3.5.5. Notify YPTO promptly of any issues related to your access to the Tools.

3.5.6. Accept full responsibility for any disputes arising from your use, misuse, or any malfunctioning of your Tools.

3.5.7. Obtain, use, and maintain your Tools in good working order. Any issues with your personal computer or internet service provider are not the responsibility of YPTO, and YPTO shall have no liability in this regard. You must use a headset and microphone (not loudspeakers), properly plugged in and configured.

3.5.8. Conduct yourself according to the highest professional standards and avoid any actions that could discredit YPTO.

3.5.9. Accept only instructions and Tutorials within your expertise and competence.

3.5.10. Ensure that all information provided by you to YPTO and the Customer remains accurate, up-to-date, and complete throughout the duration of this Agreement.

3.6. Immediately notify the Customer if you become ill or otherwise incapable of providing the Tutoring Services.

3.7. If clause 3.6 applies, YPTO and the Tutor shall discuss in good faith a possible delay of the Tutoring Services. During such discussions, you shall inform YPTO of your proposed agreement with the Customer regarding the delay or reassignment of the Tutoring Services to another Tutor.

3.8. Notwithstanding clause 3.7, and any proposals or agreements thereunder, we reserve the right to take any action if clause 3.6 applies.

3.9. You agree to comply fully with our Acceptable User Agreement, as updated from time to time.

3.10. Without prejudice to any other rights or remedies, we reserve the right to suspend or deactivate your YPTO Login, Account, and access to the Site and any part of our platform without notice at any time for any actual or suspected breach of any of your obligations under this Agreement.

4. YPTO OBLIGATIONS

4.1. YPTO agrees to:

4.1.1. Subject to clause 4.2, provide the YPTO Services with due care, skill, and ability, in a timely manner, and in the best interests of the Customer and the Tutor.

4.1.2. Devote sufficient time to the provision of the YPTO Services as may be necessary for their proper performance.

4.1.3. Promptly provide the Tutor with all necessary information in connection with the provision of the YPTO Services.

4.2. We may suspend, withdraw, or restrict the availability of all or any part of the Site and the YPTO Services for business and operational reasons, including regular (and emergency) maintenance and upgrades. Where reasonably possible, we will notify you in advance of these activities.

4.3. YPTO shall use reasonable endeavors to make the YPTO Services and Site available to all Tutors on an “as is” basis. YPTO makes no warranty, guarantee, or representation as to, and accepts no liability regarding, the availability or suitability of the Site and/or the YPTO Services.

4.4. You acknowledge that, in exceptional cases, there may be other reasons, such as incompatibility, preventing access to all or part of the YPTO Services or Site.

4.5. YPTO shall not be responsible or liable for any act or omission by you resulting in your inability to access all or part of the YPTO Services or Site, including (without limitation):

4.5.1. Resultant feedback (echoes), audio breakups, video or sound delays;

4.5.2. Your failure to use or configure any Tools or other equipment;

4.5.3. Your failure to meet at least the minimum system requirements of the Tools.

4.6. You acknowledge that you may experience entire or partial video failure during the delivery of Tutoring Services due to fluctuations or insufficient bandwidth from your internet provider. Under such circumstances, you agree that the Tutoring Service shall continue without video, which you confirm is acceptable under all circumstances. You agree that such video failure shall not materially affect the standard of the Tutoring Services.

5. TUTOR FEES AND STATUS

5.1. You will not be charged by YPTO for using the Site or YPTO Services. YPTO and the Tutor will agree on Tutor Fees payable per Tutorial in advance via the Site.

5.2. You acknowledge that the Tutorial Fee published on the Site includes Tutor Fees and the Platform Fee. Tutor Fees are reviewable by Tutors and YPTO, and any revised fees and charges will be effective immediately upon publication on the Site and applicable to all subsequent bookings.

5.3. You authorize YPTO to act as your agent to accept Tutor Fees from the Customer via approved payment methods (as notified on the Site) in connection with the provision of Tutoring Services on your behalf.

5.4. YPTO holds all Tutor Fees (calculated with reference to undisputed and completed Tutoring Services) for the Tutor in a dedicated Tutor Bank Account for a limited time before releasing such Tutor Fees to you in accordance this Terms and Conditions

5.5. You acknowledge that:

5.5.1. You are self-employed under the Customer Contract;

5.5.2. You are directly responsible to HMRC for all matters regarding Income Tax, VAT, and relevant National Insurance contributions.

5.6. This Agreement does not form or constitute an employment contract between you and YPTO. You shall be fully responsible for and indemnify YPTO against any liability, assessment, or claim (whether actual or threatened) for any employment-related claim or claim based on worker status brought by you regarding your Tutoring Services. This indemnity includes all expenses and costs, including legal fees, incurred by YPTO in dealing with any such actual or threatened claim brought by you or on your behalf.

