Summary

This summary does not form party of the Agreement and is only provided as a quick reference to the key points listed in the Agreement.

Tutor Stone (the ‘Company’) is a tuition company operating as an Employment Business (‘EB’), and the tutor (the ‘Tutor’), is a self-employed individual in the business of providing Tuition Services (amongst other services). The Company acts as an intermediary specialising in finding Clients in need of tuition services. The Company is recruiting the Tutor to provide Tuition Services on its behalf as an independent, self-employed, subcontractor to the Company. The Tutor agrees that he/she supplies Tuition Services independently, not involving the Tutor working for and/or under the supervision of the Company.

Nothing in this agreement will render the Tutor an employee, worker, agent, affiliate, or partner of the Company.

The Tutor will always, in its interactions with the Company and its Clients, abide by the Company’s Privacy Policy, Child Protection and Safeguarding Policy, Code of Conduct, and the terms of this Agreement.

The Company will suggest a Client to the Tutor, providing them with full details of the Assignment, including the type of Tuition Services expected, the current and target grade, and payment details. The Tutor is under no obligation to accept any particular Assignment and the Company will continue to search for Assignment which are to the Tutor’s satisfaction, for as long as this Agreement is active (and the Tutor has the availability).

The Company may, from time to time, provide the Tutor with supplementary Teaching Materials but the Tutor is not obligated to use them and retains the freedom to design their lessons as they see fit (in accordance with the Client’s needs). In such cases, the Company (or the third party who provided the materials to the Company) retains its full Intellectual Property Rights over the Materials. The Teaching Materials should not be used for any purposes other than delivering Tuition Services under this Agreement, including delivering Tuition Services with a third party.

Similarly, the Company may provide the Tutor with equipment necessary to perform their Tuition Services. Unless otherwise agreed, these must be returned to the Company in full working order at the end of the Agreement, or earlier upon request by the Company, and failure to do so makes the Company eligible to fine the Tutor a sum equal to the cost of replacing the equipment.

The Company will pay the Tutor the Price of the Lesson charged to the Client, subtracting a fixed Commission Fee of 20%. The Company may change the Price of the Lessons and the Commission Fees at any point as it deems fit, and the Payment details of any particular Assignment will be given to the Tutor before confirming. The Tutor is free to decline any Assignment for any reason, including Payment.

The Tutor shall not seek Payment directly from the Client. At the end of the month, the Tutor shall raise an invoice with the Company for the Lessons completed, and the Company will seek to make the Payment within 48 hours of receiving the request/invoice.

Payments maybe delayed or withheld under certain circumstances, as described in Section 5 of the Agreement, and also in the case of a Lesson being cancelled by either the Tutor or the Client, and there is no possibility of rescheduling the Lesson, except in the particular case of the Client cancelling a Lesson with less than a 48 hour notice by reason other than Force Majeure, in which case the Tutor will be given full Payment for the cancelled Lesson and they will not be obligated to reschedule the Lesson (though they may choose to do so if they wish).

Payment will not be withheld from the Tutor by the Company if they have successfully delivered the Lesson, for the sole reason of the Company not receiving due payment from the Client.

If the Tutor is late to a Lesson, they must make up for it at the end of the Lesson, or before or after a subsequent Lesson. However, if the Client is late to a Lesson, the Tutor need not make up for it.

This Agreement may be terminated at any time by the Tutor or the Company by providing the other party with a two week notice, or with immediate effect under certain circumstances outlined in Section 10. Upon termination of this Agreement, the Tutor must immediately delete all Confidential Data, and any and all Teaching materials shared with them by the Company and provide receipts of the same to the Company if requested. Any equipment given by the Company must be returned by the Tutor as soon as possible, unless otherwise agreed.

The Tutor indemnifies the Company, its employees, workers, affiliates, partners, and Clients, from any losses, damages, and/or costs, personal, financial or otherwise, that they may incur as a result of their negligence, omissions, wrongful or fraudulent acts, breach of the terms of this Agreement, any of their duties and responsibilities in relation to their provision of Tuition Services, as well as any of their legal and fiscal responsibilities imposed on them by the Laws of the United Kingdom (or that of any other country). In case the Company incurs any loss, including loss of reputation, business/revenue, legal costs/fines/fees, as a result of the Tutor’s actions as outlined above, then the Company has the right to sue the Tutor, without limit, to recover such losses. 

