Contractor Agreement for Tutors.
Minerva Tutors Ltd – Contractor Agreement for Tutors
The following arrangements are understood and agreed by Minerva Tutors Limited (MT) and you (Tutor) in connection with any agreement you enter into, following an introduction by MT, with the student or the student’s parent/guardian (as the case may be, the Client) to provide tutoring services to the student (Services):
Once a tutoring booking has been confirmed, you are entering into an agreement between you (as Tutor) and the Client. MT acts as an agent on behalf of the Tutor and the Client. MT is only responsible for endeavouring to match each student with an appropriate Tutor for the specific subject, dates and times requested or agreed by the Client, and is not responsible for the content of lessons or the teaching methods.
Services to Clients
In delivering the Services, you shall use your best endeavours to promote the interests of MT, unless prevented by ill health or accident, and shall carry out the provisions of the agreed Services.
If you are unable to provide the Services due to illness or injury you shall notify the Company as soon as reasonably practicable and provide us with such evidence as we may require.
With our prior written approval and subject to the following proviso, you may appoint a suitably qualified substitute to perform the Services on your behalf, provided that the substitute shall be required to enter into direct undertakings with the Company, including with regard to confidentiality. We will continue to pay you your fee and you shall be responsible for the remuneration of (and any expenses incurred by) the substitute. For the avoidance of doubt, you will not be paid for any period during which neither you nor any substitute provides the Services.
You shall ensure that you are available at all times on reasonable notice to provide such assistance or information as the Company may require.
Facilities and Equipment
Suitable facilities will be provided by the Company where necessary for the Tutor to provide the Services. Tutors are expected to provide their own tools/equipment, however, the Company will provide the means to write your lesson reports, record your hours and create your monthly invoices via our online software Temple. The Tutor should not regard any MT property as his or her own and all such property must be returned on termination of this agreement. This may include, but is not limited to, any documents, books or other materials.
The rate for Tutors varies depending on the job and the experience of the Tutor. We will always notify you of the rate proposed for any assignment, to give you the opportunity to accept the role or not.
Your invoices are automatically submitted to MT on a monthly basis if you record your lesson reports (see below) on time. MT will then pay such invoices, usually within 14 days, and once the client has paid. You should not accept any payment direct by the client. To facilitate our role of matching students with appropriate Tutors and maintaining and monitoring that appropriateness, by entering into this agreement you agree not to take part in any discussion of the rate with the Client or to accept any payment from the Client in addition to or in lieu of the rate notified to you by us, and to refer all such discussions directly to us.
You may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place you in a conflict of interest or potential conflict of interest with that of MT. However, you may not be involved in any capacity with a business which does or could compete with the business of the MT without the prior written consent of a Director of MT, except as a freelance tutor.
You will be an independent contractor and nothing in this agreement shall render you an employee, worker, agent or partner of MT and you shall not hold yourself out as such.
You shall be fully responsible for and indemnify the Company against any liability, assessment or claim for:
(a) any taxation whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law;
(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any substitute against the Company arising out of or in connection with the provision of the Services.
MT may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
Health & Safety
Whilst on the Company’s or Client’s premises you shall conform in all respects with statutory requirements in force relating to Health & Safety, Security and the Environment.
Child Safeguarding Policy & DBS Checks
Although tutors are not legally required to undergo DBS checks it is in your best interest to do so and we will only give work to tutors who do have current up to date Enhanced DBS checks. If you do apply, then please apply for the Enhanced level of DBS check is as this is the level of disclosure required for professions that involve work with children and vulnerable adults. You can apply to obtain a DBS check here.
Should you have any safeguarding concerns regarding a pupil you should report to MT’s safeguarding officer, Edward, in a separate email detailing your concerns.
You commit to complete reports to the level expected by parents: in timely fashion (24 hours from the lesson), accurate and in a positive manner as described in the welcome pack.
All reasonable expenses (books, travel, etc) must be agreed with client and approved by MT before you submit them for reimbursement. Any expenses incurred by you without the agreement of the client will not be reimbursed to you.
We are entitled to deduct from any sums payable to you, any amounts that you may owe MT at any time.
As a self-employed tutor you must agree a cancellation policy with each client you are introduced to. We suggest this is done at your first lesson. MT’s suggested cancellation policy for tutors is described below, but you are entitled to assign your own.
The Suggested Cancellation Policy is that the client must give 72 hours’ or more notice to avoid paying any fee. For 48 – 72 hours’ notice the client is obliged to offer an alternative date to the tutor or pay half of the agreed fee to MT. For 48-24 hours’ notice the client is obliged to offer an alternative date to the tutor or pay the entire fee. For less than 24 hours’ notice the client is obliged to pay the fee in its entirety and the tutor is not obliged to accept the offer a new date.
MT does not accept any liability for any claims by the client arising out of or related to the carrying out of the tutoring by you and you agree to indemnify MT without limit in respect of any such claims.