5.7. You will keep records of payments of Tutor Fees paid to you for the completion of annual Tax Returns.

5.8. You hereby agree to fully indemnify YPTO for or against all demands by HMRC to YPTO for Income Tax, VAT, or National Insurance, or any other claim by HMRC, including any interest or penalties, arising from your failure to properly account for any liabilities to HMRC arising from your Tutoring Services. This indemnity includes all expenses and costs, including legal fees, incurred by YPTO in dealing with any such claim by HMRC.

5.9. Nothing in this Agreement prevents you from engaging in, being concerned with, or having any financial interest in any other business, trade, profession, or occupation during the term of this Agreement, provided such activity does not cause a breach of your obligations under this Agreement.

5.10. The Customer Contract set out in the Schedule to this Agreement will be issued by YPTO to the Customer when YPTO accepts the Customer's order, forming the contract between the Tutor and the Customer for the provision of Tutoring Services.

5.11. The total fees payable to YPTO by the Customer are calculated as follows: Tutor Fees + Platform Fees = total Customer pays. Platform Fees are charged on a per-transaction basis, up to 30% of the total fees payable to YPTO by the Customer.

5.12. YPTO charges Platform Fees to provide the following YPTO Services (without limitation):

5.12.1. Safe and secure platform managed by a safeguarding and legal team, with processes including DBS checks to ensure safe and compliant lessons;

5.12.2. Tutor recruitment, selection, and support to ensure high-quality Tutor provision;

5.12.3. Efficient billing and fee payment services.

6. SETTLEMENT

6.1. YPTO shall remit to you the Tutor Fees collected on your behalf.

6.2. YPTO will provide a self-remittance invoice to you for Tutoring Services monthly, detailing the hours you have worked, as recorded by you, during the preceding month. Additional information on the payment process is available in our FAQs.

6.3. If any Refund Event occurs before you have received the relevant Tutor Fees from YPTO, YPTO reserves the right, at its sole discretion, to refund all or part of any relevant Tutor Fees to the Customer on your behalf. In such cases, you may receive no Tutor Fees or only a portion of the Tutor Fees as agreed by YPTO and the Customer for the relevant Tutorial(s).

6.4. If any Refund Event occurs after you have received the relevant Tutor Fees from YPTO, YPTO shall be entitled to withhold sufficient funds and offset any amounts payable to you by the Customer under the Customer Contract (including any Tutor Fees collected by YPTO for Tutoring Services or Tutorials you provided) to refund the Customer with an amount equal to the refundable Tutor Fees.

6.5. Provided that:

6.5.1. a Tutorial has been completed with both you and the Student present;

6.5.2. and no Refund Event has occurred, you have the sole discretion to issue the Customer a refund in accordance with the terms of the Customer Contract.

6.6. Without prejudice to any other rights or remedies, and notwithstanding clauses 6.3 and 6.4, you shall be responsible for all chargebacks and/or refund requests for Tutorials and Tutoring Services provided. You shall indemnify YPTO against all losses resulting from such chargebacks and/or refund requests on a full indemnity basis.

6.7. YPTO shall be entitled to make any settlement payment to you via BACS to your Current Account (or to another bank account agreed upon in writing by both parties).

6.8. If either party fails to make any undisputed payment due under this Agreement within 10 days of the due date, the other party shall be entitled to charge interest on the overdue sum from the due date of payment up to the actual date of payment (after as well as before judgment) at a rate of 2% above the base rate per annum of Barclays Bank plc.

7. INTELLECTUAL PROPERTY

7.1. If you publish any User-Generated Content (UGC) via the Site, including delivering lessons, uploading text, images, or videos, or contributing to publicly accessible areas of the Site, you automatically and immediately grant:

7.1.1. to YPTO, a worldwide, non-exclusive, royalty-free, perpetual, transferable license (with the right to sub-license) to use, record, publish, distribute, prepare derivative works of, display, and perform all such UGC, or any part of it, and the Intellectual Property Rights therein, in connection with providing the YPTO Services. This includes the reproduction and sale of the UGC, or any part of it, and products incorporating the same for use by any person worldwide, including promoting and redistributing part or all of the YPTO Services (and derivative works thereof) in any media formats and through any media channels;

7.1.2. to each user of the YPTO Services, whether registered as a Tutor, Customer, or otherwise, a worldwide, non-exclusive, perpetual, royalty-free license to access your UGC through the YPTO Services, and to use, reproduce, distribute, prepare derivative works of, display, and perform such UGC to the extent permitted by the functionality of the YPTO Services and under the terms of this Agreement.

7.2. "Publicly accessible" areas of the Site are intended by YPTO to be those parts of the Site available to any user, whether registered or not. You agree and acknowledge that any UGC uploaded by you to create your Tutor profile shall be viewable by all users of the Site and accessible via worldwide web search engines.

