary for the proper performance of the Services.

 

4. Conflict of Interest and Status of Consultancy

4.1 During the Term, the Consultancy may accept and perform engagements from other companies, firms or persons provided that the Consultancy does not accept contracts to supply services to third parties which would:

4.1.1 compromise or create a conflict of interest with its obligations included but not limited to entering into a direct contractual relationship with any Educand clients without the prior written consent of Educand.

4.1.2 cause a breach of any of the Consultancy’s obligations;

4.1.3 render the Consultancy to have a relationship (direct or indirect) with a competitor of Educand.

4.2 For avoidance of doubt, Educand shall not be obliged to engage the Consultancy for any services and the Consultancy shall not be obliged to accept any engagement offered by Educand.

4.3 The Consultancy shall not without the prior written authorisation of Educand ;

4.3.1 have any authority to incur expenditure in the name of or for the account of Educand;

4.3.2 hold himself out to be the servant, legal partner or agent of Educand; or

4.3.3 do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of Educand.

4.4 The restrictions imposed on the Consultancy by clauses 4.1, 4.2 and 4.3 apply to the Consultancy acting:

4.4.1 directly or indirectly; and

4.4.2 on the Consultancy’s behalf or on the behalf of or in conjunction with, any firm, company or person.

4.5 The Consultancy undertakes to Educand that it will duly pay any taxes and National Insurance Contributions which are due in relation to the payments of the Fees to be made by Educand pursuant to these Terms and Conditions and further agrees to fully indemnify Educand in respect of all and any income tax and National Insurance Contributions which may be found due from Educand on any payments made under these Terms and Conditions together with any interest, penalties or gross-up.

4.6 Nothing in these Terms and Conditions shall render the Consultancy as an agent or partner of Educand and the Consultancy shall not hold itself out as such.

 

5. Fees and Payments

5.1 In consideration of the Services requested by Educand and delivered by the Consultancy, Educand shall pay the Fees plus Value Added Tax (VAT) if applicable, within 30 days on receipt of a valid invoice delivered to Educand in accordance with these Terms and Conditions or such other timeframe as may be stated within this Agreement, by bank credit transfer (BACS).

5.2 The Fees shall be subject to the satisfactory performance of the Services and completed within agreed timescales. Delays in providing the Services may lead to the Fees being withheld or withdrawn.

5.3 The invoice shall be submitted after completion of the Services and shall have attached any other documents as requested by Educand including all appropriate receipts for reasonable expenses properly incurred in performance of the Services, and which have been agreed in advance.

5.4 No Fees shall be payable to the Consultancy in respect of any period during which the Consultancy does not perform the Services.

5.5 Payment by Educand shall be without prejudice to any claims or rights which Educand may have against the Consultancy and shall not constitute any admission by Educand as to the satisfactory performance by the Consultancy of the Services or as to the Consultancy’s compliance with its obligations under these Terms and Conditions.

5.6 The Consultancy agrees that any unsatisfactory Services shall be corrected or undertaken by the Consultancy at his own time and expense.

5.7 The Consultancy undertakes to maintain good and accurate records of evidence of all expenditure claimed under these Terms and Conditions for inspection by Educand.

5.8 Educand reserves the right to recover from the Consultancy any sum in whole or in part which:

5.8.1 were incorrectly paid to the Consultancy;

5.8.2 the Consultancy incorrectly claimed from Educand under the provisions of these Terms and Conditions;

5.8.3 were paid to the Consultancy while the Consultancy was in breach of these Terms and Conditions;

5.8.4 a third party from whom funding is received by Educand

(i) refuses to pay Educand for any part of the Services performed by the Consultancy or

(ii) claims back from Educand any amount previously paid to Educand for any part of the Services performed by the Consultancy or

(iii) requires that any or all of the Services undertaken by the Consultancy be performed again to such a standard as it may reasonably require.

5.9 Educand reserves the right to deduct, defer, suspend, or recover payment where evidence of satisfactory performance and delivery of the Services in accordance with these Terms and Conditions is lacking.

5.10 Educand shall have the right to suspend payment to the Consultancy in the event that Educand has reasonable cause to suspect fraud or irregularity has occurred in relation to these Terms and Conditions.

5.11 The Consultancy shall be responsible for all Value Added Tax, income tax, national insurance, social security or similar contributions or other taxes arising out of the Fees payable under these Terms and Conditions; and Educand reserves the right to demand proof that the obligations set out in this clause are being met. If such proof is not provided when requested then Educand reserves the right to withhold payment of any Fees.

 

6. Confidential information

6.1 The Consultancy warrants that it shall treat all Confidential Information belonging to Educand as confidential, safeguard it accordingly and only use such Confidential Information for the purpose of the provision of the Services.

6.2 The Consultancy shall take all necessary precautions to ensure that all Confidential Information obtained from Educand is treated as confidential and not disclosed (without prior written approval) or used other than for the purpose of the Services.

6.3 The provisions of clauses 6.1 and 6.2 shall not apply to any information which:

6.3.1 is or has become part of the public domain other than as a result of a breach of the confidentiality under these Terms and Conditions;

6.3.2 cannot reasonably be considered to be confidential; or

6.3.3 is required to be disclosed by law.

6.4 In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in the course of the Services, the Consultancy undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice.

6.5 The Consultancy will immediately notify Educand of any breach of security in relation to Confidential Information and all data obtained in the course of the Services and keep a record of such breach. The Consultancy at its own expense shall cooperate with Educand in any investigation that. Educand considers necessary to undertake as a result of a breach.

 

7. Data Protection legislation

7.1 The Consultancy shall ensure that at all times it complies with the provisions and obligations imposed by the EU General Data Protection Regulations 2018 (“Regulations”) together with any subsequent re-enactment or amendment thereof in storing and processing personal data and all personal data acquired by the Consultancy shall be returned to the disclosing party on request. Both parties hereby acknowledge that performance of a duty imposed by the Regulations shall not constitute a breach of any obligation in respect of confidentiality which may be owed to the other party.

 

8. Intellectual Property Rights

8.1 The Consultancy acknowledges and agrees that all Intellectual Property Rights or Trade Marks of Prospects existing as at the date hereof are and shall remain the exclusive property of Prospects.

8.2 All intellectual property conceived or made by the Consultancy in the course of providing the Services shall belong to Prospects and the Consultancy hereby assigns and agrees to assign all its interest therein to Prospects or its nominee. The Consultancy shall unconditionally and irrevocably waive any moral rights in any copyright works assigned to Prospects under these Terms and Conditions and all author rights of a similar kind conferred by the law of any jurisdiction.

8.3 The Consultancy shall not use the Educand name or logos in any advertising, marketing, promotional or referral capacity without the prior written consent from Educand

 

9. Termination

9.1 Without prejudice to any other right or remedy it may have, Educand may terminate these Terms and Conditions at any time by notice in writing to take effect immediately if the Consultancy:

9.1.1 in performing its obligations under these Terms and Conditions amounts to a Material Breach;

9.1.2 becomes bankrupt or insolvent or makes any arrangement or composition with or for the benefit of its creditors;

9.1.3 does anything which brings itself, Educand or Educand clients into serious disrepute;

9.1.4 infringes the Intellectual Property Rights of the other party;

9.1.5 is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) which involves dishonesty or which Educand reasonably considers is incompatible with the engagement;

9.1.6 in the reasonable opinion of Educand is negligent or incompetent in the performance of the Services;

9.1.7 acts in a way which is materially adverse to the interests of Educand

9.1.8 is unable to provide the Services for the Term;

9.1.9 is guilty of a serious breach of the rules and regulations as amended from time to time of any regulatory authority relevant to the business of Educand ;

9.2 In addition to the rights of termination under any other clauses of these Terms and Conditions, either Party shall be entitled to terminate these Terms and Conditions in respect of all or part of the Services provided under these Terms and Conditions by giving to the other not less than 30 days written notice to that effect without the need to give a reason for termination.

