Between: (1) Callie Moir, trading as Primary Tutor Project, of 50 Belgravia Street, Penzance, Cornwall, TR18 2BL (the "Company"); and (2) The individual accepting and signing this Agreement (the "Client"). Background: (A) The Client has a requirement for tuition services. The Company sources and supplies the services of independent self-employed private tutors in order to work on assignments involving tuition services for the Client. (B) The Company agrees the supply the services of such independent tutors on the terms of this Agreement. It is agreed as follows:

1. Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires, the following definitions shall apply: "Agency Tax Legislation" means s44-47 and s688 of ITEPA and Regulations 2 and 5 of the Social Security (Categorisation of Earners) Regulations 1978. "Agreement" means this agreement between the Company and the Client comprising the terms set out in this document and each Assignment agreed subject to these terms. "Assignment" means the Tuition Services either as a single Session or as a course of Hourly Tuition and/or Home School Tuition and/or on a Fixed Price Course basis, booked by the Client as set out and agreed in the Assignment Details. "Assignment Details" means the details of the Tuition Services booked by the Client, including (without limitation) the tutor, subject, session length, lesson schedule, fees, location (whether online or in person), and any booking confirmation, email correspondence, website booking record, invoice, payment confirmation or other communication between the Business and the Client which sets out, confirms or amends the details of the Tuition Services. "Business Day" means any day (other than Saturday or Sunday) on which clearing banks are open for business in London. "Client's Group" (where the client is a body corporate) means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client. "Company's Group" means the Company, any body corporate of which the Company is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Company. "Company Background IPR" means Intellectual Property Rights owned by or licensed to the Company prior to the relevant Start Date including any information the Company provides to the Company and/or the Tutor for the purposes of performing its obligations under this Agreement. "Conduct Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended and updated from time to time. "Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the Data Protection Act 2018 ("DPA"); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time; and the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the UK GDPR. "Employment Business” means an employment business as defined in section 13(1) and (3) of the Employment Agencies Act 1973 and includes a person carrying on an employment business, and in the case of a person who carries on both an employment business and an agency means such a person in his capacity in carrying on the employment business. "Engagement" means the Client's or any Client Contact or Client Third Party Contact (as each term is defined in clause 6): (a) engagement (direct or indirect) by way of employment or contract for services or otherwise of: (i) the Tutor(s); or (ii) the Supplier; (b) making of any other arrangement for any of the persons in (a) (i) or (ii) above to provide services for the benefit of the Client or any Client Contact or Client Third Party Contact and "Engages" shall be construed accordingly. "Enhanced DBS Certificate" means an enhanced disclosure and barring service check and certificate. "Fee" means the hourly/daily/weekly charge for the Tuition Services as set out in the relevant Assignment Details. "Fixed Price Course" means Tuition Services delivered by way of a course of Sessions, as the Company may offer from time to time, for which Client(s) shall pay an overall fixed Fee (as agreed between the Client and the Company). "Force Majeure" means an event which is beyond the reasonable control of the party affected and which has the effect that that party is prevented from performing its obligations under this Agreement including, but not limited to: acts of God, expropriation or confiscation of facilities, any form of Government intervention or action, war, hostilities, rebellion, terrorist activity, local or national emergency (including an emergency service to a hospital), sabotage or riots, and floods, fires, explosions or other catastrophe, global or national epidemics, pandemics, outbreak or other crisis. Force Majeure does not include: (a) failure to adequately test any equipment supplied by a third party or other service component prior to installation, or any consequence of any such failure or; (b) strikes or other industrial action; or (c) failure to secure materials or resources; "Good Industry Practice" means the exercise of the skill, diligence, prudence, foresight and judgment which would reasonably be expected from a suitably skilled and experienced person engaged in the Tuition Services of the same or similar type as the Tuition Services. "Hourly Tuition" means Tuition Services in the form of Sessions taught on an hourly basis at the Location where there is no agreement and/or expectation that the Tutor will need to remain available between two or more such tuition Sessions. "Inside IR35" means where the circumstances under which the Supplier will provide the Tuition Services under the Assignment Details are such that the requirements set out in sections 49 and 50 of the or s61M (1), s61O or s61P of the Off Payroll IR35 Legislation are satisfied. "Intellectual Property Rights" or "IPR" means any patent, copyright (including copyright in software), decryption right, trade mark, service mark or trade name, right in software, right in design, utility model, right in databases (including the right to prevent the extraction or reutilisation of information from a database), topography right, image right, moral right, right in an invention, right relating to passing off, domain name and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the