7.3. You acknowledge that all Tutorials you deliver may be recorded, and you agree to the storage and use of such recordings by YPTO. You hereby agree to waive any and all moral rights in and to all UGC.

7.4. You hereby agree and warrant that any UGC you use in providing your Tutoring Services will not contain any third-party copyright material or material subject to other third-party proprietary rights (including rights of privacy or publicity), unless you have a formal agreement or permission from the rightful owner or are otherwise legally entitled to use the UGC in question and to grant the licenses referred to in clauses 7.1.1 and 7.1.2.

7.5. All Intellectual Property Rights in all materials produced by you using the YPTO Services shall be your property. For the avoidance of doubt, this clause does not cover any content communicated, posted, or otherwise transmitted to the Site by any third party, including (without limitation) any material, communication, information, or ideas so communicated, posted, or otherwise transmitted by any Students or other Tutors.

7.6. You shall indemnify YPTO against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, all interest, penalties, legal costs (calculated on a full indemnity basis), and all other professional costs and expenses) suffered or incurred by YPTO arising out of or in connection with any claim made against YPTO for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with any claim by any third party, including a Customer, that the Tutoring Services or UGC provided by you infringe its rights.

7.7. If any third party makes a claim or notifies an intention to make a claim against YPTO which may reasonably be considered likely to give rise to a liability under this indemnity (“a Claim”), YPTO shall:

7.7.1. as soon as reasonably practicable, give written notice of the Claim to you, specifying the nature of the Claim in reasonable detail;

7.7.2. not make any admission of liability, agreement, or compromise in relation to the Claim without your prior written consent (such consent not to be unreasonably conditioned, withheld, or delayed), provided that YPTO may settle the Claim after giving prior written notice of the terms of settlement (to the extent legally possible) to you, but without obtaining your consent, if YPTO reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;

7.7.3. give you and your professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives, or advisers, and to any relevant assets, accounts, documents, and records within the power or control of YPTO, to enable you and your professional advisers to examine them and take copies (at your expense) for the purpose of assessing the Claim;

7.7.4. give you sole authority to avoid, dispute, compromise, or defend the Claim.

7.8. If a payment due from you under this clause is subject to tax (whether by way of direct assessment or withholding at its source), YPTO shall be entitled to receive from you such amounts as shall ensure that the net receipt, after tax, to YPTO in respect of the payment is the same as it would have been were the payment not subject to tax.

7.9. The Intellectual Property Rights contained on the Site or in the YPTO Services cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without YPTO’s prior written permission.

7.10. You acknowledge that all Intellectual Property Rights in and relating to YPTO Services and the Site are owned by YPTO or YPTO’s licensors.

8.CANCELLATIONS, RE-SCHEDULING, NO-SHOW

8.1. Where you and the Customer agree to cancel the Tutoring Services pursuant to the Customer Contract, we may repay any relevant Tutor Fees to the Customer.

8.2. If you do not attend an arranged lesson without having canceled it, or if you repeatedly cancel Tutorials, we may terminate this Agreement between you and YPTO under clause 12.

8.3. YPTO will record details of all cancellations and no-shows by you on its records for 12 months after the event.

8.4. All cancellations by you must be made in writing in advance (minimum 24 hours in advance), directly via the Site and to the Customer, in accordance with the Customer Contract.

9.CLIENT RATINGS, DISPUTES, AND OTHER ACTIVITIES

9.1. Clients may submit Client Ratings via the Site and the YPTO Services.

9.2 YPTO will utilize all reasonable endeavors to provide a written response via email to any issue or concern raised by a Client or a Tutor via the Site within 14 days. YPTO reserves the right to inform a Tutor or a Client respectively of any Dispute raised against them and to provide them with a copy of any response provided by YPTO.

9.3. YPTO may, at its sole discretion:

9.3.1. investigate any feedback, issues, or concerns raised by either a Tutor or a Client about the other at any time;

9.3.2. if clause 9.4.1 apply, suspend or terminate your Account, revoke the license granted to you under this Agreement to use the Site and the YPTO Services, and/or terminate this Agreement with immediate effect under article 12 in Annex III.

9.4. The parties agree that they shall attempt in good faith to resolve any Dispute or claim promptly through negotiations between you and an officer of YPTO.

9.5. During the term of this Agreement, you shall inform YPTO immediately if you become aware of any Dispute or potential Dispute between a Client and you and/or YPTO in connection with the provision of the Tutoring Services.

9.6. You agree to cooperate fully with YPTO in resolving any Dispute with a Client.

9.7. In the event of a Dispute prior to the Tutor's receipt of the relevant Tutor Fees, YPTO reserves the right to withhold the relevant Tutor Fees in accordance with clause 6.4 until the Dispute has been resolved.