9.3 Any reasonable delay by Educand in exercising such right to terminate after the matter in question comes to the attention of Educand will not constitute a waiver of it.

9.4 In the event that the financial funding for the Services is revised or revoked by a third party from whom funding is received, Educand shall have the right to either apply such revision to these Terms and conditions or terminate these Terms and Conditions by giving immediate written notice.

9.5 In the event of a termination of these Terms and Conditions in accordance with this clause Educand shall not be liable to make any further payments in respect of the Fees other than for the Services satisfactorily completed prior to the termination of these Terms and Conditions.

9.6 Nothing in this clause shall affect the coming into or continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into force or continue in force upon termination of these Terms and Conditions.

 

10. Consequences of Termination

10.1 Termination of these Terms and Conditions shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereupon accrue to the parties under this Agreement.

10.2 Upon termination for whatsoever reason, the Consultancy shall:

10.2.1 comply with all reasonable requests by Educand to facilitate the handover of the Services and the Consultancy warrants that any information it shall supply shall be complete and accurate and the Consultancy shall indemnify Educand now and in the future in respect of all or any costs suffered or incurred by Educand by reason of any proceedings, claims or demands arising from or in connection with the provision of information and/or failure to provide complete and accurate information and/or the provision of assistance and/or failure to provide assistance under this clause 10;

10.2.2 promptly return to Educand, Materials and all such tangible items which are in the Consultancy’s possession or control and which either belong to Educand or contain Confidential Information as referred to in these Terms and Conditions;

10.2.3 only with the prior authority from Educand, irretrievably delete any information relating to Educand or its clients stored in any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control; and

10.2.4 provide a signed statement that the Consultancy has complied fully with his obligations under this clause.

10.3 Educand at its discretion reserves the right to withhold payment of any outstanding invoices due to the Consultancy on termination of these Terms and Conditions for any reason until such time as the Consultancy has complied with clause 11.2 and all documentation has been audited (at the discretion of Educand).

 

11. Consultancy Warranties

11.1 The Consultancy warrants and undertakes on a continuing basis throughout the Term of these Terms and Conditions:

11.1.1 has the necessary skills and knowledge to carry out the Services;

11.1.2 will perform the Services for Educand in the capacity of an independent contractor;

11.1.3 will not, in entering into these Terms and Conditions or carrying out the Services be in breach of any terms whether express or implied or any other obligation binding upon it;

11.1.4 will perform the Services in accordance with the highest industry standards.

11.2 The Consultancy warrants that the provisions of the Services contained herein do not contravene any applicable laws or any third party rights in the United Kingdom or in any other country and the Consultancy shall comply, if executing the Services in a country other than the United Kingdom, with all legal and fiscal obligations of the country in which the Services are performed.

11.3 The Consultancy warrants to Educand that, to the best of its knowledge and belief, all Services carried out under this Agreement will not infringe, in whole or in part, any copyright or any other Intellectual Property Rights of any person and agree to indemnify Educand against any and all claims, demands, proceedings, expenses and losses including any of a consequential nature arising directly or indirectly out of any act of the foregoing in relation to any works where such act is or is alleged to be an infringement of a third party’s copyright or other Intellectual Property Rights. This warranty and indemnity shall survive the termination of these Terms and Conditions and shall exist for the life of the copyright or other Intellectual Property Rights.

 

12. Liability

12.1 The Consultancy shall indemnify and keep fully indemnified Educand against all direct (excluding indirect and consequential losses, claims or damages) claims, costs, damages, loss or liability arising these Terms and Conditions or its obligations under these Terms and Conditions or the failure by the Consultancy to perform their obligations and duties or their failure to fulfill Educand requirements in respect of the Services or arising from any negligence or unlawful act or omission of the Consultancy.

12.2 Educand shall not be liable to the Consultancy in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential losses arising out of or in connection with Educand adherence or non-adherence to the terms of these Terms and Conditions.

12.3 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence or the negligence of its agents for fraud or fraudulent misrepresentation.

 

13. Equality and Diversity

13.1 The Consultancy shall comply fully with current equality based law notably the Equality Act 2010 and ensure that the services provided are underpinned by equality and diversity principles and accessible and appropriate to meet the needs of equality based groups such as Black and minority ethnic groups, refugee and migrant groups, LGBT community and rural and faith communities.

13.2 The Consultancy shall ensure that there is no discrimination on the grounds of race, colour, ethnic or national origin, disability, age, gender, sexuality, marital status or any religious affiliations.

 

14. Bribery and Fraud

14.1 The Consultancy shall not offer or give, or agree to give, to any member, employee or representative of Educand any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other Terms and Conditions with Educand or for showing or refraining from showing favour or disfavour to any person in relation to this or any such Terms and Conditions. The Consultancy’s attention is drawn to the criminal offences created by the Bribery Act 2010. Any offence by the Consultancy or by anyone acting on its behalf under the Bribery Act 2010 in relation to these Terms and Conditions or any other agreement/s with Educand shall entitle Educand to terminate these Terms and Conditions and recover from the Consultancy the amount of any loss resulting from such termination and/or to recover from the Consultancy the amount of value of any gift, consideration or commission.

14.2 The Consultancy shall notify Educand immediately where it becomes aware of any instance of suspected fraud or financial irregularity in the delivery of these Terms and Conditions.

 

15. Dispute Resolution

15.1 The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms and Conditions by negotiations between executives of the parties (or any such nominated person by either party) who shall have authority to settle the dispute. Any party may give the other party written notice of any dispute not resolved in the normal course of business and within 10 Working Days after delivery of the said notice, executives of both parties (or nominated person) shall meet at a mutually acceptable time to exchange relevant information and attempt to resolve the dispute. If the matter has not been resolved within 20 Working Days after the expiration of the first notice or if the parties fail to meet within or agree a date to meet after the expiration of the disputing party’s notice these Terms and Conditions shall terminate.

 

16. Notices

16.1 All notices between the parties relating to these Terms and Conditions shall be in writing and shall be delivered personally or sent by first class post, fax or email transmission to the address or fax number or email address set out in these Terms and Conditions. If not set out in these Terms and Conditions, details must be notified in writing by one party to the other prior to the commencement of the Services.

16.2 The notice shall be deemed duly served:

16.2.1 in the case of a notice delivered personally, at the time of delivery;

16.2.2 in the case of a notice sent by first class post, 2 clear Working Days after the date of dispatch;

16.2.3 in the case of a fax or email transmission if sent during normal Working hours, on the next following Working Day.

16.3 Each of the parties shall give notice to the other of the change or acquisition of any address or telephone, fax or email at the earliest possible opportunity but in any event within 48 hours of such change or acquisition.

 

17. Waiver

17.1 No failure or delay on the part of Educand hereto to exercise any right or remedy under these Terms and Conditions shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights or remedies provided by law.

 

18. Amendment

18.1 No modification, variation or amendment to these Terms and Conditions shall be effective unless such modification, variation or amendment is in writing and has been signed by or on behalf of both parties.

 

19. Survivorship

19.1 Except as expressly stated to the contrary, Clauses 7, 8, 9, 11 and 12 shall survive termination of this Agreement for a further period of 2 years.

 

20. Assignment

20.1 Neither party shall assign, transfer, sub-contract or in any other manner make over to any third party the benefit or burden of these Terms and Conditions without the prior written consent of the other party.

 

21. Third party rights

21.1 A person who is not a Party to these Terms and Conditions shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of both Parties.

 

22. Proper Law

22.1 These Terms and Conditions shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England.

 

 

Recruitment Terms and Conditions

1. All Recruitment services accepted by Educand (hereinafter, “The Company”) shall be governed by the present General Terms and Conditions. Unless The Company expressly accepts the Client’s conditions in writing, the present terms and conditions supersede all other terms and conditions in the event of a conflict.