future in any country in the world. "Introduction" means the passing to a person of information which identifies or relates to the Supplier and/or the Tutor(s) and the date of Introduction shall be the date on which such information is passed to such person and "Introduces" shall be construed accordingly. "ITEPA" means the Income Tax (Earnings and Pensions) Act 2003 as amended and updated from time to time. "Location" means the location where the Tuition Services are to be performed and if they are to be delivered face to face or online as set out in the Assignment Details. "Loss" means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and legal costs incurred as a result of any pre-action inquiry or investigation, or defending or settling any assessments and/or claims); the term "Losses" shall be construed accordingly. "NICs Legislation" means the Social Security (Categorisation of Earners) Regulations 1978 and/or the Social Security (Categorisation of Earners) (Norther Ireland) Regulations 1978. "Off Payroll IR35 Legislation" means the legislation known as the Off-Payroll Working Legislation, including under ITEPA Part 2 Chapter 8 (Application of Provisions to Workers Under Arrangements Made by Intermediaries) and, (Application of Provisions to Workers' Services Provided Through Intermediaries to Small Clients) or, as applicable, Part 2 Chapter 10 (Workers' Services Provided to Public Sector) and, (Workers' Services Provided Through Intermediary to Public Authority or Medium or Large Client); s688AA of ITEPA; and any regulations that may be implemented in accordance with the Off Payroll Working Legislation. "Outside IR35" means where the circumstances under which the Supplier will provide the Tuition Services under the Assignment Details are such that the requirements set out in sections 49 and 50 of the IR35 Legislation are not satisfied. "PSC Contractor" means a Tutor who controls and directs their own limited company through which they contract and offer their services on an independent business to business basis and references to "PSC" shall be construed accordingly. "Session" means any continuous period in which Tuition Services are provided. "Short Notice Cancellation Fee" has the meaning set out in clause 8.2. "Sole Trader" means a Tutor with whom the Company directly contracts to provide Tuition Services on a self-employed basis. "Supplier(s)" means (where relevant) the intermediary as set out in the relevant Assignment Details and including entities as defined in sections 49, and 51(1) to (5) or section 61N(;9), subsections (9) to (12) of ITEPA and any future updating reference, and including (without limitation) a company commonly known as a personal service company in which the Tutor has a material beneficial interest. "Tutor Background IPR" means IPR owned by or licensed to the Supplier or Tutor prior to the Start Date. "Tuition Services” means the Session or series of Sessions to be delivered by the Tutor for the Client as set out in the relevant Assignment Details (which for the avoidance of doubt may be Sessions relating to Hourly Tuition, Home School Tuition or any Fixed Price Course). "Tutor" means the individual and any substitute pursuant to clause 5 who is registered with the Company to provide Tuition Services and who accepts an Assignment including an individual supplied by a Supplier. Where the Supplier of a Tutor is a personal service company reference to Tutor in this Agreement shall include where the context allows the individual operating via that personal service company; "Work Results" means any item of work carried out and delivered pursuant to this Agreement as part of or arising out of the Tuition Services. 1.2 Each term starting with a capital letter and not defined in clause 1.1 or elsewhere in this Agreement is as defined in the Assignment Details. 1.3 References to "Supplier" are only relevant if the Company engages the Tuition Services of the Tutor via a contractual intermediary such as a PSC. 1.4 Reference to the Client shall, to the extent the context permits, be the person who is benefitting from the tuition services 1.5 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after the date of this Agreement) under it from time to time. 1.6 Where the context permits, words denoting: (a) persons shall include bodies corporate and unincorporated associations of persons; (b) the singular include the plural and vice versa; and (c) one gender shall include any gender. 1.7 These terms and conditions together with the Assignment Details form the Agreement relating to relevant Tuition Services (and shall be deemed to be accepted by the Client) as from the earlier of the date on which the Company first Introduces the services of a Supplier and/or Tutor(s) to the Client for those services or the Client first issuing a request for those services to the Company. In the event of any conflict or inconsistency between any Assignment Details and these terms and conditions the terms of the relevant Assignment Details shall take precedence. 1.8 For the purposes of the Conduct Regulations the Company shall operate as an "employment business" in relation to the Tutor (except where any permanent placement results from the Company's introduction(s) to their client in which case the Company shall act as an employment agency). The Conduct Regulations only apply to work-finding services by an employment business where the worker works for and under the control of a hirer. The Tutor will not work under the control of any person and as such the services of the Company are not work-finding services for the purposes of the Conduct Regulations where the Tutor is self-employed. Nevertheless to the extent that the Regulations may be deemed to apply, which the Company does not accept, the Company shall operate as an employment business in relation to the Tutor (except where any permanent placement results from the Company's introduction(s) to their client in which case the Company shall act as an employment agency).