The Tutor agrees to take full responsibility and accountability for their actions and/or omissions.

This Agreement shall be governed and construed in accordance with the Laws of the United Kingdom and its courts shall have exclusive jurisdiction.

1.  Parties involved

This agreement is between:

• Tutor Stone: a company incorporated in England which is recruiting the Tutor to provide Tuition services on its behalf to its Clients, referred to as the “Company” in this agreement; and
• The Tutor: the self-employed tutor providing Tuition Services on behalf of Tutor Stone to its Clients, referred to as the “Tutor” in this agreement.

The Company and the Tutor may be jointly referred to as the “Parties”.

2.  Key terms and definitions

Where context permits, singular words also include the plural and vice versa, and references to one gender include all genders. 

Where context permits, the use of ‘data’ refers to the data processed by the Company and the Tutor for the provision of Tuition Services to the Client, which includes both the Client data processed by the Company and the Tutor, as well as the Tutor’s data processed by the Company.

3.  Background

Tutor Stone (the ‘Company’) is a tuition company operating as an Employment Business (‘EB’), and the tutor (the ‘Tutor’), is a self-employed individual in the business of providing Tuition Services (amongst other services). This agreement formalises the commercial relationship between the Company and the Tutor regarding the provision of these services.

The Company is an intermediary specialising in finding Clients in need of tuition services. The Company is recruiting the Tutor to provide Tuition Services as an independent, self-employed, subcontractor to the Company. The Tutor agrees that he/she supplies Tuition Services independently, not involving the Tutor working for and/or under the supervision of the Company.

Nothing in this agreement will render the Tutor an employee, worker, agent, partner or affiliate of the Company.

4.  Scope

1. This Agreement constitutes the entire Agreement between the parties regarding the provision of Tuition Services by the Tutor to the Client in a particular Assignment and will become active from the date it is signed by both Parties, after which the Tutor may begin providing their Tuition Services to the Assignments given to them by the Company.
2. This Agreement supersedes any and all previous agreements and arrangements made between them (if any), either in writing or oral or implied, and any such arrangements still effective shall be deemed as terminated by mutual consent with effect from the start of this Agreement
3. Clause 4(b) shall not prejudice the Company’s rights arising prior to the start of this Agreement, in respect of prior breaches the Tutor may have committed of which the Company is not aware
4. Clause 4(b) shall not exclude or limit the liability of any party in case of fraud.
5. No amendment made to this Agreement will be effective unless it is made in writing and signed by both parties or on their behalf by a representative duly authorised by the party.
6. If any provision of this Agreement is held to be illegal or unenforceable by a court of law, then that provision shall, to the determined extent, be deemed not to form a part of this Agreement, and the rest of the Agreement and its enforceability shall not be affected.
7. If any provision of this Agreement is held to be illegal or unenforceable by a court of law, but the provision would become valid if a section of the provision were to be deleted, then the provision shall apply with any necessary deletions to render it valid.
8. This Agreement shall be governed and construed in accordance with the Laws of the United Kingdom and its courts shall have exclusive jurisdiction.

5.  Company Obligations

5.1           Company’s role and responsibility

1. The Company sources Clients in need of Tuition Services and is recruiting the Tutor as an independent, self-employed subcontractor to the Company, in order to deliver Tuition Services on its behalf.
2. The Company seeks to ensure, through this Agreement, the Company’s Code of Conduct, and other policies such as the Child Protection and Safeguarding Policy, that the Tutor meets general, professional standards, including maintaining professionalism, following the law and ethical standards, adhering to Confidentiality, and protecting the Company reputation.
3. The Company may, from time to time, provide the Tutor with Teaching Materials, such as lesson templates and topic notes, which are created by the Company or on their behalf by a third party, to assist the Tutor in providing their Tuition Services. The Tutor is not obligated to use any of these materials and are free to design their Lessons as they wish. The Company’s Teaching materials will only be provided to the Tutor for them to use as assistance in delivering their Tuition Services, if they so wish.
4. The Company does not seek to exert any kind of operational control over the Tutor which may render the Tutor an employee, worker, agent, or partner of the Company, through the provision of Teaching Materials, the Code of Conduct, Company policies, or otherwise.
5. The Company will provide the Tutor with details of an Assignment, which will include the Client’s details such as the subject they want Tuition Services for, their year group, their current and predicted grade, what kind of Tuition Services they are expecting, and the Payment the Tutor can expect from the Assignment.
6. The Company and its Clients are not obligated to offer the Tutor with work, nor is the Tutor obliged to accept and undertake any Assignments or any other work for the Client or the Company, or to work beyond the termination of a particular Assignment.
7. Should the Tutor choose to reject an Assignment for any reason, the Company will continue to source more Clients for as long as this Agreement is active, until it can find Assignments to the Tutor’s satisfaction which they are willing to accept and perform Tuition Services for.