9.8. The outcome of any Dispute instigated by you or a Client is entirely at the discretion of YPTO (acting reasonably).

10. DATA PROTECTION AND 

10.1. In respect of any Personal Data (as defined in the Data Protection Legislation) processed by YPTO and the Tutor pursuant to these Tutor Terms:

10.1.1. YPTO and the Tutor shall each be an independent data controller;

10.1.2. and each party shall ensure it complies and will continue to comply with the Data Protection Legislation and any regulations made thereunder.

10.2. Without limiting its obligations under clause 10.1.2, in respect of any Personal Data the Tutor shall:

10.2.1. have and maintain such valid registrations as are required by the UK Information Commissioner’s Office and its national supervisory authority (as defined in the applicable Data Protection Law) which covers the data sharing under or in connection with these Tutor Terms, unless an exemption applies;

10.2.2. only process the Personal Data of each Client or Student for the purpose of providing the Tutoring Services to that Client or Student (the “Agreed Purpose”);

10.2.3. ensure that it has a legitimate lawful basis for processing all Personal Data processed by it;

10.2.4. ensure that it provides clear and sufficient information to the individuals whose Personal Data it processes as required by the Data Protection Legislation (a “Privacy Policy”);

10.2.5. only process such Personal Data in accordance with its Privacy Policy;

10.2.6. ensure it (or its staff, as applicable) is appropriately trained to handle and process the Personal Data;

10.2.7. comply with, and provide such assistance as is reasonably required to enable YPTO to comply with, data subject rights requests within the time limits required by the Data Protection Legislation;

10.2.8. not disclose or transfer Personal Data outside the UK or European Economic Area without prior written agreement from YPTO and ensuring that such disclosures or transfers are subject to appropriate safeguards required by the Data Protection Legislation;

10.2.9. if it appoints a third-party processor (as defined in the Data Protection Legislation), comply with the Data Protection Legislation and remain liable to YPTO for the acts and/or omissions of the processor;

10.2.10. have in place appropriate technical and organizational security measures to prevent unauthorized or unlawful processing of the Personal Data; prevent the accidental loss or destruction of, or damage to, the Personal Data; and ensure a level of security appropriate to the nature of the Personal Data and the harm that might result from unauthorized or unlawful processing or accidental loss, destruction, or damage;

10.2.11. comply with its obligations to report Personal Data breaches to the UK Information Commissioner’s Office or the appropriate supervisory authority, and (where applicable) the individuals whose Personal Data is affected; and

10.2.12. not retain or process the Personal Data for longer than is necessary to carry out the purposes set out in the Privacy Policy, except as required in accordance with any applicable statutory or professional retention periods.

10.3. YPTO’s Privacy Policy and Cookie Policy (as may be accessed via the Site and as may be updated from time to time) apply to your use of the YPTO Services.

10.4. Use of the Site is entirely at your own risk, and you must exercise complete caution at all times when dealing with Clients and when entering into legally enforceable Contracts to provide Tutoring Services to a Client.

 

11.CONFIDENTIAL INFORMATION AND PUBLICITY

11.1.The involved parties recognize that due to their affiliation under this Agreement, there may arise instances where Confidential Information is disclosed.

11.2. Throughout the duration of this Agreement and for a period of 5 years thereafter, each party pledges to maintain the confidentiality of any disclosed Confidential Information and refrain from using it for their own benefit, except for the execution of this Agreement. Any disclosure to third parties shall require prior written consent from the disclosing party, except where mandated by law or regulatory requirements.

11.3. Both parties commit to taking reasonable measures to prevent unauthorized disclosure of Confidential Information.

11.4. Confidential Information excludes data that:

11.4.1. becomes generally available to the public, not due to a breach of confidentiality obligations outlined in this Agreement;

11.4.2. is independently acquired or developed by the receiving party without infringing upon confidentiality clauses;

11.4.3. was in possession of the receiving party before being articulated by the disclosing party;

11.4.4. is obtained from a source unrelated to the disclosing party, provided the receiving party was unaware of any confidentiality obligations regarding such information.

11.1.5. The terms of this Agreement are confidential and cannot be disclosed by either party without prior written consent from the other party.

11.1.6. Upon termination or expiry of this Agreement, the recipient shall promptly:

11.6.1. return all Confidential Information and copies thereof to the disclosing party; or

11.6.2. if requested by YPTO, destroy all Confidential Information in its possession, confirming the destruction to YPTO.

12. TERMINATION AND SUSPENSION

12.1. This Agreement initiates upon your registration on the Site ("the Effective Date") and remains in force unless terminated by YPTO under this section 12.

