Quintessentially Education Limited
Terms and Conditions
CLIENT TERMS & CONDITIONS
- Definitions and Interpretation
- In these Terms and Conditions, the following definitions apply:
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force in the United Kingdom.
Budget: means the agreed budget detailing all the costs of Quintessentially and third party consultants, contractors and suppliers (where applicable) to be incurred in connection with the Services.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the United Kingdom are open for business.
Client: the person, student or entity described as such in the Scope of Service.
Commencement Date: has the meaning set out in clause 2.2.
Contract: means the services as specified by Quintessentially in the Scope of Service (together with any attachments, which may be delivered by way of letter or email) and these Terms and Conditions.
Deliverables: materials and work product created by Quintessentially for the Client as part of the Services and set out in the Scope of Service.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Change Notice: means the notice specifying variations to the Services.
Quintessentially: means Quintessentially Education Limited (company number 07610296) of 29 Portland Place, London, W1B 1QB.
Quintessentially’s Fee: means Quintessentially’s fee as set out in the Scope of Service.
Scope of Service: means the description or specification of the Services provided in writing by Quintessentially to the Client (if applicable).
Services: the services supplied by Quintessentially to the Client, which include:
- education consultancy services;
- academic placement services;
- advisory and tutoring services; and
- any other educational services as set out in the Scope of Service.
Suppliers: means any and all third parties appointed by Quintessentially in connection with the performance of the Services.
Term: means the period starting on the Commencement Date until this Contract is terminated in accordance with clause 13.
Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 15.9.
Third Party Supplier Costs: means third party supplier costs and other associated project costs.
- In these Terms and Conditions, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- a reference to a party includes its successors or permitted assigns;
- a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- a reference to writing or written includes e-mails, provided that in the case of emails sent from Quintessentially.
- Basis of contract
- By acknowledging the Scope of Service in writing the Client is making an offer to purchase Services from Quintessentially in accordance with the Scope of Service and these Terms and Conditions.
- The Contract shall come into existence upon the earlier of: (i) written agreement by both parties to proceed (including by e-mail), or (ii) upon the date of payment of the Fees(Commencement Date).
- Any samples, drawings, descriptive matter or advertising issued by Quintessentially, and any descriptions or illustrations contained in Quintessentially‘s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Any quotation given by Quintessentially shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
- Supply of Services
- Quintessentially shall supply the Services to the Client in accordance with the Scope of Service in all material respects.
- Quintessentially shall use all reasonable endeavours to meet any performance dates specified in the Scope of Service.
- Quintessentially warrants to the Client that the Services will be provided using reasonable care and skill.
- Quintessentially aims to provide the highest standard of advice relating to education, which is accurate to the best of its knowledge. That said, all information is provided on an advisory basis and is therefore subjective. Neither Quintessentially, nor any third party supplier, provides any guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered for any particular purpose. The Client agrees and acknowledges that such information and materials may contain inaccuracies and/or errors from time to time and Quintessentially expressly excludes liability for any such inaccuracies and/or errors to the fullest extent permitted by law.
- The Client agrees and acknowledges that Quintessentially cannot, under any circumstances, guarantee entry into any specific academic institution.
- For the avoidance of doubt, the Services shall be performed on a non-exclusive basis and Quintessentially reserves the right and shall provide Services to other persons from time to time at its sole discretion.
- Client’s obligations
- The Client shall:
- ensure that the details in the Scope of Service are complete and accurate;
- co-operate with Quintessentially in all matters relating to the Services; and
- provide Quintessentially with such information and materials as Quintessentially may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
- If Quintessentially‘s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
- Quintessentially shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Quintessentially‘s performance of any of its obligations;
- Quintessentially shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Quintessentially‘s failure or delay to perform any of its obligations as set out in this clause 4.2; and
- the Client shall reimburse Quintessentially on written demand for any costs or losses sustained or incurred by Quintessentially arising directly or indirectly from the Client Default.
- Changes to the Services
- If the Client wishes to change the scope or execution of the Services as set out in the applicable Scope of Work, it shall submit details of the requested change to Quintessentially in writing by way of a Change Notice.