5.2           Payments

1. The Company charges the Client a Price for each Lesson (and an additional VAT if necessary) delivered by the Tutor. The Company charges a 20% Commission Fee on the Price of the Lesson and will transfer the rest of the money to the Tutor (not including the VAT). The Tutor understands that:
   • the Price charged by the Company may vary depending on the nature of the Assignment (e.g. the subject and year group taught, whether it is a group or 1-to-1 session, etc),
   • the Company may change its Prices from time-to-time, hence changing the Payment it gives to the Tutor, and
   • the Company reserves the right to increase or decrease its Commission Fee at any point in time as it sees fit, and the Tutor reserves the right to terminate this Agreement should they have an objection to the change in the Commission Fee and no reasonable resolution could be found between the Company and the Tutor for the objection.
2. The Company will inform the Tutor of the total Payment they can expect to receive from the relevant Assignment before it is confirmed, and the Tutor is free to reject an Assignment for any reason, including if they are unsatisfied with the Payment. The Company will continue to look for a suitable Assignment for the Tutor until this Agreement is terminated, as mentioned in clause 5.1(g)
3. The Tutor shall not seek or accept any Payments from the Client or any representative of the Client directly.
4. At the end of the month, the Tutor is entitled to generate an invoice for the Lessons completed. The Company will transfer the Payment to the Tutor within 48 hours of receiving the invoice.
5. The Company is under no obligation to pay the Tutor unless a request for Payment or an invoice has been properly submitted by the Tutor in accordance with the above clause.
6. The Company will not withhold Payments from the Tutor in the case of the Client failing to pay the Company on time.
7. Payments may be delayed by the Company subject to the provision in clause 6.3(b).
8. Payments may be withheld by the Company in the case of any disputes regarding whether the Lesson has been delivered as claimed by the Tutor, until such time as the dispute is resolved to the Company’s satisfaction. Both parties agree to use reasonable means to help investigate the matter in dispute, and work together in good faith towards a resolution as soon as practicable.
9. The Company is not obliged to pay the Tutor for any Tuition Services delivered which go beyond the terms of the Assignment, unless otherwise agreed by the Company, in writing, prior to the delivery of the additional Tuition Services.
10. The Company is entitled to withhold or deduct against any Payment, if:
    • the Client and/or the Company has suffered a Loss for which the Tutor is responsible,
    • the Company has made a Payment to the Tutor which, for whatever reason, is not properly due to the Tutor, and
    • the Tutor becomes liable to pay the Company any sum in connection with this Agreement, including a breach of its terms, and any negligent or reckless act.
11. Unless otherwise agreed, the Tutor shall not be entitled to claim from the Company or the Client any expenses they have incurred in connection with providing their Tuition Services.

6.  Tutor Obligations

6.1           Tutor’s role and responsibility

1. For the duration of the term of this agreement, the Tutor shall deliver Tuition Services to the Clients assigned to them by the Company.  When delivering their Tuition Services, and in all times when they are in contact with the Client assigned to them by the Company, the Tutor shall abide by the Company’s Code of Conduct, Privacy Policy, Child Protection and Safeguarding Policy, and all the terms within this Agreement.
2. The Tutor shall not engage in any conduct which is, or likely to be, detrimental to the interests of the Client or the Company including, but not limited to, causing disrepute.

6.2           Documentation

1. The Tutor shall supply to the Company copies of any documents and authorisations required by Applicable Laws in order to provide Tuition Services. This can include, but is not limited to:
   • A passport or driving license for identity verification
   • Documents regarding training, qualifications, and/or experience, such as degree or A-level certificates, proof of current university placement or past work experience
   • A valid, enhanced DBS check
   • References
   • Any documents necessary for the Company to comply with its legal obligations
2. In supplying documents to the Company, the Tutor pledges that all documents provided are legitimate and truthful to the best of the Tutor’s knowledge. In case any documentation or evidence supplied is discovered to not be complete, accurate, or falsified, the Tutor agrees that:
   • This can result in the immediate termination of this Agreement without compensations,
   • The Company becomes entitled to withhold any outstanding Payments due to the Tutor indefinitely, or until such time as the Tutor produces further documentation or evidences which can, to the Company’s reasonable satisfaction, rectify any inaccuracies, omissions or errors in the original documentation,
   • Indemnifies the Company of any loss it may suffer as a result of the same,
   • The Company may hold the Tutor liable for any damages incurred as a result of the same, including but not limited to, legal costs and reputational damage. 