2. Client shall pay The Company’s fees under the payment terms mentioned in the specific conditions. All fees are calculated according to the rate in effect at The Company, plus VAT or equivalent taxes.

3. If the Candidate introduced by The Company is not hired by the Client or if he rejects the employment (or collaboration) offered by the Client, and if the Candidate is subsequently employed by (or collaborates with) the Client within a period of 12 months following the date of the first introduction of the résumé of the Candidate to the Client, then the Client shall pay fees to The Company as stipulated in paragraph 2 above.

4. If the Client introduces a Candidate selected for him by The Company to an other person or company, and if the Candidate is hired by (or collaborates with) said person or said company within a period of 12 months following the date of the first introduction of the résumé of the Candidate to the Client, then the Client shall pay the fees to The Company as stipulated in paragraph 2 above.

5. If, for a given mission, the Client decides to recruit (or to collaborate with) more than one of the Candidates introduced by The Company, instead of just the one contractually agreed upon, then the Client shall pay The Company fees for each of the Candidates thus hired as stipulated in paragraph 2 above.

6. The Client shall inform The Company of the hiring of any Candidate(s) in accordance with the present terms and conditions within 30 days and, specifically, of the terms and conditions of the employment contract agreed to by the Candidate(s) hired.

7. The Company places an advertising service at the Client’s disposal and whose expenses shall be for the Client’s account. Cancellation of an advertisement will be effective if The Company receives written notice from the Client before the closing date indicated on the Passed for Press slip. The Client shall pay advertising expenses within 30 days from invoice date.

8. The Candidate’s transportation and other expenses incurred while going to an interview with the Client are for the Client’s account.

9. If the Client or the initial Candidate cancels the employment contract during the warranty period starting from the signing date of the contract until 6 months after the starting date of the candidate, The Company will use its best efforts to find a replacement without any additional expenses for the Client (except for advertising expenses mutually agreed upon by the Company and the Client beforehand), under the express conditions that:

a) all sums due by the Client have been paid in accordance with the present general terms and conditions,

b) the Client has notified The Company in writing within seven days of termination that employment has been terminated,

c) the Client or one of its subsidiaries or an other company of the group has not hired the Candidate within a period of 12 months following the end of the contract.

d) the end of the contract is not a result of an economic lay-off or from a modification of the position (or of the function) exercised by the

Candidate or from a restructuring by the Client.

e) the position is identical.

f) moreover, if the Candidate’s salary is higher than the former one, The Company will invoice the difference to the Client.

10. The Client shall be responsible for all medical examinations and for all steps necessary in obtaining work permits or authorizations for the Candidate. Furthermore, the Client shall ensure that he is in perfect accordance with all employment legislation in effect.

11. The Company shall use its best efforts to ensure the aptitude of the Candidates introduced to the Client and to maintain a high quality of service and integrity, but it does not guarantee expressively or implicitly the aptitude of the Candidates introduced to the Client

12. The Company is not liable to the Client for any damage, loss, expenses, disputes or spending suffered or incurred by the Client in connection with the recruiting or hiring of Candidates by the Client.

13. The Company shall use its best efforts to honour the agreement but refrains from a commitment to deliver the anticipated result.

14. All invoices that remain unpaid after the payment term, will be subjected to a compensation of 10% with a minimum amount of £50 based on an annual interest of 10%.

15. Competence clause: any dispute arising in connection with the validity, interpretation, performance or termination of this contract shall fall exclusively within the competence of the Arbitration of Employment in United Kingdom.

16. The Client will:

(a) comply, and procure that its employees comply with all applicable laws, rules and regulations relating to anti-bribery and corruption and commits that neither it nor any of them has or will offer, promise, give or agree to give any person, or accept or agree to accept from any person, whether for itself or on behalf of another, any gift, payment, consideration, facilitation payment, financial or non-financial advantage or benefit of any kind which is illegal or corrupt under the laws of any country (together a “bribe”), directly or indirectly in connection with this Agreement or any other agreement existing now or in the future with MP; and

(b) promptly report to MP any request, demand or offer for any bribe in connection with the performance of this Agreement; (the “Anti-Corruption Obligation”).

17. The Client shall immediately disclose in writing to the Company Secretary of Educand details of any breach of the Anti-Corruption Obligation. This is an ongoing obligation.