2. The Company's obligations 2.1 Subject to the provisions of clause 5 the Company will enter into a contract with the relevant Tutor(s) and/or Supplier (s) for the provision of the Tuition Services on the terms set out in the relevant Assignment Details. 2.2 The Company shall supply the Client (prior to the relevant Start Date) with confirmation of the following: (a) the identity of the Tutor; (b) that the Tutor has the experience, training, qualifications, relevant safeguarding checks and any other authorisation which the Client states that it considers are necessary, or required by law or by any professional body, to perform the Tuition Services; and (c) that the Tutor is willing to provide the Tuition Services. 2.3 The Company will, by way of its contract with the Tutor(s) or Supplier(s), require the Tutor(s) or Supplier(s) to: (a) supply the Tuition Services in accordance with Good Industry Practice; (b) work with the Client to agree the scope of work and to generally work towards helping to deliver the Client's aims and objectives; (c) comply with all relevant Client regulations, policies and protocols as notified by the Client to the Company from time to time, including on health and safety and security insofar as such policies apply to independent contractors; (d) make up any time either at the end of that Session, or before or after another Session if they are late to a Session. For the avoidance of doubt, if the Client is late, there will be no obligation to extend the duration of the Tuition Services and any additional time will be charged in accordance with clause 4; (e) use all reasonable endeavours to provide at least 24 hours' notice if they are incapacitated, unavailable or otherwise unwilling to provide the Tuition Services. The Company shall use its reasonable endeavours to provide a suitable substitute or re-arrange the Assignment. 2.4 The Company will require the Tutor to confirm or (where Tuition Services are delivered by a Supplier) the Supplier(s) to confirm that the Tutor: (a) has valid and subsisting leave to enter and remain in the United Kingdom for the duration of the relevant Assignment; and (b) is not (in relation to the leave in clause 2.4(a)) subject to any conditions which may preclude or have an adverse effect on the provision of the Tuition Services. 2.5 Where the Tutor is required by law or any professional body to have certain qualifications or authorisations to provide Tuition Services the Company will use reasonable endeavours to obtain and offer to provide you copies of such and if the Assignment involves providing services to or caring for or attending children or vulnerable persons the Company will use its reasonable endeavours to provide you with an Enhanced DBS Certificate and obtain and offer to provide copies of two references from persons who are not relatives of the Tutor. 2.6 If the Company is unable to obtain and provide any information referenced in clause 2.5 to the Client it shall provide any information it has been able to obtain and explain that it has taken all reasonably practicable steps to obtain and provide the information referenced in clause 2.5; and inform the Client of details of the steps it has taken in order to obtain and provide the information referenced in clause 2.5.