As a self-employed tutor you are not covered by MT’s insurance. For help and advice on arranging your insurance you can contact the Tutors’ Association.
Sharing Mobile phone number with MT
By agreeing to these terms and conditions you agree to be contacted by MT in order to be informed more quickly of new vacancies available to you via text, email or WhatsApp.
Confidential Information and Company Property
You shall not use or disclose to any person, either during or at any time after the period of your agreement with the Company, any confidential information about the business or affairs of the Company or any of its business contacts, or about any other matters which may come to your knowledge in the course of providing the Services, including payment rates, terms and other arrangements. For the purposes of this clause 6, confidential information means any information or matter which is not in the public domain and which relates to the affairs of the Company or any of its business contacts.
The restriction in clause above does not apply to:
(a) any use or disclosure authorised by the Company or as required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.
All documents, manuals, hardware and software provided for your use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones if provided by the Company), remain the property of the Company.
You hereby assign to MT all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from the Services for MT. You agree promptly to execute all documents and do all acts as may, in the opinion of MT, be necessary to give effect to this clause. All work undertaken for MT and all items produced in connection with the provision of the Services including applications, training materials, documentation shall remain the property of the Company at all times
The Company may at any time terminate this agreement with immediate effect with no liability to make any further payment to you (other than in respect of any accrued fees or expenses at the date of termination) if:
(a) you are in material breach of any of your obligations under this agreement or;
(b) other than as a result of illness or accident, after notice in writing, you wilfully neglect to provide, or fail to remedy any default in providing the Services.
Any delay by MT in exercising its rights to terminate shall not constitute a waiver thereof.
Obligation Upon Termination
Any MT property in your possession and any original or copy documents obtained by you in the course of providing the Services shall be returned to a Director of MT at any time on request and in any event prior to the termination of this agreement. You also undertake to irretrievably delete any information relating to MT’s business which is stored on any magnetic or optical disk or memory and all matter derived from such sources which is in your possession or under your control outside the premises of the Company.
In order to protect MT’s interest in its goodwill and connections, you hereby agree and undertake that:
You shall not at any time prior to the termination of this agreement, either on your own behalf or for any other person directly or indirectly approach, canvass, solicit or otherwise endeavor to entice away from MT the custom of any person who is a customer, client (tutor, parent, guardian or student) of, or supplier to, MT, and you shall not use your knowledge of or influence over any such customer, client or supplier to or for your own benefit or for the benefit of any other person carrying on business in competition with MT or otherwise use your knowledge of or influence over any such customer, client or supplier to the detriment of MT.
You shall not for a period of 12 months after the termination of this agreement either on your own behalf or for any other person directly or indirectly approach, canvass, solicit or otherwise endeavour to entice away from MT the custom of any person or company who, at any time during the 12 months immediately preceding the termination of this agreement, has been a customer, client or supplier of the Company and with whom you shall have personally had dealings.
You shall not for a period of 12 months after the termination of this agreement either on your own behalf or for any other person supply, directly or indirectly and whether solicited by you or not, provide any goods or services to any person or company who at any time during the 12 months preceding the termination of this agreement has been a customer or client of, or supplier to, the Company and with whom you shall have personally had dealings.
Each paragraph of this section constitutes an entirely separate and independent restriction on you. Where any such paragraph is held void or unlawful or unenforceable in any respect then such paragraph shall be severed from this section and the other paragraphs shall be left unaffected.
Variation and Third Party Rights
This agreement may only be varied by a document signed by both the Tutor and MT.
In the event that any such changes materially impact the cost you of performing the Services or the time required for such performance, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees and schedule, as applicable
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Tutor and MT shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.
The Company collects and processes certain types of data about you and does so in line with the General Data Protection Regulation and the Data Protection Act in force from time to time. Please read the Company’s Privacy Notice for Contractors which is attached to this document for more information about the types of data processed and the reasons for the processing.
Where you, as part of the provision of your services, process data on behalf of the Company, you are acting as a data processor. You understand your responsibilities in relation to the General Data Protection Regulation and have in place appropriate technical and organisational measures to ensure data is processed in accordance with those responsibilities.
Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it via registered post, to the relevant party (in the case of MT) its registered office for the time being and (in the case of the Tutor) his or her last known address, or by sending it via email to the relevant party. Any such notice shall be deemed to have been received:
(a) if delivered personally, at the time of delivery;
(b) in the case of registered post, 48 hours from the date of posting; and
(c) in the case of email, at the time of sending.
In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post.
Entire Agreement and Previous Contracts
Each party on behalf of itself acknowledges and agrees with the other party that:
(a) this agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Tutor and MT and supersedes any previous agreement between them;
(b) in entering into this agreement neither party has relied on any pre-contractual statement.
Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud.
This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
The parties irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Codes of Conduct
You agree to adhere to MT’s “Three Ps” when meeting students or parents who have been introduced to you by MT:
Polite, Punctual, and Presentable