Educational Services Terms of Service

1. What is Educand a. Educand is a platform which Tutors can use to offer private tuition on a one-on-one basis via an interactive software management system through the internet to users of the Website. Tutors using the Website provide expert private tuition to learners of all ages, all levels from Key Stage 1 up to degree level. b. Tutors are self-employed. They are not employed or engaged by Educand and are not the responsibility of the said Company. c. Educand does perform quality checks and Disclosure and Barring Searches (formerly CRB checks) on Tutors. The inclusion of a Tutor does not constitute a representation or warranty by Educand that such Tutor is suitable and qualified to provide the tuition which he provides through the Website. 2. What are these terms of service? a. These Terms of Service set out the terms on which Educand offers the Website and the Services. b. Please review these Terms of Service carefully and make sure that You understand them before using the Website and/or the Services. If You do not agree to these Terms of Service, You must cease use of the Website and the Services immediately. 3. Definitions “Services” means all those services provided through the Website by Educand. These include the provision of the Website, the content contained therein and the medium through which Students can access Tutor Services. The Services do not include Tutor Services. “Sessions” means any period of time during which a Tutor is interacting with a Student via the Educand facilities offered through the Website. “Student” means any user of the Tutor Services. “Tutor Services” means all those services provided through the Website by a Tutor. These include the provision of Sessions and all matters related thereto. “Tutor” means a user of the Website who has signed up to and acknowledged the Tutor Terms of Service. “Your” and “You” means the person accessing, downloading or using the Website and/or the Services for the purposes of seeking tuition from a Tutor or where such person is a minor, his/her parent, guardian or any person or entity in loco parentis in respect of such minor. Where You are a parent, guardian or are acting in loco parentis in respect of a Student, obligations herein to do something or to refrain from doing something, are obligations to procure that the Student under Your control does the relevant thing or refrains from doing the relevant thing. “Website” means any website published by Educand, from time to time including without limitation the website at https://www.educand.co.uk and its sub domains, any associated social networking profiles and any applications for mobile devices published by Educand from time to time. 4. Acceptance of these terms of service a. By using the Website, You accept and agree to be bound by these Terms of Service. b. Educand may at any time modify these Terms of Service. We will notify You of any changes to these Terms of Service either by emailing You (at the email address entered by You into the registration form on the Website) and/or by posting a notice on the Website. By continuing to use the Website after changes to these Terms of Service are made and notified to You, You agree to be bound by such changes. c. You can review the most current version of our Terms of Service at any time by clicking on the “Terms of Service” link located at the bottom of the Website. It is Your responsibility to ensure that You are familiar with the current Terms of Service. You are advised to check the above link on a regular basis. 5. You agree and undertake to: a. Keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to the Website using Your username and password; and b. Treat Your Tutor with respect and to refrain from abusive, racist, homophobic, sexist or defamatory language at all times. c. Your protection and safety is of great importance to us. For this reason You must never give Your personal contact details to any Tutor. This includes any online chat username, telephone number, email address, home address or Facebook (or other social networking account) username. In the event that a Tutor requests any such information, You undertake and agree to tell Your parent, guardian and/or teacher (where You use the Website at school) straight away and to simultaneously notify Educand. d. You undertake and agree not to attempt to, or to actually, contact any Tutor other than through the Website. e. By downloading and/or using the Website, You agree not to: f. Upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Website; g. Attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website to any third party, or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website; i. Attempt to gain access to secured portions of the Website to which You do not possess access rights, impersonate any other person while using the Website; j. Conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Website k. Resell or export the software associated with the Website; l. Use the Website to generate unsolicited advertisements or spam; m. Use any automatic or manual process to search or harvest information from the Website, or to interfere in any way with the proper functioning of the Website; or n. Interfere with the servers or networks connected to the Website or to violate any of the procedures, policies or regulations of networks connected to the Website, including these Terms of Service. o. Any breach of the obligations in this paragraph 5 will lead to the automatic and immediate termination of Your access to the Website. 6. Our rights a. In providing You with access to the Website, Educand reserves the following rights, and in accessing, browsing or otherwise using the Website You grant to Educand and agree that Educand shall have the following rights: b. The right to refuse or withdraw Your access to the Website in accordance with applicable laws for any reason at any time (with or without notice) if in Educand’s sole and absolute discretion You violate or breach any of these Terms of Service; c. The right to amend or update the Website, billing methods or these Terms of Service from time to time. d. The right to report You to the police or other judicial body if Educand believes in its sole and absolute discretion that Your conduct is or may be unlawful; and e. The right to remove any Tutor from the Website and prevent any Tutor from providing the Services. f. You acknowledge and agree that we may record and/or monitor some or all sessions that You undertake with a Tutor for the purposes of crime prevention and to ensure that users do not breach any provision of these Terms of Service. g. Educand will store, use and disclose any recordings we make in accordance with our Privacy Policy which can be found at the bottom of the Website by following the link “Privacy Policy”. As set out in the Privacy Policy, Educand may disclose any recording to the police or other appropriate law enforcement agency without Your consent if Educand believes in its sole and absolute discretion that You or a Tutor have broken the law. 7. Booking a session a. Once you have registered and selected your subject and tutor You may wish to undertake a session. In order to undertake a Session, You must purchase one or more Sessions through the Website. By purchasing one or more Sessions, You enter into a direct contract with the Tutor for the provision of the Tutor Services. b. The price charged for a Session includes the Fee payable to the Tutor, Educand fee for provision of the Website and any applicable VAT. You must never make any additional payment to a Tutor or provide a Tutor with your bank account, PayPal or card details. c. Tutors are self employed and act on a freelance basis. They are not employed or otherwise under the control of Educand. Tutors do not have any the power to bind Educand. d. Sessions are non-transferable and a Session can only be used only for the Tutor with whom the Session was booked. c. In the event that You wish to use a different Tutor, You must purchase separate Sessions with that Tutor. d. In the event that a Session is postponed or cancelled by You in accordance with clause 8.1 or otherwise by the Tutor, or if the Session cannot take place due to the occurrence of an event detailed in clause 8.3, You must notify Educand within 24 hours of the scheduled time and date of such Session. Failure to notify Educand may result in You being charged for such Session. 8. Cancellations and refunds a. In the event that a Student wishes to cancel a Session with a Tutor, he must notify the Tutor no less than 2 hours prior to the allotted appointment time. If less than 2 hours’ notice is given, the Student will be charged the full amount for the Session. b. In the event that a Student believes that the Tutor Services are not suitable, he may not cancel any Sessions and/or transfer any Sessions to another Tutor. In very rare circumstances, in the sole and absolute discretion of Educand a Student may be permitted to transfer any unused Sessions to another Tutor. c. In the event that a scheduled Session cannot take place due to a failure in the Website or some other matter the responsibility of Educand, the Tutor and the Student may agree to postpone the Session and undertake the relevant Session at a mutually convenient time. d. Refunds are available at Educand’s discretion for any Sessions purchased by a Student. 9. Quality of tutor services a. Educand is not responsible for the quality of Tutor Services or for the non-performance of Tutor Services by a Tutor. b. In the event that a Student believes that a Tutor has not performed the Tutor Services, has been deficient in the performance of the Tutor Services or there is an unresolved dispute with a Tutor, the Student should contact Educand who will endeavour to resolve such matter. c. The Student acknowledges and agrees that the provision of Tutor Services is the sole responsibility of the Tutor and that Educand is not liable for any aspect of the performance of the Tutor Services. 10. Reviews a. You can review a Tutor with whom You have undertaken a Session. Reviews are published in the sole and absolute discretion of Educand. Educand may summarise, abbreviate and/or rephrase any review submitted by You. Educand may decline to publish a review where Educand considers in its sole and absolute discretion that the review is unfair, inaccurate or otherwise where there is a dispute with the Tutor. b. By writing and submitting a Review, You grant to Educand an irrevocable licence to publish such review in full or abbreviated form on the Website or any other medium including without limitation its social networking profiles. c. Educand will never publish Your full name in connection with any review. 11. Intellectual property a. Educand and/or its licensor(s) are the sole owners of the Website. b. Educand brand and the Website are protected by UK and International copyright and other intellectual property laws. We permit You to use the Materials for non-commercial use only and we grant You a limited license solely for that purpose. Without limitation, this means that You may not sell, license, modify, copy, distribute or transmit the Website (or any part of it) or any material provided through the Website or as part of the Services for any commercial purpose or for any other reason without prior express written consent. c.Materials provided by a Tutor and any concepts, models or other tutoring tools shall belong to the Tutor. The Tutor grants the Student a limited revocable licence to use such material solely for the purposes of participating in the Tutor sessions. Without limitation You may not distribute, copy, sell or otherwise use any such material without the prior written consent of the Tutor. d. Any unauthorized use of the Website will result in the automatic termination of the limited license granted by us. Educand reserves the right to terminate the limited license without notice at any time following an unauthorized use by You of the Website. e. Educand and its graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of Educand. They may not be used without Educand prior express written permission. f. All other trademarks not owned by Educand that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Educand. 