3. The Client's obligations 3.1 The Client warrants covenants and undertakes that it has given (or will, prior to the relevant Start Date, give) to the Company sufficient information in order for the Company properly to consider the suitability of the Tutor(s)/Supplier(s) to work on the Assignment in accordance with the Assignment Details, including but not limited to: (a) the identity of the Client and, if applicable, the nature of the Client's business; (b) the commencement date on which the Client requires provision of the Tuition Services to commence and, the duration or likely duration of provision of the Tuition Services; (c) details of the position which the Client seeks to fill, including the type of work a Tutor in that position would be required to do; (d) details of any expenses payable by or to the Tutor; (e) details of the Assignment and Tuition Services required; (f) full details of the subject areas and academic courses for which the Tutor is required and, in particular, any special skills required of the Tutor; and (g) any special experience, training, qualifications and any authorisations which the Client considers are necessary, or which are required by law or by any professional body for a Tutor to possess in order to provide the Tuition Services. 3.2 The Client shall: (a) allow the Tutor(s) and the Supplier(s) to determine how the Tuition Services should be performed; (b) not request a Tutor to undertake work outside the scope of the Assignment except as agreed in writing with the Company. For the avoidance of doubt, any proposed changes to the length or frequency of the Tuition Services must be notified to the Company; (c) notify the Company immediately if it is dissatisfied with the performance by the Supplier(s) or Tutor(s) of the Tuition Services (in which case the provisions of clause 5 shall apply), and, for the avoidance of doubt, the Client has no authority to discipline any Tutor(s) or to terminate (other than by termination of the Assignment pursuant to this Agreement) the provision of the Tuition Services via any Supplier(s) or Tutor(s); (d) (without limitation to the above) not commit any act or omission constituting unlawful discrimination or harassment of any Tutor(s) in connection with the performance of the Tuition Services; (e) notify the Company via email as soon as reasonably practicable of any proposed alteration, adjustment or extension to the Assignment. The Company shall provide a written response via email and shall not unreasonably withhold its consent to a change or extension requested by the Client. In response to a request, (if applicable) the Company will advise the Client whether the change is practicable and, if so, any related changes it would wish to make to the Fee. Pending agreement to implement changes, the Company shall be entitled to treat any out of scope services as additional consultancy services, chargeable on a time spent basis in accordance with the Fees set out in the relevant Assignment Details; and (f) not Introduce a Tutor to a third party other than via the Company. 3.3 In relation to any Assignment the Client warrants, covenants and undertakes that it does not have the right to and shall not (and no other person shall have the right to and no other person shall) subject the Tutor to any supervision, direction or control ("SDC") in relation to how to deliver the Tuition Services and that there shall be no framework of control. 3.4 For the avoidance of doubt, supplies of consultancy services made by PSC Contractors under this Agreement are intended to be made by independent Tutors providing their services in a way which the parties reasonably expect will be assessed as falling Outside IR35. The Client warrants, covenants and undertakes that it is not a large or medium-sized company as defined by the Companies Act 2006. 3.5 For the avoidance of doubt, supplies of consultancy services made by Sole Traders under this Agreement are intended to be made by independent Tutors providing their services in a way which the parties reasonably expect will not be subject to SDC, or be subject to the right of SDC by any person or subject to any framework of control. Notwithstanding this understanding and without prejudice to any of the other provisions of this Agreement, if the Client fails to confirm that the Tutor is not subject to SDC or framework of control by anyone and or fails to continue to warrant any of the warranties outlined in clause 3.3, the Company reserves the right to pay the Tutor and/or Supplier subject to PAYE and NICs deductions in accordance with the Agency Tax Legislation until such time as the Client confirms that the Tutor is not subject to SDC or framework of control by anyone. 3.6 The Client shall notify the Company without delay whenever it has reason to believe that any of the following apply: (a) the circumstances under which the Tutor(s) (in relation to Tuition Services delivered by any PSC Contractor) provides or will provide the Tuition Services under the Assignment has or will change such that the Assignment would go from Outside IR35 to one of Inside IR35 (in relation to Tuition Services delivered by a PSC Contractor); (b) the circumstances under which the Tutor provides or will provide the Tuition Services under the Assignment has changed or will change such that the Tutor will be subject to SDC or the right of SDC or a framework of control; (c) the Assignment involves working as an officer of the Client; (d) the Tuition Services are the same as or substantially the same as those performed by any of the Client's employees; and (e) the Assignment involves the Supplier(s) and/or the Tutor(s) managing Client staff. 3.7 The Company shall be entitled to terminate the Assignment by written notice to the Client with immediate effect if: (a) it has reasonable grounds to believe that the circumstances under which the Tuition Services are provided and/or the nature of the Assignment have changed (including any notice under clause 3.6); or (b) (in relation to Tuition Services delivered by a Sole Trader) the Client indicates that the Sole Trader is subject to SDC or framework of control or fails to provide confirmation in accordance with clause 3.3). 3.8 The Client shall co-operate with the Company's reasonable requests for information in the event that HMRC and/or the Supplier(s) and/or the Tutor(s) challenge the IR35 status of the Tutor and/or any payment(s) the Company pays to the Supplier(s) in respect of Tuition Services supplied on the Assignment. 3.9 The Client shall indemnify (and keep it indemnified fully on demand) the Company against any and all Losses incurred by the Company by reason of any proceedings, claims or demands by any third party (including specifically, but without limitation, HMRC and any successor, equivalent or related body, pursuant to any of the provisions of ITEPA or the NICs Legislation (and or any supporting or consequential secondary legislation relating thereto)) suffered or incurred by the Company arising out of the Company relying, in good faith, on the warranties in clause 3.3 (in relation to Tuition Services delivered by Tutors).