- Quintessentially shall, within a reasonable time, provide a written estimate to the Client of the likely time required to implement the change and any necessary variations to Quintessentially’s charges arising from the requested change.
- If the Client wishes Quintessentially to proceed with the changes, Quintessentially is under no obligation to do so unless and until the parties have agreed the necessary variations to its charges, the Services and any other relevant terms by executing a revised Scope of Work to take account of the agreed change(s).
- Quintessentially shall have the right to make changes to the Services which are necessary to comply with Applicable Law or safety requirement. In such circumstances Quintessentially shall always discuss the changes in advance with the Client in good faith and the Scope of Service shall be deemed to be amended accordingly to reflect such changes.
- Charges and payment
- The Client shall pay Quintessentially’s Fee as follows:
- for hourly tuition services, Quintessentially shall send an invoice to the Client on a fortnightly basis; and
- for consultancy and other educational services, Quintessentially shall send an invoice to the Client along with the Scope of Service. The Client must settle the invoice prior to the provision of the Services, unless otherwise agreed in writing between the parties.
- Quintessentially’s Fee shall be subject to any variations agreed in accordance with clause 5.
- Quintessentially shall provide the Client with a finalised Budget taking into account any variation to the Services as specified in the Scope of Service.
- The Client shall pay each invoice submitted by Quintessentially:
- Within 14 days of the date of each invoice; and
- in full and in cleared funds to a bank account nominated in writing by Quintessentially.
For the avoidance of doubt, time for payment shall be of the essence of the Contract.
- Without limiting any other right or remedy of Quintessentially, if the Client fails to make any payment due to Quintessentially under the Contract by the due date for payment (Due Date), Quintessentially shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current base rate of the Bank of England, such interest accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
- The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by Applicable Law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Quintessentially in order to justify withholding payment of any such amount in whole or in part. Quintessentially may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Quintessentially to the Client. For the avoidance of doubt, Quintessentially shall receive any amount payable under this Contract to which withholding tax applies on a grossed-up basis. The Client shall be responsible for advancing any withholding tax deduction in respect of any payment to Quintessentially. Quintessentially shall use its reasonable endeavours to recover the withholding tax deduction in accordance with Applicable Laws and, if successful, shall remit it to the Client within 60 days of its receipt. The Client shall be responsible for all costs related to accounting for and (if applicable) paying the withholding tax deduction to the local tax authority.
- cancellation or variation of services
- In the event that the Client wishes to cancel the Services it must give Quintessentially 24 hours’ prior written notice in respect of hourly tuition services and all face-to-face education consultancies. If such notice period is not given the full Quintessentially Fee shall be charged to the Client.
- In the event that the Client wishes to vary the Services in any way whatsoever it shall notify Quintessentially in writing as soon as possible. If the Services are to be varied this must be done by way of a Change Notice.
- In the event of cancellation of the Services, the Client shall be liable to pay Quintessentially in respect of all fees already incurred arising out of or in relation to the performance of the Services up to the date of cancellation, together with any future fees that shall be incurred by Quintessentially as a consequence of the cancellation.
- If any element of the Services is to be performed by a sub-contractor, supplier or other third party and that third party cancels prior to the commencement date of the Services then, where such third party is contracted by Quintessentially, Quintessentially shall use its reasonable endeavours to recover any fees paid to such third party together with any cancellation fees payable under the relevant contract and to replace such third party with another supplier of an equivalent standard after discussing in good faith with the Client. Where Quintessentially is unable to replace such third party prior to the commencement date of the Services, the element of Quintessentially’s Fee representing that third party’s fee shall be removed from the total Quintessentially’s Fee.
- If the Services are cancelled by Quintessentially, other than by reason of a Force Majeure Event as set out in clause 15.2 and subject to there being no Client Default, then a full refund of all monies already paid under the Contract shall be payable promptly to the Client.
- The Client is prohibited from making private arrangement for tuition or education consultancy services with any tutor, consultant or third party directly or indirectly introduced to the Client by Quintessentially.