12. Electronic communications a. You consent to receiving electronic communications and notices from Educand and any Tutor with whom You purchase one or more Sessions. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing. 13. Privacy a. You provide us with information when You register on the Website and/or use the Services. We may store such information and use it to improve the Services we provide through the Website. Any information that You submit or that we collect when You are using the Website is subject to the Educand Privacy Policy, the terms of which are hereby incorporated into these Terms of Service. b. Educand continually tries to keep all information secure from unauthorised access by using SSL encryption on sensitive data. However, transmission over the Internet cannot be guaranteed to be 100% secure, so any information You submit is done so at Your own risk. c. Whilst we have implemented commercially reasonable technical and organisational measures to secure Your personal information from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information at Your own risk. 14. No warranty and liability limit a. Educand provides the Website “as is” and without any warranty or condition, whether express, implied or statutory. Educand specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the extent permissible under the Sale of Goods Act 1979 (as amended). b. Educand assumes no liability or responsibility for any errors or omissions in the Website; any losses or damages arising from the use of the Website and/or the Services; or any harm to Your reputation or losses resulting from any disclosure of information about You by us as permitted in these Terms of Service. We reserve the right to deliver the Website and the Services in our sole and absolute discretion. c. Educand is not responsible for the provision of Tutor Sessions by Tutors. d. In no event shall Educand, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Website, the Services or these Terms of Service, on any theory of liability, and whether or not advised of the possibility of damage. e. Educand does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of Educand. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law. f. From time to time You may use or access services, promotions and websites of third parties. In using or accessing third party services, promotions and websites, You agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties. g. Educand specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on the Website. i. Use of a Tutor is no guarantee of a certain result. No Tutor offers any guarantee that a Student using his services will reach a particular standard or pass any examination. By using the Website and any Tutor, You irrevocably disclaim any claim You may have against such Tutor in respect of the quality of tutoring provided by the Tutor and/or the content, format, method or other approach to any tutoring session provided by such Tutor. 15. Interruptions and suspension of the website a. Educand does not guarantee the uninterrupted operation and availability of the Website. From time to time, the Website may be unavailable for any number of reasons including without limitation: b. The performance of scheduled maintenance including on servers and data lines; c. The performance of emergency unscheduled maintenance and/or repairs including on servers and data lines; d. A failure by or error in respect of any service provider including without limitation any server or data line; e. An attack on the security or system integrity of the Website including any denial of service attack; and f. The introduction or presence of any virus or malicious code in the pages that make up or are accessible from the Website. g. For the avoidance of doubt, without prejudice to the provisions of paragraph 14, Educand shall not be liable for and specifically disclaims any liability in respect of any claims, costs, losses or damages suffered as a result of any suspension or interruption to the Website howsoever caused. 16. Indemnity You agree to indemnify and hold Educand and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of Your breach of these Terms of Service and/or Your violation of any law or the rights of any third party. 17. Disputes a. You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), the Website, Educand advertising or any related transaction between You and Educand shall be governed by and construed in accordance with English law. b. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales. 18. Termination Educand may change or discontinue the availability of the Website or any part thereof at any time without prior notice. Educand reserves the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the Terms of Service set forth herein (with prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Website. 19. General a. You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), or the Website or the Services shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales. b. Educand may change or discontinue provision of the Services or the Website at any time without prior notice. We reserve the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the terms of Service set forth herein (without prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Services and Website. c. These Terms of Service are agreed between You and us. No person shall have any rights under or connection with these Terms of Service under the Contracts (Rights of Third Parties) Act 1999. d. If any court or competent authority decides that any term of these Terms of Service is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law. e. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section. f. Our failure to enforce any provision of these Terms of Service shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision. g. These Terms of Service set forth the entire understanding and agreement between You and Educand with respect to the subject matter hereof. Tutor Terms of Service PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY CLAUSE. 1. What is Educand ? a. Educand is a platform which Tutors can use to offer private tuition on a one-on-one bases via an interactive software management system through the internet to users of the Website. Tutors using the Website provide expert private tuition to learners of all ages, all levels from Key Stage 1 up to degree level b. Tutors are self-employed. Educand is not liable for the payment of any tax by the Tutor or on his behalf. Educand will not withhold amounts in respect of PAYE from any sums payable to the Tutor. c. Educand does not perform checks on Students. Educand is not liable in respect of the behaviour of any Student or other use of the Website. 2. What are these terms of service? a. These Terms of Service set out the terms on which Educand offers the Website and the Services. b. Please review these Terms of Service carefully and make sure that You understand them before using the Website and/or the Services. If You do not agree to these Terms of Service, You must cease use of the Website and the Services immediately. 3. Definitions “Commission” means the commission payable to You in respect of Sessions at the rate set out in the fees schedule. “Services” means all those services provided through the Website by Educand. These include the provision of the Website, the content contained therein and the medium through which Tutors can provide Tutor Services. The Services do not include Tutor Services. “Tutor Services” means all those services provided through the Website by a Tutor. These include the provision of Sessions and all matters related thereto. “Sessions” means any period of time during which a Tutor is interacting with a Student via the facilities offered through the Website. “Student” means any user of the Tutor Services. “Tutor” “Your” and “You” means a user of the Website who has signed up to and acknowledged the Tutor Terms of Service. “Website” means any website published by Educand from time to time including without limitation the website at https://www.educand.co.uk and its subdomains, any associated social networking profiles and any applications for mobile devices published by Educand from time to time. 4. Acceptance of these terms of service a. By using the Website, You accept and agree to be bound by these Terms of Service. b. Educand may at any time modify these Terms of Service. We will notify You of any changes to these Terms of Service either by emailing You (at the email address entered by You into the registration form on the Website) and/or by posting a notice on the Website. By continuing to use the Website after changes to these Terms of Service are made and notified to You, You agree to be bound by such changes. c. You can review the most current version of our Terms of Service at any time by clicking on the “Tutor Terms of Service” link located at the bottom of the Website. It is Your responsibility to ensure that You are familiar with the current Terms of Service. You are advised to check the above link on a regular basis. 5. Information provided a. In providing any information, You represent and warrant that all such information is complete, accurate and not misleading. b. You further undertake to promptly update such information using the Website in the event that it changes or ceases to be complete, accurate and not misleading. c. You acknowledge and agree that both Educand and Students are permitted to, and may, rely on the accuracy and completeness of the information provided by You and that any inaccuracy in such information (particularly with reference to Your qualifications and educational experience) may give rise to liability on Your part. 6. Disclosure and barring service checks a. Educand may in its sole and absolute discretion perform DBS checks itself or may require Tutors to provide such checks to it. By accepting these Terms of Service and/or applying to become a Tutor, You authorise Educand to apply for one or more DBS checks, to disclose the results of such DBS checks to its staff and professional advisors and to record and retain any DBS check for its records during such time as You remain a Tutor and for 12 months thereafter. b. You acknowledge and agree that Educand may in its sole and absolute discretion perform further DBS checks on You from time to time. You undertake to promptly provide any consent and/or information required by Educand to enable it to secure such DBS checks. c. You acknowledge and agree that if You are accused, arrested, charged, cautioned or convicted of an offence against the person, a sexual offence or an offence against a child (each a “Relevant Offence”), such event may not be reflected on a DBS check performed on You due to such event not being disclosable, or such event not yet being recorded on the DBS’ record. d. You acknowledge and agree that it is not the intention of Educand for You to be permitted to act as a Tutor when You have been convicted of a Relevant Offence and Educand shall immediately prevent You from acting as a Tutor upon it becoming aware of any such conviction. e. You further acknowledge and agree that Educand may in its sole and absolute discretion prevent You from acting as a Tutor when You have been accused, arrested, charged or cautioned with a Relevant Offence. f. You undertake to promptly notify Educand in writing in the event that You are accused, arrested, charged, cautioned or convicted of a Relevant Offence. 