4. Payment of Fees 4.1 The Client shall book Tuition Services through the Company's online booking platform at www.primarytutorproject.com. A booking is not confirmed until full payment has been successfully received by the Company. 4.2 Unless otherwise agreed in writing by the Company, all Tuition Services must be paid for in advance at the time of booking. Payment secures the Tutor's availability and reserves the Client's place for the relevant lesson block. 4.3 Tuition is generally booked and paid for in half-termly blocks. The total Fee for the relevant lesson block shall be displayed to the Client before the booking is completed. 4.4 Payment shall be made using the payment methods made available through the Company's online booking platform. The Client is responsible for any bank charges, currency conversion charges, international transaction fees or other charges imposed by their payment provider. 4.5 Any services requested by the Client that fall outside the scope of the original booking, including but not limited to additional tuition sessions, assessments, consultations, reports or bespoke resources, shall be charged separately. The applicable Fee and payment terms will be agreed with the Client before such services are provided. 4.6 The Company reserves the right to amend its Fees from time to time. Any revised Fees shall apply only to future bookings and shall not affect lesson blocks that have already been booked and paid for. 4.7 Fees paid are subject to the cancellation and rescheduling provisions set out elsewhere in this Agreement. Except where required by law or expressly stated in this Agreement, Fees paid are non-refundable. 4.8 If any payment is declined, reversed, disputed, subject to a chargeback, or otherwise remains outstanding, the Company reserves the right, without liability, to suspend or terminate access to Tuition Services until all outstanding sums have been paid in full and cleared funds have been received. 4.9 Where any amount remains unpaid, the Company may immediately suspend all scheduled Tuition Services until payment has been received in full. The Company shall not be liable for any loss, missed lessons, academic impact or inconvenience arising from such suspension. 4.10 All amounts payable under this Agreement shall be paid in full without deduction, withholding, counterclaim or set-off except where required by law. 4.11 All Fees are charged and payable in pounds sterling (£). The Company shall not be responsible for exchange rate fluctuations or any charges applied by the Client's bank, card provider or payment processor. 4.12 The Company is not currently registered for Value Added Tax (VAT) and therefore VAT is not chargeable on Fees. Should the Company's VAT status change in the future, the Company reserves the right to amend its Fees accordingly, with any revised Fees applying only to future bookings.