- If the Client is in breach of clause 8.1, they will be liable to account for, and pay to, Quintessentially all sums paid to the related tutor, consultant or third party without deduction and Quintessentially shall be entitled to seek legal recourse against the Client as appropriate in order to prevent further breaches.
- approvals and authority
- After obtaining general approval of a campaign or project plans from the Client, Quintessentially may proceed with performing the Services in all respects.
- Written or verbal approval by the Client (or any Client contact named in the Scope of Service) shall constitute authorisation for Quintessentially to proceed with performing any part of the Services so approved and such approval will be taken as authorisation to enter into contracts with Suppliers.
- Quintessentially reserves the right to nominate and appoint Suppliers for the purposes of performing the Services.
- Intellectual property rights
- Quintessentially acknowledges and agrees that the Intellectual Property Rights in and to any Deliverables shall vest and be owned by the Client.
- Quintessentially warrants that the Client’s use (or that of its contractors or agents) of any Deliverables (other than in respect of any materials supplied by the Client to the extent such material form part of the Deliverables) will not infringe the Intellectual Property Rights or any other rights of any third party. Quintessentially hereby agrees to indemnify, and keep indemnified, the Client from and against any and all claims, losses, costs, expenses (including all reasonable legal expenses) and liabilities that it may suffer as a result of any claim that the Client’s use (or that of its contractors or agents) of Deliverables created by Quintessentially infringes the Intellectual Property Rights or any other rights of any third party
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s personal affairs, business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.
- Limitation of liability
- Quintessentially shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
Quintessentially‘s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amounts paid by the Client to Quintessentially under the Contract.
- Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by Applicable Law are, to the fullest extent permitted by Applicable Law, excluded from the Contract.
- This clause 12 shall survive termination of the Contract.
- The Contract shall terminate in accordance with any termination provisions agreed in the Scope of Service or upon the completion of the Services, or if later, and if applicable, the receipt of the final payment of Quintessentially’s fees (that is, if paid in instalments) under this Contract. These Terms and Conditions shall be applicable for the duration of the provision of the Services and shall only cease to have effect upon the expiry or termination of the Contract.
- Without limiting its other rights or remedies, Quintessentially may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment or the Client materially breaches these Terms and Conditions.
- The Client agrees that its only rights and remedies under these Terms and Conditions shall be against Quintessentially and no other entity.
- Consequences of termination
- On termination of the Contract for any reason:
- the Client shall immediately pay to Quintessentially all of Quintessentially‘s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Quintessentially shall submit an invoice, which shall be payable by the Client immediately on receipt. Quintessentially may, at its sole discretion, agree to refund the Client’s fees on a pro rata basis based on the Services not delivered or performed as at the date of termination of the Contract;
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- clauses which expressly or by implication have effect after termination shall continue in full force and effect.
- Privacy and Data Protection
- Force majeure:
- For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Quintessentially including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Quintessentially or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
- Quintessentially shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- If the Force Majeure Event prevents Quintessentially from providing any of the Services for more than ten weeks, Quintessentially shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
- Assignment and subcontracting:
- The Client acknowledges that elements of the Services may be performed by sub-contractors or suppliers of Quintessentially from time to time or by contractors or suppliers contracted by the Client directly. The Client agrees that Quintessentially may at any time subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent and Quintessentially will provide the names of all sub-contractors and suppliers as and when such third parties are engaged in relation to any element of the Services upon the request of the Client. Quintessentially may at any time assign, transfer, and/or otherwise deal with all or any of its rights or obligations under the Contract.
- The Client shall not, without the prior written consent of Quintessentially, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall either (i) be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or (ii) be sent by e-mail.
- Any notice or other communication sent by post or courier shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
- This clause 15.4 shall not apply to the service of any proceedings or other documents in any legal action.
- A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
- If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
- If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
- No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
- Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
- Variation: Except as set out in these Terms and Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Quintessentially and the Client.
- Entire agreement: The Contract sets out the entire agreement and understanding between the Parties in relation to its subject matter and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Quintessentially, which is not set out in the Contract.
- Governing law and jurisdiction: This Contract, 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, the laws of England and Wales. 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 or formation.