7. Complaints a. Although extremely unlikely, a Tutor may be accused by a Student or (in the case of a minor) a Student’s parent or guardian of inappropriate behaviour towards a Student or other person. This can be extremely distressing and upsetting to the Tutor. b. In order to reduce the possibility of this occurring, it is very important that You do not seek to contact, or otherwise communicate or interact with any Student outside of the Website and the software provided therein. c. Where a Student or a Student’s parent or guardian does make a complaint of inappropriate behaviour, You must contact Educand immediately and must take all reasonable steps to distance Yourself from the Student. This includes not arranging or undertaking any further Sessions with the Student. d. Educand tries to deal with complaints internally so as to bring a quick conclusion to any complaint. Educand deals with all complaints fairly and without prejudice. Notwithstanding the foregoing, Educand will take immediate steps to enforce any breach by a Tutor of these Terms of Service. 8. Your conduct a. You agree and undertake to: (i) keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to the Website using Your username and password; and (ii) treat any Student tutored by You with respect and to refrain from abusive, racist, homophobic, sexist or defamatory language at all times. b. You undertake and agree never to give Your personal contact details to any Student or to request any personal contact details from any Student. This includes [Skype] (or other online chat) username, telephone number, email address, home address or Facebook (or other social networking account) username. In the event that You request any such information, Educand shall be permitted in its sole and absolute discretion to block Your access to the Website and prevent You from acting as a Tutor and may take any such further action as it deems appropriate. c. You undertake and agree not to attempt to, or to actually, contact any Student other than through the Website. d. You undertake and agree not to request or receive the bank account, PayPal or card details of any Student (or his parent or guardian). Or provide your bank account, PayPal or card details to any Student (or his parent or guardian). You acknowledge that it constitutes a material breach of these Terms of Service to attempt to circumvent Educand by receiving payment from or in respect of a Student outside of the Website. e. By downloading and/or using the Website, You agree not to: (i) upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Website; (ii) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website to any third party, or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website; (iii) attempt to gain access to secured portions of the Website to which You do not possess access rights; (iv) impersonate any other person while using the Website; (v) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Website; (vi) resell or export the software associated with the Website; (vii) use the Website to generate unsolicited advertisements or spam; (viii) use any automatic or manual process to search or harvest information from the Website, or to interfere in any way with the proper functioning of the Website; or (viiii) interfere with the servers or networks connected to the Website or to violate any of the procedures, policies or regulations of networks connected to the Website, including these Terms of Service. f. Any breach of the obligations in this paragraph 5 will lead to the automatic and immediate termination of Your access to the Website. 9. Our rights a. In providing You with access to the Website, Educand reserves the following rights, and in accessing, browsing or otherwise using the Website You grant to Educand and agree that Educand shall have the following rights: (i) the right to refuse or withdraw Your access to the Website in accordance with applicable laws for any reason at any time (with or without notice) if in Educand’s sole and absolute discretion You violate or breach any of these Terms of Service; (ii) the right to amend or update the Website, billing methods or these Terms of Service from time to time; (iii) the right to report You to the police or other judicial body if Educand believes in its sole and absolute discretion that Your conduct is or may be unlawful; and (iv) the right to remove any Tutor from the Website and prevent any Tutor from providing the Services. b. You acknowledge and agree that we may record and/or monitor some or all sessions that You undertake with a Tutor for the purposes of crime prevention and to ensure that users do not breach any provision of these Terms of Service. c. Educand will store, use and disclose any recordings we make in accordance with our Privacy Policy which can be found at the bottom of the Website by following the link “Privacy Policy”. As set out in the Privacy Policy, Educand may disclose any recording to the police or other appropriate law enforcement agency without Your consent if Educand believes in its sole and absolute discretion that You or a Tutor have broken the law. 10. Your status a. Your relationship with Educand will be that of independent contractor and nothing in these Terms of Service shall render You an employee, worker, agent or partner of Educand and You shall not hold Yourself out as such. b. These Terms of Service constitutes a contract for the provision of services to Students and not a contract of employment with either of Educand or any Student and accordingly You shall be fully responsible for and shall indemnify Educand for and in respect of: (i) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Tutor Services, where the recovery is not prohibited by law; and (ii) any liability arising from any employment-related claim or any claim based on worker status including for the avoidance of doubt and without limitation any claim based on the Agency Workers Regulations 2010 (including reasonable costs and expenses and any fine imposed on Educand) brought by You or any governmental body or by any other person on behalf of You against Educand arising out of or in connection with the provision of the Tutor Services. 11. Booking a session a. When a Student wishes to book a session, he/she may undertake sessions with any tutor that they prefer. b. In order to undertake the said Session, the Student must purchase one or more Sessions through the Website. By purchasing one or more Sessions, the Student enters into a direct contract with You for the provision of the Tutor Services. c. The price charged for a Session includes the Fee payable to You, Educand fee for provision of the Website and any applicable VAT. d. Sessions are non-transferable and a Session booked with You can only be used with You. e. In the event that You wish to discontinue any Session or series of Sessions with a Student, You must contact Educand . In such circumstances, we may in our sole and absolute discretion refund the Student for any unused Sessions or allocate the Student to another Tutor. 12. Cancellations and refunds a. In the event that a Student wishes to cancel a Session with You, he must notify You no less than 2 hours prior to the allotted appointment time. If less than 2 hours’ notice is given, the Student will be charge the full amount for the Session. b. In the event that You wish to cancel a Session, You must notify the Student no less than 2 hours prior to the allotted appointment time. If less than 2 hours’ notice is given, You will be required to provide the postponed Tutor Session for free. c. In the event that a Student believes that the Tutor Services are not suitable, he may not cancel any Sessions and/or transfer any Sessions to another Tutor. In very rare circumstances, in the sole and absolute discretion of Educand, a Student may be permitted to transfer any unused Sessions to another Tutor. d. In the event that a scheduled Session cannot take place due to a failure in the Website or some other matter the responsibility of Educand, the Tutor and the Student may agree to postpone the Session and undertake the relevant Session at a mutually convenient time. e. Refunds are available at Educand’s discretion for any Sessions purchased by a Student. 13. Payment a. Educand collects payment from the Student in respect of each session purchased by a Student. On receipt of payment, we will notify You that the Student has paid for X sessions with you. b. Once a Student has purchased one or more Sessions with You, he can book a Session. c. Unless we are notified otherwise by the Student within 24 hours of the scheduled date and the time of a Session; You will be credited as having taught the session. d. Within 5 working days of the end of each session, Educand will pay to Your bank account (as notified to us from time to time) an amount in respect of the Commission earned by You for the session. e. Educand shall be permitted to amend the rate of Commission from time to time. 14. Reviews a. A Student can review You when he/she has undertaken a Session with You. Reviews are published in the sole and absolute discretion of Educand. Educand may summarise, abbreviate and/or rephrase any review submitted by a Student. Educand may decline to publish a review where Educand considers in its sole and absolute discretion that the review is unfair, inaccurate or otherwise where there is a dispute with You. c. By performing Tutor Services You permit Educand to publish any review submitted by a Student about You in full or abbreviated form on the Website or any other medium including without limitation its social networking profiles. 15. Electronic communications You consent to receiving electronic communications and notices from Educand. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing. 16. Privacy a. You provide us with information when You register on the Website and/or use the Services. We may store such information and use it to improve the Services we provide through the Website. Any information that You submit or that we collect when You are using the Website is subject to the Educand Privacy Policy, the terms of which are hereby incorporated into these Terms of Service. b. Educand continually tries to keep all information secure from unauthorised access by using SSL encryption on sensitive data. However, transmission over the Internet cannot be guaranteed to be 100% secure, so any information You submit is done so at Your own risk. c. Whilst we have implemented commercially reasonable technical and organisational measures to secure Your personal information from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information at Your own risk. 17. No warranty and liability limit a. Educand provides the Website “as is” and without any warranty or condition, whether express, implied or statutory. Educand specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the extent permissible under the Sale of Goods Act 1979 (as amended). b. Educand assumes no liability or responsibility for any errors or omissions in the Website; any losses or damages arising from the use of the Website and/or the Services; or any harm to Your reputation or losses resulting from any disclosure of information about You by us as permitted in these Terms of Service. We reserve the right to deliver the Website and the Services in our sole and absolute discretion. c. Educand is not responsible for the attendance of Students at Tutor Sessions. d. In no event shall Educand its shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Website, the Services or these Terms of Service, on any theory of liability, and whether or not advised of the possibility of damage. e. Educand does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of Educand. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law. f. From time to time You may use or access services, promotions and websites of third parties. In using or accessing third party services, promotions and websites, You agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties. g. Educand specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on the Website. 