5. Substitution of Tutor(s) 5.1 The Client acknowledges and agrees that the Supplier (where the Tutor is providing Tuition Services via a PSC) or the Tutor (where the Tutor is a Sole Trader) shall be entitled from time to time to delegate the performance of the Tuition Services to or otherwise use the services of, a suitably qualified, skilled and experienced substitute tutor provided that the Client shall be entitled to refuse to accept a substitute, if in its reasonable opinion such individual is not suitable, due to lack of skills experience and qualifications. The Company will remain liable for the services completed by substitute personnel and will bear any costs. 5.2 The Company will provide full particulars of any substitute to the Client prior to the substitute working on an Assignment. 5.3 If within 24 hours of the relevant Start Date the Supplier (where the Tutor is providing Tuition Services via a PSC) or the Tutor (where the Tutor is a Sole Trader) fails in the reasonable opinion of the Client to perform the relevant Tuition Services satisfactorily, the Client shall notify the Company in writing to that effect and the Company will use its reasonable endeavours to procure that a suitable substitute Supplier or Tutor is available to perform the Tuition Services as soon as possible. If no such substitute is available within 7 Business Days or such other period as the parties may agree after receipt by the Company of the Client's written notification of unsatisfactory performance, then the Client may terminate the relevant Assignment by written notice in accordance with clause 7.

6. Protection of the Company's business interests 6.1 For the purposes of this clause 6: (a) "Direct Engagement" means where the Client, any member of the Client's household, family, school, organisation, business or any third party introduced to a Tutor by the Client directly or indirectly engages, employs, contracts with or otherwise receives educational services from a Tutor introduced by the Company other than through the Company. (b) "Introduction" means the introduction of a Tutor to the Client by the Company, whether or not Tuition Services subsequently take place. (c) "Restricted Period" means: (i) where Tuition Services have not commenced, the period of twelve (12) months from the date of Introduction; or (ii) where Tuition Services have commenced, the period of twelve (12) months from the date on which the Tutor last provided Tuition Services to the Client through the Company. (d) "Introduction Fee" means £1,500 or such other amount as may be specified in the Assignment Details or agreed in writing between the parties. 6.2 Where an Introduction does not result in Tuition Services being provided through the Company, and the Client enters into a Direct Engagement with the Tutor during the Restricted Period, the Client shall immediately notify the Company and shall pay the Introduction Fee within fourteen (14) days of written demand. 6.3 Where a Tutor has provided Tuition Services to the Client through the Company and: (a) the Client notifies the Company that it wishes to engage the Tutor directly; or (b) the Client otherwise enters into a Direct Engagement with the Tutor during the Restricted Period, the Client shall immediately notify the Company and shall pay the Introduction Fee within fourteen (14) days of written demand. 6.4 The Client shall not introduce a Tutor introduced by the Company to any third party for the purpose of obtaining educational services outside of the Company. 6.5 The Introduction Fee shall remain payable in full regardless of the duration of the Direct Engagement and no refund shall be payable if the Direct Engagement subsequently terminates. 6.6 The Client acknowledges that the Company incurs significant costs in recruiting, vetting, training, safeguarding, onboarding, managing and supporting Tutors and that the Introduction Fee represents a genuine and reasonable contribution towards those costs and the loss suffered by the Company as a result of a Direct Engagement. 6.7 Payment of the Introduction Fee shall be without prejudice to any other rights or remedies available to the Company arising from a breach of this Agreement. 6.8 This clause shall survive the termination or expiry of this Agreement.

7. Termination 7.1 This Agreement shall continue unless terminated: (a) by written notice with immediate effect by the Company if: (i) there is any breach of this Agreement by the Client, which is, in the reasonable opinion of the Company: (A) capable of being remedied and the Client fails to remedy the breach within 7 days of receiving written notice from the Company; or (B) incapable of being remedied. (ii) the Client fails to pay any amount which is due to the Company in full and on the date that the payment falls due; (iii) credit insurance in relation to the Client is withdrawn or otherwise flagged as high risk; or (iv) the Client is entitled to terminate this Agreement under clause 5.3 if the Company is unable to find a substitute. (b) by written notice with immediate effect (i) by either party if that party shall become unable to commence, continue or completely perform its obligations under this Agreement by reason of illness, injury, other incapacity or by reason of Force Majeure affecting that party, which is not within that party's reasonable control; or (ii) by either party if either party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, or admits inability to pay its debts; or (iii) if the Company has reasonable grounds to believe that an application is made to the court, for the appointment of an administrator, a notice of intention to appoint an administrator is given over the Client.