12.2. YPTO reserves the right to suspend or terminate this Agreement and your Site access along with YPTO Services immediately by issuing written notice under the following circumstances:

12.2.1. YPTO discovers or reasonably suspects any provided information by you to be untrue, inaccurate, out-of-date, or incomplete;

12.2.2. Your Customer feedback, as assessed reasonably by YPTO, is deemed unsatisfactory;

12.2.3. Your actions reflect negatively on YPTO's reputation;

12.2.4. You are convicted of a criminal offense or are under investigation, posing potential risks to student safety, as determined by YPTO;

12.2.5. You are in material breach of this Agreement; or

12.2.6. Your Account remains inactive, or you fail to utilise the Site or YPTO Services for 30 consecutive days.

12.3. You may engage with us to address any issues raised in notices issued under section 12.2 using the contact details provided on the Site.

12.4. Without prejudice to sections 12.2 and 12.3, YPTO may terminate this Agreement by providing you with a 30-day written notice if:

12.4.1. You commit a material breach of any term of this Agreement and fail to remedy it within 30 days after written notification;

12.4.2. You are unable to pay your debts or lack a reasonable prospect of doing so within the meaning of section 268 of the IA 1986;

12.5. In case of repeated breaches of this Agreement, YPTO may immediately terminate this Agreement by issuing written notice.

12.6. Either Party may terminate this Agreement for convenience without compensation by providing a 30-day written notice to the other.

12.7. Upon termination of this Agreement, you shall receive payment for all Tutoring Services successfully delivered and not subject to dispute as of the termination date.

12.8. Termination or expiry of this Agreement does not affect accrued rights or liabilities up to the termination or expiry date, or terms intended to survive termination.

12.9. In the event of suspension or termination of this Agreement, YPTO may deactivate your YPTO Login and Account immediately and without notice.

13. DISCLOSURE AND BARRING SERVICE ("DBS") CHECKS

13.1. Considering the regulations pertaining to working with children and vulnerable individuals, various onboarding checks, including a clear 'Enhanced' DBS check result, are required before providing Tutoring Services. 

13.2. If you lack a valid Enhanced DBS check (issued within the preceding 12 months of the Effective Date) when applying to provide Tutoring Services, you may be offered assistance in arranging one through our third-party provider. Under this clause, you agree and acknowledge that:

13.2.1. Obtaining an enhanced DBS check is solely your responsibility, and YPTO may deduct the DBS Charges from your payable Tutor Fees.

13.3. If you have not accumulated sufficient Tutor Fees from which YPTO can deduct any DBS Charges paid within 100 days of payment, we will notify you of this and of the outstanding DBS Charges.

13.4. In such a scenario described in section 13.3, you must pay the due DBS Charges to YPTO within 7 days of notification. Failure to do so within 15 days after notification may result in enforcement action, including legal proceedings, to recover the DBS Charges and any recoverable interest.

13.5. The provisions outlined in sections 13.2, 13.3, and 13.4 shall remain effective even after termination or expiry of this Agreement for any reason, without prejudice to any other rights or remedies available to us under this Agreement.

14. WARRANTIES AND INDEMNITIES

14.1. You affirm, represent, and commit to YPTO that:

14.1.1. You are at least 18 years old and possess the requisite qualifications and/or experience to deliver Tutoring Services in the subjects listed on your profile on the Site;

14.1.2. You assume personal responsibility for the accuracy and currency of the information you post on the Site and provide to YPTO, including any pre-contractual details;

14.1.3. If your profile indicates that you have undergone a CRB/DBS or enhanced CRB/DBS check, you have completed such checks and will maintain coverage throughout the duration of this Agreement, providing a copy upon request;

14.1.4. References or referee details you provide pertain to individuals unrelated to you, who consent to disclosure to the Student upon request;

14.1.5. You operate as a self-employed individual and are accountable for your own income tax, national insurance contributions, and other financial obligations as referenced in clause 5;

14.1.6. You possess legal entitlement to work in the UK on a self-employed basis;

14.1.7. You bear full responsibility for the suitability and content of any User-Generated Content (UGC) utilized or submitted by you;

14.1.8. You will adhere to all Tutor obligations outlined in clause 3;

14.1.9. You will exclusively communicate with Customers via the Site;

14.1.10. You will consistently comply with the provisions of Data Protection Legislation;

14.1.11. While providing or offering Tutoring Services via the Site and utilizing YPTO Services, you adhere to all relevant laws, regulations, and codes of practice governing online activities, ensuring the protection of businesses and consumers;

14.1.12. You are not registered for VAT and will not levy VAT charges on Customers for your Tutoring Services;

14.1.13. You have comprehensively understood and acquainted yourself with YPTO's Safeguarding Policy and procedures, accessible here, concerning child protection and online safety, committing to full compliance at all times;

14.2. You agree to indemnify and hold harmless YPTO (and any YPTO Customer, as applicable) upon demand, and undertake to fully and effectively indemnify YPTO (and any YPTO Customer) against all Losses arising from or related to:

14.2.1. Any breach of these Tutor Terms or breach of obligation or warranty by you or acts or omissions of yours (except to the extent any losses arise directly from YPTO's breach of these Tutor Terms or YPTO's negligence);

14.2.2. Any and all claims, complaints, or legal proceedings initiated by a Customer against YPTO regarding the Tutoring Services.