18. Interruptions and suspension of the website a. Educand does not guarantee the uninterrupted operation and availability of the Website. From time to time, the Website may be unavailable for any number of reasons including without limitation: (i) the performance of scheduled maintenance including on servers and data lines; (ii) the performance of emergency unscheduled maintenance and/or repairs including on servers and data lines; (iii) a failure by or error in respect of any service provider including without limitation any server or data line; (iv) an attack on the security or system integrity of the Website including any denial of service attack; and (v) the introduction or presence of any virus or malicious code in the pages that make up or are accessible from the Website. b. For the avoidance of doubt, without prejudice to the provisions of paragraph 12, Educand shall not be liable for and specifically disclaims any liability in respect of any claims, costs, losses or damages suffered as a result of any suspension or interruption to the Website howsoever caused. 19. Indemnity You agree to indemnify and hold Educand and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of Your breach of these Terms of Service and/or Your violation of any law or the rights of any third party. 20. Disputes a. You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), the Website, Educand advertising or any related transaction between You and Educand shall be governed by and construed in accordance with English law. b. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales. 21. Termination Educand may change or discontinue the availability of the Website or any part thereof at any time without prior notice Educand reserves the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the Terms of Service set forth herein (with prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Website. 22. General a. You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), or the Website or the Services shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales. b. Educand may change or discontinue provision of the Services or the Website at any time without prior notice. We reserve the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the terms of Service set forth herein (without prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Services and Website. c. These Terms of Service are agreed between You and us. No person shall have any rights under or connection with these Terms of Service under the Contracts (Rights of Third Parties) Act 1999. d. If any court or competent authority decides that any term of these Terms of Service is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law. e. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section. f. Our failure to enforce any provision of these Terms of Service shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision. g. These Terms of Service set forth the entire understanding and agreement between You and Educand with respect to the subject matter hereof. Tutor Terms of Service PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY CLAUSE. 1. What is Educand ? 1.1 Educand is a platform which Tutors can use to offer private tuition on a one-on-one bases via an interactive software management system through the internet to users of the Website. Tutors using the Website provide expert private tuition to learners of all ages, all levels from Key Stage 1 up to degree level 1.2 Tutors are self-employed. Educand is not liable for the payment of any tax by the Tutor or on his behalf. Educand will not withhold amounts in respect of PAYE from any sums payable to the Tutor. 1.3 Educand does not perform checks on Students. Educand is not liable in respect of the behaviour of any Student or other use of the Website. 2. What are these terms of service? 2.1 These Terms of Service set out the terms on which Educand offers the Website and the Services. 2.2 Please review these Terms of Service carefully and make sure that You understand them before using the Website and/or the Services. If You do not agree to these Terms of Service, You must cease use of the Website and the Services immediately. 3. Definitions “Commission” means the commission payable to You in respect of Sessions at the rate set out in the fees schedule. “Services” means all those services provided through the Website by Educand. These include the provision of the Website, the content contained therein and the medium through which Tutors can provide Tutor Services. The Services do not include Tutor Services. “Tutor Services” means all those services provided through the Website by a Tutor. These include the provision of Sessions and all matters related thereto. “Sessions” means any period of time during which a Tutor is interacting with a Student via the facilities offered through the Website. “Student” means any user of the Tutor Services. “Tutor” “Your” and “You” means a user of the Website who has signed up to and acknowledged the Tutor Terms of Service. “Website” means any website published by Educand from time to time including without limitation the website at https://www.educand.co.uk and its subdomains, any associated social networking profiles and any applications for mobile devices published by Educand from time to time. 4. Acceptance of these terms of service 4.1 By using the Website, You accept and agree to be bound by these Terms of Service. 4.2 Educand may at any time modify these Terms of Service. We will notify You of any changes to these Terms of Service either by emailing You (at the email address entered by You into the registration form on the Website) and/or by posting a notice on the Website. By continuing to use the Website after changes to these Terms of Service are made and notified to You, You agree to be bound by such changes. 4.3 You can review the most current version of our Terms of Service at any time by clicking on the “Tutor Terms of Service” link located at the bottom of the Website. It is Your responsibility to ensure that You are familiar with the current Terms of Service. You are advised to check the above link on a regular basis. 5. Information provided 5.1 In providing any information, You represent and warrant that all such information is complete, accurate and not misleading. 5.2 You further undertake to promptly update such information using the Website in the event that it changes or ceases to be complete, accurate and not misleading. 5.3 You acknowledge and agree that both Educand and Students are permitted to, and may, rely on the accuracy and completeness of the information provided by You and that any inaccuracy in such information (particularly with reference to Your qualifications and educational experience) may give rise to liability on Your part. 6. Disclosure and barring service checks 6.1 Educand may in its sole and absolute discretion perform DBS checks itself or may require Tutors to provide such checks to it. By accepting these Terms of Service and/or applying to become a Tutor, You authorise Educand to apply for one or more DBS checks, to disclose the results of such DBS checks to its staff and professional advisors and to record and retain any DBS check for its records during such time as You remain a Tutor and for 12 months thereafter. 6.2 You acknowledge and agree that Educand may in its sole and absolute discretion perform further DBS checks on You from time to time. You undertake to promptly provide any consent and/or information required by Educand to enable it to secure such DBS checks. 6.3 You acknowledge and agree that if You are accused, arrested, charged, cautioned or convicted of an offence against the person, a sexual offence or an offence against a child (each a “Relevant Offence”), such event may not be reflected on a DBS check performed on You due to such event not being disclosable, or such event not yet being recorded on the DBS’ record. 6.4 You acknowledge and agree that it is not the intention of Educand for You to be permitted to act as a Tutor when You have been convicted of a Relevant Offence and Educand shall immediately prevent You from acting as a Tutor upon it becoming aware of any such conviction. 6.5 You further acknowledge and agree that Educand may in its sole and absolute discretion prevent You from acting as a Tutor when You have been accused, arrested, charged or cautioned with a Relevant Offence. 6.6 You undertake to promptly notify Educand in writing in the event that You are accused, arrested, charged, cautioned or convicted of a Relevant Offence. 7. Complaints 7.1 Although extremely unlikely, a Tutor may be accused by a Student or (in the case of a minor) a Student’s parent or guardian of inappropriate behaviour towards a Student or other person. This can be extremely distressing and upsetting to the Tutor. 7.2 In order to reduce the possibility of this occurring, it is very important that You do not seek to contact, or otherwise communicate or interact with any Student outside of the Website and the software provided therein. 7.3 Where a Student or a Student’s parent or guardian does make a complaint of inappropriate behaviour, You must contact Educand immediately and must take all reasonable steps to distance Yourself from the Student. This includes not arranging or undertaking any further Sessions with the Student. 7.4 Educand tries to deal with complaints internally so as to bring a quick conclusion to any complaint. Educand deals with all complaints fairly and without prejudice. Notwithstanding the foregoing, Educand will take immediate steps to enforce any breach by a Tutor of these Terms of Service. 8. Your conduct 8.1 You agree and undertake to: (a) keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to the Website using Your username and password; and (b) treat any Student tutored by You with respect and to refrain from abusive, racist, homophobic, sexist or defamatory language at all times. 8.2 You undertake and agree never to give Your personal contact details to any Student or to request any personal contact details from any Student. This includes [Skype] (or other online chat) username, telephone number, email address, home address or Facebook (or other social networking account) username. In the event that You request any such information, Educand shall be permitted in its sole and absolute discretion to block Your access to the Website and prevent You from acting as a Tutor and may take any such further action as it deems appropriate. 8.3 You undertake and agree not to attempt to, or to actually, contact any Student other than through the Website. 8.4 You undertake and agree not to request or receive the bank account, PayPal or card details of any Student (or his parent or guardian). Or provide your bank account, PayPal or card details to any Student (or his parent or guardian). You acknowledge that it constitutes a material breach of these Terms of Service to attempt to circumvent Educand by receiving payment from or in respect of a Student outside of the Website. 8.5 By downloading and/or using the Website, You agree not to: (a) upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Website; (b) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website to any third party, or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website; (c) attempt to gain access to secured portions of the Website to which You do not possess access rights; (d) impersonate any other person while using the Website; (e) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Website; (f) resell or export the software associated with the Website; (g) use the Website to generate unsolicited advertisements or spam; (h) use any automatic or manual process to search or harvest information from the Website, or to interfere in any way with the proper functioning of the Website; or (i) interfere with the servers or networks connected to the Website or to violate any of the procedures, policies or regulations of networks connected to the Website, including these Terms of Service. 