8. Cancellation 8.1 Without prejudice to the rights to terminate the whole Agreement under clause 7.1, where the any Session is cancelled or terminated by the Client before the expected commencement of the Session, the Client shall pay a Short Notice Cancellation Fee (calculated in accordance with clause 8.2) to be paid to the Company in such manner as may be notified by the Company from time to time. 8.2 Short Notice Cancellation Fee shall be as follows: (a) If the Client cancels a Session with less than 24 hours' notice before the scheduled start time, the full Fee for that Session shall be payable and no refund or credit shall be due. (b) Where the Client has booked a Fixed Price Course, holiday camp, workshop or other programme sold as a package, and cancels less than 7 days before the scheduled start date, the full Fee for the programme shall remain payable and no refund, credit or transfer shall be due. If the Client cancels 7 days or more before the scheduled start date of a Fixed Price Course, holiday camp, workshop or other programme sold as a package, the Company may, at its sole discretion, offer a refund, credit or transfer to an alternative programme. 8.3 The Company shall be entitled to cancel any Assignment by written notice with immediate effect and without liability or prejudice to any right for relief if in good faith if the Company forms the opinion for any reason that (i) the Client may not meet its obligations to the Company, or (ii) the Supplier/Tutor(s) may no longer be willing, or able or suitable to undertake the Tuition Services for the Client. 8.4 The Company shall be entitled to terminate any Assignment by written notice to the Client with immediate effect in accordance with clause 3.7, clause 4.7 and/or clause 9.2.

9. Acknowledgements and Liability 9.1 Nothing contained in this Agreement shall in any way constitute any Tutor as the employee(s) or worker(s) of the Company or the Client; and the Company confirms that the Tutor is engaged under a contract for services (in respect of which, without limitation, neither the Company nor the Client has the right to control or direct the way in which the Supplier or the Tutor perform the Tuition Services). Accordingly the Company shall not be liable for any Loss relating to the failure of the Tutor to perform the Tuition Services in accordance with this Agreement. 9.2 The Client acknowledges that any Tutor offers consultancy services on an independent business to business basis and accordingly neither the Client nor the Company supervises and/or has the right to control the actions of the Supplier(s) or Tutor(s) in the way that it would if an employment or worker relationship existed. If the Client does, or intends to, supervise, direct or control the manner in which the Tuition Services are performed by the Tutor(s), the Client shall immediately notify the Company of that fact. The Company shall be entitled to terminate any Assignment by written notice to the Client with immediate effect if it receives such notice from the Client or otherwise has reasonable grounds to suspect the Tutor no longer works independently. 9.3 The parties acknowledge that the Company is not obliged to put the Supplier and/or the Tutor(s) forward for consideration by the Client for the provision of services and the Supplier and/or the Tutor(s) is not obliged to provide services to the Client beyond the termination or expiry of the relevant Assignment. 9.4 The Business does not guarantee any specific academic outcome, examination result, school placement, grade improvement or educational achievement. Tuition Services are provided on a best endeavours basis and outcomes will depend on a range of factors outside the Business's control. 9.5 The Client acknowledges that the Company is not in a position to assess and insure against risks in respect of or during or arising out of the period for which the Supplier and/or the Tutor(s) is performing the Tuition Services. 9.6 Subject to clause 9.1 and 9.7, the Company shall not be liable for any Loss in excess of the greater of £10,000 or the fees due by the Client to the Company in respect of any claim or related claims, or any Losses or delay arising from: (a) any failure to provide the services of the Supplier(s) and/or Tutor(s) for all or part of the term of this Agreement; (b) the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Supplier(s) or the Tutor(s), including, without limitation, any lack of skill of the Supplier(s)/Tutor(s); (c) theft of any data or materials by the Tutor(s); (d) any special, indirect or consequential damages or loss; or (e) any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by the Company to perform its obligations under this Agreement. 9.7 Nothing in this Agreement shall operate to exclude or limit the Company's liability for: (a) death or personal injury caused by the Company's negligence; (b) its own fraudulent acts or omissions; or (c) any other liability which cannot by law be excluded.

10. Disputes 10.1 If any dispute arises between the parties with respect to the performance of the Tuition Services, the conformity of the Tuition Services with the provisions of this Agreement or as otherwise specified under this Agreement the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 28 Business days of notice of the dispute, the mediator will be nominated by CEDR.