6.3           General

1. The Tutor has reasonable autonomy regarding the delivery of Tuition Services but shall communicate with the Client to understand their needs and ensure that the Tuition Services are delivered in line with the Client’s expectations.
2. From time to time, the Tutor shall take reasonable steps to accommodate lawful and reasonable requests of the Company and/or the Client. This can include, but is not limited to:
   • timely delivery of reports within 24 hours of completing the Lesson, describing what was done during the Lesson, progress made, and any concerns raised, and
   • aiding the Company with investigations of Complaints
3. The Tutor understands that failure to deliver Lesson reports within the timeline specified above may (if required by the Company) result in payment delays to the Tutor while the Company takes steps to verify the completion of the work.
4. The Tutor shall not provide any guarantees to the Client regarding the Client’s academic results, including specific grade improvements or exam outcomes. The Tutor is not liable to the Company or the Client for any academic results or performance, including exam failures and any resulting personal or financial consequences, provided they have complied with this clause.
5. If the tutor is late to a Lesson, they understand that they must make up for it at the end of the Lesson, or before or after another Lesson, as agreed upon by the Client. If the Client is late to a Lesson, the Tutor is not obligated to extend the duration of that, or any subsequent Lessons.
6. If either the Tutor or the Client cancels a Lesson by giving at least a 48-hour notice, they shall work together to find a convenient time to reschedule the Lesson (at no additional cost to the Company, and the Tutor or Client as applicable), within a maximum of two weeks. Should this not be possible, the Client will be eligible for a full refund, and the Tutor will not receive any Payment for the cancelled Lesson.
7. If the Tutor cancels a Lesson with less than a 48 hours’ notice to the Client and the Company, the Tutor shall take reasonable efforts to rearrange the Lesson at another time within two weeks at no additional cost to the Company or the Client. If the Tutor fails to reschedule the Lesson after cancellation for any reason (not excluding Force Majure), the Company is not obligated to pay the Tutor for the Lesson (and the Client will receive a full refund).
8. If the Client cancels a Lesson with less than a 48-hour notice period, then the Tutor will still be given the full Payment for the cancelled Lesson and the Tutor is not obligated to reschedule the Lesson with the Client, but may choose to do so if they so wish, at a time convenient to the Tutor.
9. Notwithstanding the above, if the Client cancels a Lesson with less than a 48-hour notice period by reason of Force Majeure, they may be eligible for a full refund and, therefore, the Tutor will not receive any Payment for the cancelled Lesson.
10. If the Tutor will be unavailable or unwilling to provide Tuition Services for a period of time, either for a specific Assignment or all the Assignments they are engaged in, they shall take all reasonable endeavours to notify the Company as soon as possible, and no less than a week at most, before the start of such a period.
11. Where necessary, the Tutor will provide at their own cost any equipment necessary for them to provide their Tuition Services. Unless agreed otherwise, the Tutor shall return any equipment provided by the Company in full working order at the termination of this Agreement, or earlier upon request by the Company. Failure to return any equipment, or if the returned equipment is not in working order, the Company may charge the Tutor a sum equal to the value of a replacement equipment, and, if necessary, any additional costs associated with obtaining replacement equipment.
12. The Tutor also indemnifies the Company against any losses incurred by the Company arising out of the Tutor’s negligence, wrongful or fraudulent acts or omissions.

6.4           Tutor status

1. The parties acknowledge that the Tutor is not the employee, worker, or partner of the Client or the Company and as a result:
   • Nothing in this Agreement shall prevent the Tutor from engaging in other Tuition Services with any third party;
   • Neither the Company not the Client are obliged to offer work to the Tutor, nor is the Tutor obliged to accept and undertake any work for the Client or the Company, or to work beyond the termination of a particular Assignment;
   • The Tutor shall comply with all legal and fiscal obligations of the United Kingdom related to the performance of their Tuition Services, including timely and accurate payment of all tax, National Insurance contributions, and VAT if necessary, payable by the Tutor in respect of the sums paid to the Tutor under this Agreement;
   • The Tutor indemnifies the Company of any costs and/or losses they may incur as a result of the failure to comply with their legal and fiscal obligations, including legal fees, penalties and fines; and
   • The Tutor warrants that they have valid and subsisting leave to enter and remain in the United Kingdom for the duration of this Agreement, and shall notify the Company without undue delay if their right to work and remain in the UK lapses or is withdrawn for any reason.