8.6 Any breach of the obligations in this paragraph 5 will lead to the automatic and immediate termination of Your access to the Website. 9. Our rights 9.1 In providing You with access to the Website, Educand reserves the following rights, and in accessing, browsing or otherwise using the Website You grant to Educand and agree that Educand shall have the following rights: (a) the right to refuse or withdraw Your access to the Website in accordance with applicable laws for any reason at any time (with or without notice) if in Educand’s sole and absolute discretion You violate or breach any of these Terms of Service; (b) the right to amend or update the Website, billing methods or these Terms of Service from time to time; (c) the right to report You to the police or other judicial body if Educand believes in its sole and absolute discretion that Your conduct is or may be unlawful; and (d) the right to remove any Tutor from the Website and prevent any Tutor from providing the Services. 9.2 You acknowledge and agree that we may record and/or monitor some or all sessions that You undertake with a Tutor for the purposes of crime prevention and to ensure that users do not breach any provision of these Terms of Service. 9.3 Educand will store, use and disclose any recordings we make in accordance with our Privacy Policy which can be found at the bottom of the Website by following the link “Privacy Policy”. As set out in the Privacy Policy, Educand may disclose any recording to the police or other appropriate law enforcement agency without Your consent if Educand believes in its sole and absolute discretion that You or a Tutor have broken the law. 10. Your status 10.1 Your relationship with Educand will be that of independent contractor and nothing in these Terms of Service shall render You an employee, worker, agent or partner of Educand and You shall not hold Yourself out as such. 10.2 These Terms of Service constitutes a contract for the provision of services to Students and not a contract of employment with either of Educand or any Student and accordingly You shall be fully responsible for and shall indemnify Educand for and in respect of: (a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Tutor Services, where the recovery is not prohibited by law; and (b) any liability arising from any employment-related claim or any claim based on worker status including for the avoidance of doubt and without limitation any claim based on the Agency Workers Regulations 2010 (including reasonable costs and expenses and any fine imposed on Educand) brought by You or any governmental body or by any other person on behalf of You against Educand arising out of or in connection with the provision of the Tutor Services. 11. Booking a session 11.1 When a Student wishes to book a session, he/she may undertake sessions with any tutor that they prefer. 11.2 In order to undertake the said Session, the Student must purchase one or more Sessions through the Website. By purchasing one or more Sessions, the Student enters into a direct contract with You for the provision of the Tutor Services. 11.3 The price charged for a Session includes the Fee payable to You, Educand fee for provision of the Website and any applicable VAT. 11.4 Sessions are non-transferable and a Session booked with You can only be used with You. 11.5 In the event that You wish to discontinue any Session or series of Sessions with a Student, You must contact Educand . In such circumstances, we may in our sole and absolute discretion refund the Student for any unused Sessions or allocate the Student to another Tutor. 12. Cancellations and refunds 12.1 In the event that a Student wishes to cancel a Session with You, he must notify You no less than 2 hours prior to the allotted appointment time. If less than 2 hours’ notice is given, the Student will be charge the full amount for the Session. 12.2 In the event that You wish to cancel a Session, You must notify the Student no less than 2 hours prior to the allotted appointment time. If less than 2 hours’ notice is given, You will be required to provide the postponed Tutor Session for free. 12.3 In the event that a Student believes that the Tutor Services are not suitable, he may not cancel any Sessions and/or transfer any Sessions to another Tutor. In very rare circumstances, in the sole and absolute discretion of Educand, a Student may be permitted to transfer any unused Sessions to another Tutor. 12.4 In the event that a scheduled Session cannot take place due to a failure in the Website or some other matter the responsibility of Educand, the Tutor and the Student may agree to postpone the Session and undertake the relevant Session at a mutually convenient time. 12.5 Refunds are available at Educand’s discretion for any Sessions purchased by a Student. 13. Payment 13.1 Educand collects payment from the Student in respect of each session purchased by a Student. On receipt of payment, we will notify You that the Student has paid for X sessions with you. 13.2 Once a Student has purchased one or more Sessions with You, he can book a Session. 13.3 Unless we are notified otherwise by the Student within 24 hours of the scheduled date and the time of a Session; You will be credited as having taught the session. 13.4 Within 5 working days of the end of each session, Educand will pay to Your bank account (as notified to us from time to time) an amount in respect of the Commission earned by You for the session. 13.5 Educand shall be permitted to amend the rate of Commission from time to time. 14. Reviews 14.1 A Student can review You when he/she has undertaken a Session with You. Reviews are published in the sole and absolute discretion of Educand. Educand may summarise, abbreviate and/or rephrase any review submitted by a Student. Educand may decline to publish a review where Educand considers in its sole and absolute discretion that the review is unfair, inaccurate or otherwise where there is a dispute with You. 14.2 By performing Tutor Services You permit Educand to publish any review submitted by a Student about You in full or abbreviated form on the Website or any other medium including without limitation its social networking profiles. 15. Electronic communications 15.1 You consent to receiving electronic communications and notices from Educand. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing. 16. Privacy 16.1 You provide us with information when You register on the Website and/or use the Services. We may store such information and use it to improve the Services we provide through the Website. Any information that You submit or that we collect when You are using the Website is subject to the Educand Privacy Policy, the terms of which are hereby incorporated into these Terms of Service. 16.2 Educand continually tries to keep all information secure from unauthorised access by using SSL encryption on sensitive data. However, transmission over the Internet cannot be guaranteed to be 100% secure, so any information You submit is done so at Your own risk. 16.3 Whilst we have implemented commercially reasonable technical and organisational measures to secure Your personal information from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information at Your own risk. 17. No warranty and liability limit 17.1 Educand provides the Website “as is” and without any warranty or condition, whether express, implied or statutory. Educand specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the extent permissible under the Sale of Goods Act 1979 (as amended). 17.2 Educand assumes no liability or responsibility for any errors or omissions in the Website; any losses or damages arising from the use of the Website and/or the Services; or any harm to Your reputation or losses resulting from any disclosure of information about You by us as permitted in these Terms of Service. We reserve the right to deliver the Website and the Services in our sole and absolute discretion. 17.3 Educand is not responsible for the attendance of Students at Tutor Sessions. 17.4 In no event shall Educand its shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Website, the Services or these Terms of Service, on any theory of liability, and whether or not advised of the possibility of damage. 17.5 Educand does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of Educand. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law. 17.6 From time to time You may use or access services, promotions and websites of third parties. In using or accessing third party services, promotions and websites, You agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties. 17.7 Educand specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on the Website. 18. Interruptions and suspension of the website 18.1 Educand does not guarantee the uninterrupted operation and availability of the Website. From time to time, the Website may be unavailable for any number of reasons including without limitation: (a) the performance of scheduled maintenance including on servers and data lines; (b) the performance of emergency unscheduled maintenance and/or repairs including on servers and data lines; (c) a failure by or error in respect of any service provider including without limitation any server or data line; (d) an attack on the security or system integrity of the Website including any denial of service attack; and (e) the introduction or presence of any virus or malicious code in the pages that make up or are accessible from the Website. 18.2 For the avoidance of doubt, without prejudice to the provisions of paragraph 12, Educand shall not be liable for and specifically disclaims any liability in respect of any claims, costs, losses or damages suffered as a result of any suspension or interruption to the Website howsoever caused. 19. Indemnity You agree to indemnify and hold Educand and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of Your breach of these Terms of Service and/or Your violation of any law or the rights of any third party. 20. Disputes 20.1 You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), the Website, Educand advertising or any related transaction between You and Educand shall be governed by and construed in accordance with English law. 20.2 Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales. 21. Termination Educand may change or discontinue the availability of the Website or any part thereof at any time without prior notice Educand reserves the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the Terms of Service set forth herein (with prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Website. 22. General 22.1 You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), or the Website or the Services shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales. 22.2 Educand may change or discontinue provision of the Services or the Website at any time without prior notice. We reserve the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the terms of Service set forth herein (without prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Services and Website. 22.3 These Terms of Service are agreed between You and us. No person shall have any rights under or connection with these Terms of Service under the Contracts (Rights of Third Parties) Act 1999. 22.4 If any court or competent authority decides that any term of these Terms of Service is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law. 22.5 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section. 22.6 Our failure to enforce any provision of these Terms of Service shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision. 22.7 These Terms of Service set forth the entire understanding and agreement between You and Educand with respect to the subject matter hereof.

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Company Address: Educand, Suite 2A, Blackthorn House, St Paul's Square, Birmingham, UK. B3 1RL

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