15. LIMITATION OF LIABILITY

15.1. By accepting this Agreement, you acknowledge that, subject to clauses 15.3 and 15.4, we, Your Private Tutor Online (referred to as "YPTO"), shall not be held liable to you for any consequential, special, or incidental loss or damage (whether direct or indirect), including but not limited to loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from your use of the Site or the YPTO Services.

15.2. Our liability to you, whether in contract, tort, or otherwise, shall not exceed the total Tutor Fees earned by you in respect of Tutoring Services provided using the YPTO Services and Site in the 12 months preceding the date on which such liability arose.

15.3. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

15.3.1. Death or personal injury caused by negligence;

15.3.2. Fraud or fraudulent misrepresentation;

15.3.3. And breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

15.4. Except as expressly set out in this Agreement, YPTO gives no warranties and excludes all other express or implied terms, conditions, and warranties to the fullest extent permitted by law.

16. GENERAL

16.1. Notices. Any notice given under this Agreement shall be sent by email, in the case of YPTO to contact@yourprivatetutoronline.com and in the case of a Tutor to the email address you register in your Account.

16.2. Assignment. You shall not, without the prior written consent of YPTO, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of your rights or obligations under this Agreement. YPTO may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement, save that any assignment or sub-contracting of its obligations under this Agreement by YPTO in accordance with this clause 16.2 to a third party which is an agency as defined under Regulation 2 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 shall be subject to the Tutor's prior consent (such consent not to be unreasonably withheld or delayed).

16.3. Enforceability. If any one or more of the provisions of this Agreement should be held to be invalid, illegal, or unenforceable in any respect, the validity and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties shall amend this Agreement to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal, or unenforceable.

16.4. Entire agreement. This Agreement together with our Privacy Policy, the Cookie Policy, and the Terms of Service constitutes the entire agreement between you and YPTO in relation to your use of the Site and the YPTO Services and supersedes any prior representations, inducements, or agreements relating to its subject matter.

16.5. No reliance. Each party acknowledges and agrees that in entering into the terms of this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty, or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement other than as expressly set out in this Agreement.

16.6. No partnership. You and YPTO are independent contractors, and no agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created, and neither shall have any authority to bind the other in any way.

16.7. Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

16.8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter of formation.

 

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ANNEX IV – TUTORING AGREEMENT (SCHOOLS)

 

This Tutoring Agreement (referred to as the "Agreement") governs the provision of Tutoring Services by You for the benefit of the Students of our Clients through the Site. If You engage in tutoring private clients directly through the Site (i.e., outside of providing Tutoring Services to our Clients' Students), different terms apply, accessible here. Your acceptance of this Tutoring Agreement does not impact your status regarding any direct private tutoring you may offer under separate terms.

1. DEFINITIONS

a) Account: Secure account(s) created by You upon signup, containing Your personal information and profile, facilitating access to the YPTO Services via Your YPTO Login.

b) Clients: Individuals or entities engaging YPTO to provide Tutoring Services.

c) Equipment: Minimum hardware and connectivity requirements enabling you to deliver Tutoring Services via the Site, including a computer, recommended browser, webcam, broadband internet connection, sound card, headset, and microphone.

d) YPTO/We/Us: Your Private Tutor Online, a company registered in England and Wales.

e) YPTO Login: Your unique username and password.

f) YPTO Services: Tutoring services provided by YPTO to its Clients via the Site.

g) Site: Website owned and managed by YPTO, including www.yourprivatetutoronline.com.

h) Student: A student of one of our Clients receiving Tutoring Services from You under this Agreement via the Site.

i) Tutor Content: User-generated content uploaded, embedded, or displayed on the Site by the Tutor for carrying out Tutoring Services, including Your profile, text, articles, images, graphics, photos, stories, audio, video, software, interactive features, and other materials.

j) Tutoring Services: Provision of online Tutorials by You to Clients through individual lessons tailored to meet Clients' individual requirements in real-time. 

2. TERM

This Agreement becomes effective from the date of Your acceptance by clicking "accept" on the Site ("Effective Date") and remains in force until terminated in accordance with clause 11 (Termination).

3. DUTIES

3.1 You shall provide Tutoring Services from the Effective Date as agreed in writing. While under no obligation to accept any work offered, upon acceptance, You agree to comply with the obligations outlined in this Agreement.

3.2 You acknowledge the Students of the Clients as the ultimate beneficiaries of the Tutoring Services and agree to meet their requirements.

3.3 You shall exert best efforts to promote our interests and provide the agreed Tutoring Services to Clients via the Site, unless prevented by health reasons.

3.4 In case of inability to provide Tutoring Services, You must promptly notify the YPTO Tutors Team for arranging a replacement tutor.