11. Confidentiality and Intellectual Property 11.1 The Company will, by way of contract with the Tutor/Supplier, require that the Tutor/Supplier shall: (a) keep confidential, all information relating to Work Results, Intellectual Property Rights in the Work Results and the Client's business and affairs (including, for the avoidance of doubt, Fees) ("Confidential Information") which may become known to it/them in connection with the supply of the Tuition Services; and (b) enter into any and all assignments of Intellectual Property Rights (relating to Work Results) or confidentiality undertakings that the Client may reasonably require it or them to enter into. 11.2 The Client shall keep all information comprising an Introduction (including, without limitation, Personal Data (as defined in clause 12)) relating to any potential Tutor/Supplier and/or Tutor(s) confidential and undertakes not to use such information for any purpose other than to arrange for the Supplier(s) to supply the Tuition Services. 11.3 All Intellectual Property Rights in any deliverables, and in any materials which are created by or on behalf of the Tutor/Supplier as a result of the provision of the Tuition Services and which are produced for, on behalf of or at the request of the Client pursuant to an Assignment shall vest in the Tutor/Supplier. 11.4 Where any deliverables and any other materials which are otherwise created by or on behalf of the Tutor/Supplier as a result of the performance of the Tuition Services are supplied with or have embedded in them Tutor Background IPR then the Tutor/Supplier shall retain ownership of such Tutor Background IPR, but hereby grants to the Client a non-exclusive, perpetual (unless agreed otherwise in the relevant (Assignment Details), irrevocable, royalty-free licence to use such Tutor Background IPR in any way whatsoever to facilitate and/or enable full use of the deliverables or other materials and, for this purpose, to sub-license such Supplier Background IPR to third parties.

12. Data Protection 12.1 The contractual obligations of the parties in relation to Data Protection Laws can be found here.

13. Anti-Bribery 13.1 The Client shall comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption ("Anti-Bribery Laws"), including without limitation the Bribery Act 2010.

14. Modern Slavery Act 14.1 The Client shall comply with all applicable laws relating to modern slavery and human trafficking including the Modern Slavery Act 2015 ("MSA").

15. General 15.1 This Agreement together with each Assignment agreed by parties hereunder constitute the entire agreement between the parties and supersede all previous agreements and arrangements (if any) whether written, oral or implied between the Company and the Client relating to the Tuition Services and all such agreements still effective at the date of this Agreement (if any) shall be deemed to have been terminated by mutual consent with effect from the Start Date but without prejudice to any rights which have arisen prior to such termination and so that nothing in this clause 15.1 shall operate to exclude or limit the liability of any party in respect of fraud. 15.2 The Client acknowledges that, in entering into this Agreement, it has not relied on any representations by the Company, the Supplier(s) or the Tutor(s) made before the execution of this Agreement or the relevant Assignment other than those expressly set out in this Agreement. 15.3 This Agreement is personal to the Client and the Client shall not be entitled to assign or sub-contract its obligations or rights under this Agreement to any third party without the prior written consent of the Company. The Company shall however be entitled to assign this Agreement to any member of the Company's Group and, upon such assignment, without prejudice to the assignor's rights in respect of matters arising prior to such Assignment; all references to the Company shall be deemed to refer to the assignee. 15.4 No amendment to this Agreement is (including any change to Assignment scope) shall be effective unless it is in writing and signed on behalf of each party by a person duly authorised by that party. The Company will act in good faith to consider all reasonable changes to Assignment scope that may be requested by the Client. 15.5 Any notice required to be given under this Agreement (including the delivery of any work record or invoice) shall be in writing signed by a person duly authorised by the sending party and delivered by hand, e-mail or prepaid first class post to the recipient address specified in this Agreement (or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement). 15.6 It is agreed that PSC Contractors or Sole Traders shall not work for and under the SDC or framework of control of the Client. As the Client has determined that these PSC Contractors and Sole Traders are independent contractors and not subject to SDC or any framework of control the Agency Workers Regulations 2010 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 do not apply to these arrangements. 15.7 This Agreement shall be governed by and construed in all respects in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction. 15.8 None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of the Company who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.