6.5           Tutor declaration

1. The tutor warrants that:
   • They are working on a self-employed, sole trader basis;
   • They have at all times throughout an Assignment, the experience, qualifications, and any authorisations required by law or any regulatory body, to perform their Tuition Services, and shall provide the Company with evidences of the same, if requested, as dictated in clause 6.2(a);
   • All invoices shall be raised in the Tutor’s name and payable directly to a registered bank account held in the Tutor’s name in the United Kingdom;
   • (If required by the company) They are covered by appropriate business insurances held in the name of the Tutor for the duration of an Assignment and shall supply the Company with evidence of the same on request which could include, for example, professional indemnity insurance and/or public liability insurance;
   • They have no unspent criminal convictions, and no criminal convictions which they haven’t already brought to the Company’s notice; and
   • They are not prevented by any other agreement, arrangement, law and/or regulation from fulfilling their obligation under this Agreement.
2. The Tutor warrants that any materials they utilize to provide Tuition Services under this Agreement:
   • are original materials produced exclusively by the Tutor;
   • do not and will not infringe on the rights of any third parties anywhere in the world;
   • if they are using materials for which they do not own the Intellectual Property Rights (‘IPR’), they have prior, explicit, written consent from the owner(s) of the IPR for using the materials to provide Tuition Services under this Agreement, and shall provide, upon request by the Company, evidence of the same; and
   • will not contain any content which is obscene, defamatory, or likely to cause offence.
3. The Tutor agrees to:
   • keep all information relating to the Client and the Company’s business affairs confidential (‘Confidential Information’) which may become known to them in connection with their supply of Tuition Services under this Agreement;
   • not use the Confidential Information for any purposes other than the supply of Tuition Services in connection to this Agreement, without the Company’s explicit, written permission; and
   • take adequate security measures to protect the safety, integrity, confidentiality, and availability of the Confidential Data supplied to them by the Company, for example by storing them using encrypted, password-protected documents.
4. The Tutor agrees to abide by the Company’s Code of Conduct, Privacy Policy, and Child Protection and Safeguarding Policy.
5. The Tutor shall not take any action which will place, or is likely to place, the Company in breach of Data Protection Laws, or any other Applicable Laws. If such action is taken by the Tutor, the Company becomes eligible to sue the Tutor, without limit, for all the damages and losses incurred by the Company as a result of such action, including but not limited to legal fees, fines, penalties, reputational damage, loss of revenue, and more.
6. The Tutor acknowledges that the Company will not tolerate bribery in any form and shall comply with all Applicable Laws relating to anti-bribery and anti-corruption in the United Kingdom, including the Bribery Act 2010.
7. The Tutor agrees to take full responsibility, accountability and liability for their actions and/or omissions.

7.  Data protection

1. For the purposes of this Agreement, the Company acts as the Data Controller of the Client’s (and the Tutor’s) personal data, and the Tutor acts as a Data Processor, processing the Client’s data to provide services on the Company’s behalf.
2. The Company processes the data for the purposes of its legitimate interests.
3. The parties shall comply with the obligations imposed on them by Data Protection Laws at all times when processing personal data in connection with this Agreement, including:
   • implementing necessary technical and organisation measures to ensure an appropriate level of security for the personal data being processed;
   • ensuring “purpose limitation” when processing data as defined by the UK GDPR;
   • maintaining Records of Processing Activities (RoPAs) at least to the minimum extent necessary to satisfy Data Protection obligations; and
   • abiding by all Data Subject Rights, including the right of access, rectification, and deletion.
4. As the Data Processor, the Tutor shall:
   • not share or transfer data to any third party without prior written consent from the Company;
   • not transfer, access or process data outside of the United Kingdom without prior written consent of the Company;
   • notify the Company within 24 hours of becoming aware of any personal data breaches; and
   • provide the Company, upon request, with information necessary to demonstrate compliance, and take steps reasonably required to assist the Company to meet their Data Protection obligations.
5. If the Tutor acts in a way that is wrongful, fraudulent, negligent, or otherwise not in line with their Data Protection obligations as outlined in this section, they agree to take full responsibility and accountability for their actions and any resulting consequences.