3.5 Compliance with Safeguarding Procedure, Code of Conduct, and other policies published on the Site is mandatory.

3.6 You confirm eligibility to work in the UK and agree to notify us promptly of any changes in such eligibility.

3.7 Payment for Tutoring Services is contingent upon provision thereof.

3.8 You shall:

a) Provide Your own Equipment for Tutoring Services;

b) Be available to provide assistance or information as required;

c) Not have authority to bind us without written permission;

d) Comply with the Bribery Act 2010 and the Criminal Finances Act 2017;

e) Not engage in cheating or plagiarism facilitation;

f) Assume responsibility for Tutoring Services and lesson content;

g) Ensure Equipment is maintained and operational;

h) Report safety concerns promptly;

i) Provide necessary assistance for Student safety;

3.9 You are authorized to use the Site and other services provided by YPTO for delivering Tutoring Services.

3.10 Keep Your password confidential and notify YPTO of any unauthorized use.

3.11 Upon termination, YPTO shall promptly deactivate Your YPTO Login and Account.

4. ARRANGEMENTS FOR TUTORING SERVICES

4.1 Tutoring Services are provided remotely from Your location, ensuring compliance with duties outlined in article 3 of the Annex III

4.2 Tutoring Services are provided personally, without third-party intermediaries, and VAT is not applicable to Your fees.

4.3 No fixed working hours apply, with Tutoring Services provided on an as-required basis.

4.4 Rest breaks are entitled after six hours of work, with responsibility for ensuring compliance.

4.5 Notification is required if exceeding a 48-hour working week.

4.6 Fees include holiday entitlement uplift.

4.7 Training may be offered periodically.

4.8 Onboarding checks, including DBS checks, are required before providing Tutoring Services.

5. FEES AND EXPENSES

5.1 Fees are paid per the agreement and detailed in Your Account.

5.2 You bear expenses incurred in providing Tutoring Services.

5.3 Deductions from fees are made as required by law.

6. OTHER ACTIVITIES

You may engage in other activities not conflicting with Tutoring Services.

7. CONFIDENTIAL INFORMATION AND CLIENT PROPERTY

7.1 Confidential information about our business, affairs, private intelectual property as courses or any other confidential matters shall not be used or disclosed.

7.2 Exceptions to confidentiality apply per agreement or as required by law.

7.3 Provided materials remain our property.

8. DATA PROTECTION

8.1 Information processing complies with the privacy notice on the Site.

8.2 Data Processing provisions detailed in the Annex IIIshall be adhered to.

9. INTELLECTUAL PROPERTY

9.1 Tutor Content provided via the Site grants YPTO and Users licenses for usage.

9.2 Tutoring Services recordings may be stored and used by YPTO.

9.3 Tutor Content must not infringe third-party rights.

9.4 Intellectual Property Rights in materials produced by You remain Yours.

10. LIABILITY

You are liable for losses resulting from negligent acts or breaches of this Agreement.

11. TERMINATION

11.1 Either party may terminate with 30 days  written notice.

11.2 Immediate termination is possible for material breaches.

11.3 Upon termination, cease providing Tutoring Services, follow instructions regarding Shared Data, and refrain from contacting Clients or Students.

12. OBLIGATIONS ON TERMINATION

Property belonging to us must be returned or deleted upon termination.

13. STATUS

13.1 This Agreement does not confer employment rights and does not obligate us to provide work.

14. CHANGES TO TERMS

14.1 Changes to the Agreement will be communicated with a 30-day notice.

15. THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 does not apply.

16. GOVERNING LAW

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.17. JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

Annex V – DATA PROCESSING SCHEDULE 1. INTERPRETATION

1.1 DEFINITIONS

a) Agreed Purposes: Refers to the designated purposes of Processing as streamlined in Annex I.

b) Controller, Data Subject, Personal Data, Personal Data Breach, Processor, Process(ing), Special Category Data, and Subject Access Request: As defined by the Data Protection Legislation.

c) Data Protection Legislation: Encompasses all legislation concerning the Processing of Personal Data, including pertinent regulations such as the Privacy and Electronic Communications Regulations, along with any applicable directives from the Information Commissioner’s Office or equivalent regulatory bodies.

d) Data Processing Schedule: This schedule and its appendices, subject to periodic amendments.

e) Regulatory Authority: Any governmental or regulatory entity tasked with overseeing or enforcing compliance with Data Protection Legislation.

f) Shared Data: Personal Data Processed by You for the Agreed Purposes under or related to the Agreement, as specified in Appendix – Processing Details.

g) Term: As defined in clause 2 of the Agreement.

h) Third Country/Countries: All nations outside the jurisdiction of UK or EEA data protection laws, excluding those deemed adequate by UK or European Commission.

