Registration Agreement

PLEASE READ CAREFULLY BEFORE SUBMITTING YOUR APPLICATION

These are the terms and conditions upon which you agree to apply to become one of Beacon Education Services Ltd’s (we, us, our) registered tutors. This agreement will apply for the duration of your registration as one of our tutors.

Beacon Education Services Ltd is a company incorporated and registered in England and Wales with company number 12899595 whose registered office is at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ.

You should print a copy of this agreement for future reference.

1. DEFINITIONS

“Application”
your application to become one of our registered tutors.
“Client(s)”
our clients (or any of them) who engage us to select and recruit tutors and provide tutoring services (including potential clients).
“Data Protection Legislation”
all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (for so long as it is directly applicable in the UK), the Data Protection Act 2018 and all other applicable legislation and regulatory requirements in force from time to time relating to the use of personal data.
Intellectual Property Rights
patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Tutor Subcontract”
the contract that you and we will enter into, if you are engaged to provide tutoring services to a Client on our behalf.

1.1 Any words following the terms includingincludein particularfor example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2 A reference to writing or written includes email but not fax.

2. SCOPE OF AGREEMENT

2.1 We reserve the right to reject your Application for any reason at our sole discretion.

2.2 This agreement is not intended to cover the provision of tutoring services by you to the Client on our behalf. In the event that we wish to engage you to provide tutoring services to a Client, and you wish to accept that engagement, you will be required to sign a Tutor Subcontract which will govern the provision of tutoring services to the Client.

2.3 This agreement applies to any information that is disclosed to you with regards to any Client, and any contact you have with any Client in connection with any proposal for you to provide tutoring services to that Client.

2.4 Neither this agreement or the acceptance of your Application creates or shall be deemed to create an employment relationship or agency relationship. This agreement is intended only to govern the basis on which we will process your Application and offer tutoring positions to you, and your conduct in the event that you become one of our registered tutors.

2.5 This agreement shall apply for the duration of your registration as one of our registered tutors, subject to clause 12.5.

3. YOUR GENERAL OBLIGATIONS

3.1 You agree to:

3.1.1 ensure that all information provided by you in connection with the Application is accurate and complete in all respects, including any information that is provided outside of the Application itself;

3.1.2 cooperate with us in relation to the processing of your Application; and

3.1.3 only apply for a tutoring position if you are able to satisfy the applicable specification issued by us.

4. BACKGROUND CHECKS AND REFERENCES

4.1 We will conduct screening and background checks during the course of reviewing your Application. You agree that we may disclose any personal data provided by you to us as part of the Application process to any third parties engaged by us to provide screening and background check services, in accordance with our Privacy Policy.

4.2 You agree that we may contact any individuals you have listed as referees in your Application, in order to obtain references.

5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

5.1 You undertake that you shall not at any time disclose to any person any of our confidential information including any information concerning our business, affairs, clients, other tutors or suppliers, except as permitted by clause 5.2. Our confidential information shall also include:

5.1.1 any of our information of a confidential or proprietary nature relating to our operations, premises, processes, service information, know-how, techniques or software; and

5.1.2 all information relating to our Clients, including their names, addresses  and tutoring requirements, including any information disclosed directly or indirectly during any interview with a Client.

5.2 You may disclose our confidential information to the extent that you are required to do so by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that where legally permitted you give us as much advance notice of such disclosure as possible.

5.3 You agree not to use any of our confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with this agreement.

5.4 You acknowledge and agree that all Intellectual Property Rights in our website and in any materials provided or made available to you in connection with this agreement belong to us.

6. INTERVIEWS

6.1 Where you have been shortlisted for a tutoring role, the Client may wish to conduct an interview with you prior to engaging you as a tutor. Attendance by you at an interview is optional but non-attendance is likely to reduce your chances of being selected for the engagement.

6.2 You are responsible for all travel, visas and living arrangements in connection with attending an interview and during any interview period. The Client may offer to cover your expenses in this regard (but is not obliged to do so) and we may offer to assist in administrative arrangements for the interview (but we are not obliged to do so; we do not charge for these services and do not accept any liability if we do provide such assistance (see clause 8 for further information)).

6.3 You agree to conduct any Client interviews in a professional manner, with all due care, and to promote our interests during any attendance with the Client.

6.4 You are solely responsible for any loss or damage caused to your own property or the Client or the Client’s property that is caused by your act(s) or omission(s) during or in connection with any attendance at a Client interview.

6.5 We may choose to be present at a Client interview, but we are not obliged to do so. You agree to provide us with any information relating to any interview or proposed interview with a Client, immediately upon request.

7. RESTRICTIONS

7.1 In order to protect our legitimate business interests, you covenant with us that you shall not be involved with or take any steps in connection with (directly or indirectly and whether via another agency or otherwise) the provision of tutoring services to any Restricted Client whilst you are one of our registered tutors and for a period of 12 months after ceasing to be one of our registered tutors. A Restricted Client shall mean any Client that we have introduced to you or in respect of whom we have provided information to you in connection with a tutoring role or potential tutoring role.

7.2 You agree not to make use of any of our Intellectual Property Rights in the course of providing any tutoring services unless we have entered into a Tutor Subcontract with you.