8.  Ownership of Intellectual Property rights

1. The tutor shall retain full Intellectual Property Rights (‘IPR’) over any materials which are created by or on behalf of the Tutor for their delivery of Tuition Services under this Agreement. This means they can freely share, alter, sell, or otherwise use the materials in any way they see fit, in connection with their Tuition Services provided under this Agreement, or otherwise, with any third party.
2. Whenever the Company provides the Tutor with materials which are created by or on behalf of the Company, which may include but is not limited to, lesson templates and topic notes, such materials shall only be used by the Tutor for the purpose of providing Tuition Services to the Client for a particular Assignment, under this Agreement. The Tutor shall not, under any circumstances, share, sell, or otherwise use the materials for any other purposes, including the provision of Tuition Services with a third party that they may be engaged with.
3. The Company shall retain full IPR over any materials which are created by them, which includes Teaching Materials, the content of blog posts on the Company website, legal policies and documentations.
4. The Tutor agrees that the Company is entitled to sue the Tutor, without limitation, for any infringements of its IPR.
5. Nothing in this Agreement shall be construed as transferring the ownership of any IPR from any party that currents owns it, to the other party, or to any other third party.
6. The Tutor shall indemnify the Company (or, if necessary, the Client) from any losses incurred as a result of or in connection with any alleged or actual infringement of any third party’s IPR, or any other rights.
7. The Tutor agrees to comply with the Company’s reasonable demands of verification of the Tutor’s Intellectual Property Rights over any materials they are using to provide Tuition Services under this Agreement, if the Company deems such a verification necessary.

9.  Disputes

1. Should any dispute arise between the parties regarding the provision of Tuition Services under this Agreement, or otherwise, the party agree to enter into mediation in good faith to settle such a dispute.

10.       Termination

1. This Agreement shall be terminated by the either Party at any time by providing a written notice to the other at least two weeks in advance.
2. Notwithstanding the above, this Agreement shall be terminated by the Tutor at any time with immediate effect by reason of Force Majeure.
3. Notwithstanding the above, this Agreement shall be terminated with immediate effect by the Company at any time, if:
   • the Company finds the Tutor to be in breach of the terms of this Agreement which, in the Company’s reasonable opinion, is incapable of being resolved or, where the Company is in the opinion that such a breach can be resolved, the Tutor fails to resolve the breach to the Company’s satisfaction and at no additional cost to the Company (or the Client) within a reasonable period of time, which does not exceed 10 working days under any circumstances, unless otherwise agreed by the Company;
   • the Company or the Tutor becomes unable to perform their obligations under this Agreement by reason of Force Majeure;
   • the Tutor has committed acts of omission, dishonesty, incompetence, or negligence in relation to this Agreement;
   • the Tutor fails to provide the Company with any reasonable requests of information;
   • the Tutor fails required Security Checks (for example, an enhanced DBS check);
   • the Company believes that the Tutor is not reasonably qualified for a particular Assignment;
   • the Tutor is unable or unwilling to provide Tuition Services necessary for an Assignment for any reason (not excluding Force Majure) for a period of more than two weeks in a month, unless otherwise agreed by the Company;
   • the Tutor is convicted for an indictable offence; or
   • for whatever legal reasons, including changes to legislation, amendments to the Law, and court orders, the company is obliged to not engage with the Tutor any longer.
4. The Company shall incur no liability for losses incurred by the Tutor as a result of the termination of this Agreement
5. Upon termination, the Tutor shall:
   • Immediately delete all copies of any Confidential Data held by them in their systems, either physical or digital, and shall provide the Company, upon request, written confirmation of the same;
   • Immediately delete all copies of any of the Company’s Teaching Materials provided to them and shall provide the Company, upon request, written confirmation of the same; and
   • Deliver to the Company any equipment supplied to them by the Company for the provision of Tuition Services in full working order or become liable to pay the Company a sum equal to buying a replacement for the same equipment, as in clause 6.3(j).
6. Terminating this Agreement shall not prejudice the Company’s rights in respect of prior breaches the Tutor may have committed of which the Company is not aware, and shall not exclude or limit the liability of any party in case of fraud.