2. COMPLIANCE WITH DATA PROTECTION LEGISLATION

2.1 Both parties acknowledge that YPTO acts as the Processor and Controller for any Shared Data. 

2.2 You are obligated to adhere to all relevant provisions of the Data Protection Legislation concerning the Shared Data.

2.3 Shared Data processing must strictly align with YPTO’s documented instructions, including those articulated in Annex I.

3. DATA SUBJECT RIGHTS

3.1 Upon receiving a Subject Access Request directly from a Data Subject concerning Shared Data, You must promptly notify YPTO within five (5) days. Disclosure of Shared Data to Data Subjects is prohibited unless expressly authorized by YPTO or stipulated in this Agreement.

3.2 You are obliged to furnish YPTO with necessary assistance to address Subject Access Requests and other related queries or complaints, ensuring compliance with Data Protection Legislation.

3.3 Each party shall bear its own costs pertaining to compliance with this clause 3 unless mutually agreed otherwise in writing.

4. ASSISTANCE

4.1 You are obligated to provide YPTO with any necessary information and assistance reasonably required to ensure YPTO's compliance with the obligations outlined in this Data Processing Schedule and/or the Data Protection Legislation, including those specified under Articles 32 to 36 of the General Data Protection Regulation (and its UK equivalent).

5. DATA RETENTION AND ERASURE

5.1 Upon the termination of our contractual relationship, you are required to promptly delete any Shared Personal Data in your possession.

6. TRANSFER OF SHARED DATA TO THIRD COUNTRIES

6.1 Without the prior written consent of YPTO, you must refrain from transferring the Shared Data to any individual located in a Third Country.

7. SECURITY OF THE SHARED DATA

7.1 Each party shall implement and maintain appropriate technical and organizational measures throughout the Term of the Agreement to:

a) Prevent unauthorized or unlawful Processing of the Shared Data, and

b) Ensure a level of security commensurate with the potential harm resulting from such Processing or accidental loss, destruction, or damage to the Shared Data.

7.2 You are required to undergo any necessary training to ensure your competence in handling and Processing the Shared Data in accordance with the Data Protection Legislation.

7.3 Maintain the confidentiality of all Shared Data as per clause 7 of the Agreement.

8. PERSONAL DATA BREACHES AND REPORTING PROCEDURES

8.1 You shall promptly notify YPTO of any potential or actual Personal Data Breach relating to the Shared Data, along with any associated Data Security Breach, within 48 hours of becoming aware of such incidents. You must also offer all reasonable assistance and cooperation to facilitate the management of such breaches by YPTO.

9. AUDIT

9.1 You are obligated to grant YPTO or its representatives access to any relevant devices or records upon reasonable notice for the purpose of auditing and validating compliance with this Data Processing Schedule. Access to relevant premises, personnel, or records under this clause is mandated:

a) Once annually; or

b) In the event that YPTO has reasonable grounds to suspect that Shared Data processed by you under the Agreement is subject to a Personal Data Breach or is otherwise lost, destroyed, damaged, corrupted, or unusable.

10. DISPUTE RESOLUTION

10.1 Should a dispute or claim arise involving the Processing of the Shared Data by either or both parties, brought forth by a Data Subject or Regulatory Authority, the parties shall, unless legally hindered, promptly inform each other of such disputes or claims. They shall, in the initial instance, collaborate with the aim of resolving them amicably and expeditiously.

11. INDEMNIFICATION

11.1 You shall fully indemnify YPTO against any costs, charges, damages, expenses, or losses resulting from your breach of any applicable Data Protection Legislation or provisions of the Agreement.

12. COST ALLOCATION

12.1 Except as explicitly outlined herein, each party shall bear the expenses associated with its obligations under this Data Processing Schedule.

13. TERMINATION CONSEQUENCES 

13.1 Upon termination or expiry of the Agreement at the sole discretion of YPTO, you are required to either return or irretrievably delete all Shared Data and refrain from any further utilization thereof.

APPENDIX  PROCESSING DETAILS

AGREED PURPOSES:

You are authorized to Process the Shared Data for the specified Agreed Purposes and any additional purposes associated with them:

Delivering consistent, high-quality online tutoring to Students.

Facilitating communication between Students and Client staff.

Providing video recordings of tutorials to Students for review and safeguarding purposes.

Facilitating the exchange of feedback and resources between sponsor staff and Tutors.

Ensuring service quality, error detection, and cybersecurity compliance.

The Shared Data:

The Shared Data includes but is not limited to:

Student profile details such as first name, surname, year group, tier (if applicable), current grade, target grade, exam board, areas of focus, learning style, date and time of sessions, and Special Category Data concerning disabilities or special requirements.

Specific feedback from previous sessions with Students.

Messages exchanged between You and Students or Client staff.

Categories of Data Subject:

The Shared Data pertains to the following categories of Data Subjects:

Client staff

YPTO staff

Students

 

The latest update to this Agreement was made on June  22, 2024 at 17:57:23