8. OUR LIABILITY

8.1 You acknowledge and agree that we are not obliged to offer any tutoring positions to you, and acceptance of your Application shall not constitute any warranty or representation in this respect.

8.2 Subject to clause 8.4, we shall not in any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

8.2.1 loss suffered by you arising as a result of a claim made against you by a third party (including any Client);

8.2.2 loss of profits or business;

8.2.3 loss of anticipated savings;

8.2.4 loss or corruption of data or information;

8.2.5 damage to goodwill or reputation;

where any of those losses or damages are direct or indirect; or

8.2.6 any special, indirect or consequential loss, damage, charges or expenses; or

8.2.7 any loss or damage to the extent that it is caused by your act(s) or omission(s).

8.3 Our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £500.

8.4 Nothing in this agreement shall limit or exclude our liability for:

8.4.1 death or personal injury resulting from our negligence;

8.4.2 fraud or fraudulent misrepresentation;

8.4.3 any other liability that cannot be excluded or limited by English law.

8.5 This agreement sets out the full extent of our obligations and liabilities in respect of its subject matter. Except as expressly stated in this agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning operation of this agreement which might otherwise be implied into, or incorporated in, this agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

9. YOUR PERSONAL DATA

Under the Data Protection Legislation, we are required to provide you with certain information about who we are and how we process your personal data. This information is provided in our Privacy Notice and it is important that you read that information.

10. CLIENT PERSONAL DATA

10.1 In this clause controller, processor, date subject, personal data, personal data breach, processing and appropriate technical measures shall have the meaning given in the Data Protection Legislation.

10.2 Both parties will comply with the Data Protection Legislation.

10.3 You and we acknowledge that for the purposes of the Data Protection Legislation, to the extent that personal data relating to the Client is to be processed by you on our behalf, we are the controller and you are the processor.

10.4 You agree to, in relation to any personal data relating to Clients processed by you under this agreement:

10.4.1 process that personal data only on our documented written instructions unless you are required by applicable laws to otherwise process that personal data. If you are so required by applicable laws, you agree to promptly notify us in writing;

10.4.2 ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

10.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

10.4.4 not transfer any personal data outside of the European Economic Area unless we have provided written consent and the transfer is in accordance with the Data Protection Legislation:

10.4.5 assist us, at your cost, in responding to any request from a data subject and in ensuring compliance with our obligations under the Data Protection Legislation, including with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

10.4.6 notify us immediately on becoming aware of a personal data breach;

10.4.7 following our written direction, delete or return personal data and copies thereof to us on termination of your registration as a tutor, unless required by applicable law to store the personal data; and

10.4.8 maintain complete and accurate records and information to demonstrate your compliance with this clause, and allow for audits by us or our designated auditor.

10.5 We do not consent to you appointing any sub-processors of personal data under this agreement.

10.6 The Tutor shall have personal liability for and shall indemnify BESL for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Tutor of the Data Protection Legislation.

11. INDEMNITY

11.1 You agree to indemnify us 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 and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:

11.1.1 any claim made against us by a third party (including any Client) for death, personal injury, damage to property or otherwise arising as result of any act or omission of you or your representatives;

11.1.2 any damage to our property or the Client’s property caused by an act or omission of you or your representatives; and

11.1.3 any breach of this agreement by you, or any act, omission, negligence or wilful misconduct on the part of you or your representatives.

11.2 This clause 11 shall survive termination of the agreement.

12. TERMINATION

12.1 We may terminate this agreement and your registration as one of our tutors  at any time on notice in writing. You may terminate your registration at any time by following the appropriate links on our website.

12.2 We may terminate this agreement and/or your registration as one of our tutors  immediately by written notice to you if you commit a breach of this agreement which you fail to remedy (if remediable) within 5 days after service of written notice requiring you to do so.

12.3 On termination for any reason:

12.3.1 all rights granted to you under this agreement shall cease and you shall cease to be a registered tutor;

12.3.2 you must immediately destroy or return to us (at our option) any of our property or materials then in your possession, custody or control.

12.4 Termination of this agreement shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

12.5 Any provision of the agreement that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

13. COMMUNICATIONS BETWEEN US

13.1 We may update the terms of this agreement at any time on notice to you in accordance with this clause 13. You may notify us by response to confirm that you do not accept the changes to the agreement, in which case this agreement shall immediately terminate. In the absence of any notice rejecting the changes, your continued registration as a tutor following the deemed service and receipt of the notice under clause 13.3 shall constitute your acceptance to the terms of this agreement, as varied.

13.2 If we have to contact you directly, we will do so by email or by pre-paid post to the address you provided in your Application.

13.3 Note that any notice:

13.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

13.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter to our registered office.

13.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

14. EVENTS OUTSIDE OUR CONTROL

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 14.2.

14.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

14.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this agreement, our obligations under this agreement will be suspended for the duration of the Event Outside Our Control.

15. OTHER IMPORTANT TERMS

15.1 We may transfer our rights and obligations under this agreement to another person, company or organisation.

15.2 You may only transfer your rights or your obligations under this agreement to another person if we agree in writing.

15.3 This agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement or any document expressly referred to in it.

15.4 If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.

15.5 This contract is between you and us. No other person shall have any rights to enforce any of its terms.

15.6 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

15.7 Each of the clauses of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

15.8 This agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

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