TUTOR TERMS & CONDITIONS
The following arrangements are understood and agreed by both parties:
Once a tutoring position has been confirmed, you are entering into a contract between you (the Tutor) and the Client. Quintessentially Education Limited (Quintessentially Education) acts as agent on behalf of the Tutor and the Client. Quintessentially Education is only responsible for finding Clients and an appropriate Tutor for the specific subject, and is not responsible for the content of tutorial/consultancy sessions and the teaching methods.
- Private Arrangements
In consideration of Quintessentially Education providing you with Clients, you are not permitted to make private arrangements for tuition with Clients introduced by Quintessentially Education or with new Clients introduced by Quintessentially Education Clients. Should you breach this obligation, you will be liable to account to Quintessentially Education for all sums received by you from the Client/new Client without deduction and Quintessentially Education shall be entitled to obtain an injunction against you to prevent further breaches. This obligation shall continue notwithstanding termination of this Agreement.
Any work referred to a Tutor by a Client of Quintessentially Education must be billed through Quintessentially Education on your behalf. Quintessentially Education is happy to negotiate on commission for new Clients referred to you by our Clients but Quintessentially Education must process the billing.
- DBS Certificate
In order for Quintessentially Education to contact Tutors regarding potential Clients, Quintessentially Education must first have a copy of the Tutor’s DBS certificate. Tutors must provide a copy of a valid DBS certificate, issued within the last three years.
- Tutor Profiles
Tutors must keep their profiles up to date. Quintessentially Education allocates jobs to Tutors according to uploaded profile details, so it is imperative that you keep these current and accurate.
You and the Client are responsible for finding and agreeing on a suitable environment in which tuition can take place. Quintessentially Education can assist with this where necessary.
Quintessentially Education will agree the fee structure with the Client and this must not be changed without written authority of Quintessentially Education.
Quintessentially Education will collect the fees due from Clients and pass them on to you as appropriate. Quintessentially Education invoices Clients on behalf of tutors, based on tutorials logged by Tutors on Tutorcruncher.
You must log your tutorials on Tutorcruncher within 24 hours of any tuition session.
Quintessentially Education will invoice Clients fortnightly based on the information provided by Tutors on Tutorcruncher. If you are late entering information or there is incorrect information recorded, payment may be delayed. Payments will only be made to Tutors once the invoices have been paid by the Client.
You must not accept any payment direct from the Client. Should you do so, all sums received by you will be immediately payable to Quintessentially Education and shall be actionable through the Courts without further notice to you. You will be removed the Quintessentially Education list of approved Tutors and will no longer be referred Clients under this Agreement.
You undertake to Quintessentially Education that you will duly pay the tax and national insurance contributions which are due from you whether in the United Kingdom or elsewhere in relation to the payments to be made to you by Quintessentially Education under this Agreement and further agree to indemnify Quintessentially Education in respect of all and any income tax and national insurance contributions which may be found due from Quintessentially Education on any payments made to you under this agreement together with any interest, penalties or gross-up thereon.
All expenses (books, travel, etc.) must be agreed with the Client and Quintessentially Education before you add them to your account. If you buy books please keep receipts so you can return them to shop if the Client does not want to buy them. Any expenses incurred by you without the agreement of the Quintessentially Education and the client will not be reimbursed to you.
- Cancellation policy
Both the Client and the Tutor must notify the other in advance of any holiday commitments they may have; and any changes to the tuition timetable necessary because of illness.
If a Tutor continually cancels tutorials by giving less than 24 hours’ notice, Quintessentially Education shall have the option to terminate this Agreement immediately.
Quintessentially Education accepts no 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 Quintessentially Education without limit in respect of any such claims.
You undertake that you shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Quintessentially Education, except that you may disclose Quintessentially Education’s confidential information as may be required by law, court order or any governmental or regulatory authority. You shall not use Quintessentially Education’s confidential information for any purpose other than to perform your obligations under this agreement.
- Data Protection Act
Quintessentially Education uses Tutor data for the purposes of the services that it provides. Tutors providing personal data consent to the use of that data by Quintessentially Education for the purpose of effecting introductions to clients, for billing and fee collecting purposes and to enable Quintessentially Education to contact the tutor from time to time.