This Agreement is made between:
• KITE Therapeutic Learning Service Limited (“KITE TLS”); and
• The Tutor / Learning Support Assistant (LSA) / Therapist whose name and address is specified below (the
“Tutor/LSA/Therapist”) with effect from the date stipulated below.
It is agreed as follows:
- Background:
1.1 On Completion of registration, the Tutor/LSA/Therapist agrees and confirms that he/she wants KITE to source
suitable clients for whom the Tutor/LSA/Therapist will deliver tuition/support/therapy services.
1.2 For private clients:
i) The Tutor/LSA/Therapist will engage with the client directly and/or through the Tutor/LSA/Therapist’s
limited company. KITE TLS is not a contractual intermediary between the Tutor/LSA/Therapist and any
client appointment (see Client-Tutor/LSA/Therapist Agreement below).
ii) Clients will be legally responsible for ensuring the Tutor/LSA/Therapist is paid and will arrange such
payments through the billing arrangements operated by KITE TLS. For billing arrangements, see below.
iii) Once tuition/support/therapy has commenced the client and the Tutor/LSA/Therapist will be deemed
to accept the billing agreement. - Appointment:
2.1 The Tutor/LSA/Therapist authorises KITE TLS to source and match clients for whom KITE TLS considers the
Tutor/LSA/Therapist will be suited to provide tuition/support/therapy services.
2.2 The Tutor/LSA/Therapist accepts and acknowledges that there is no obligation on the part of KITE TLS to
source clients or on the part of the Tutor/LSA/Therapist to accept any assignment offered by a client via KITE TLS. - Process
Tutor/LSA/Therapist registration and checking
3.1 The Tutor/LSA/Therapist will complete any of the forms specified as necessary by KITE TLS. The
Tutor/LSA/Therapist will also provide KITE TLS with evidence of any qualifications, checks, experience or similar
which the Tutor/LSA/Therapist is required to have under law or the requirements of a relevant professional body
and/or a client.
3.2 KITE TLS will take up at least two references and be satisfied as to the Tutor/LSA/Therapist’s qualifications,
suitability and ability to communicate and deliver services effectively before they will introduce any
Tutor/LSA/Therapist to a client.
3.3 The Tutor/LSA/Therapist is responsible for completing annual Safeguarding and Child Protection training and
will submit a copy of their current certificate to KITE TLS.
3.4 KITE TLS also requires that the Tutor/LSA/Therapist submit a copy of their current (i.e. less than 2 years old)
enhanced DBS certificate to KITE TLS. Where this is not available KITE TLS can assist the Tutor/LSA/Therapist with
the DBS application process. Tutors/LSAs/Therapists are required to join the DBS Update Service or resubmit new
DBS certificates every two years. By confirming that the Tutor/LSA/Therapist is looking for an engagement the
Tutor/LSA/Therapist also confirms that there is no reason why he/she should be deemed unsuitable for that
engagement and/or to work with children or vulnerable persons in general.
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3.5 If, during the time that the Tutor/LSA/Therapist is registered with KITE TLS he/she becomes aware of any
reason which may mean that he/she or a reasonable member of the public may consider that he/she would be
unsuitable to work with children he/she agrees to inform KITE TLS of this reason (whether founded or unfounded)
immediately.
Accepting an Offer from a client
3.6 Once a Tutor/LSA/Therapist has indicated that they are interested in accepting an engagement offered by a
client, then provided that KITE TLS considers that the Tutor/LSA/Therapist is suitable, KITE TLS will provide the
Tutor/LSA/Therapist with the client’s contact details.
3.7 Most of KITE TLS’s clients (unless the client informs the Tutor/LSA/Therapist otherwise) expect the
Tutor/LSA/Therapist to contact them within 24 hours of the Tutor/LSA/Therapist’s receipt of the client’s details
from KITE TLS.
3.8 If the Tutor/LSA/Therapist has not been able to contact the client within this time period, the
Tutor/LSA/Therapist is asked to inform KITE TLS as soon as possible and no later than 24 hours after receiving the
client’s details from KITE TLS.
3.9 Once the Tutor/LSA/Therapist has agreed the starting date for the tuition/support/therapy with the client, the
Tutor/LSA/Therapist is required to inform KITE TLS of the starting date and the regular time slot or other
arrangements agreed with the client either in writing or by telephone within 24 hours of agreement of the same
with the client.
3.10 KITE TLS acts as an agent on behalf of the client and the Tutor/LSA/Therapist providing introductions for
clients and students to tutors/LSAs/Therapists and vice versa. It also undertakes to make payment to the
Tutor/LSA/Therapist on the client’s behalf. This means that tutors/LSAs/Therapists do not collect fees directly from
clients.
3.11 When a Tutor/LSA/Therapist terminates an engagement with a client or the client terminates an engagement
with the Tutor/LSA/Therapist, the Tutor/LSA/Therapist is asked to notify KITE TLS within 24 hours.
3.12 When a Tutor/LSA/Therapist is offered an online assignment, this will be explained on the phone or in an
email by KITE TLS. Tutors/LSAs/Therapists should only accept online assignments when they have access to and
are comfortable with the technology required to facilitate this. - Data Protection
4.1 KITE TLS and the Tutor/LSA/Therapist shall each comply with their respective obligations under the Data
Protection Laws and the Data Protection Policy at all times.
4.2 By entering into this agreement the Tutor/LSA/Therapist consents to KITE TLS holding and processing data
relating to the Tutor/LSA/Therapist for the purposes of this Agreement including passing on any such data to any
of KITE TLS’s clients (including their children) and for any legal, personnel, administrative and/or management
purposes including (without being limited) to enabling KITE TLS to fulfil its duties to Tutors/LSAs/Therapists and
clients and to enable KITE TLS to contact Tutors/LSAs/Therapists from time to time. This data may include (without
being limited to) contact details, information regarding a Tutor/LSA/Therapist’s qualifications and experience,
BACS and payment details, details of any contact and communication between the Tutor/LSA/Therapist and KITE
TLS and/or client feedback.
4.3 KITE TLS is registered as a data controller on the Information Commissioner’s website.
4.4 Tutors/LSAs/Therapists are required not to make any unauthorised disclosure of information about their
students or clients other than to the client concerned and/or KITE TLS unless such disclosure is required by law.
4.5 In this clause the following words shall have the following meanings:
a) “Data Protection Laws” means the Data Protection Act 2018, any applicable statutory or regulatory
provisions and all European Directives and regulations in force from time to time relating to the
protection and transfer of personal data.
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b) “Data Protection Policy” means KITE TLS’s approach to data protection as set out in this clause [4]
[and in the Tutor/LSA/Therapist Guidelines document on KITE TLS’s website] as modified from time to
time. - General
5.1 Tutors/LSAs/Therapists are required to keep KITE TLS reasonably informed of their availability for assignments
indicating how many more students/hours can be taken on, or to inform KITE TLS that the Tutor/LSA/Therapist is
already fully booked.
5.2 Tutors/LSAs/Therapists are free to provide tuition/support/therapy to students or clients not introduced to the
Tutor/LSA/Therapist by KITE TLS. However, a Tutor/LSA/Therapist should not make a private arrangement with a
KITE TLS client who was introduced to the Tutor/LSA/Therapist through KITE TLS. Should this occur, KITE TLS will
remove the Tutor/LSA/Therapist from KITE TLS’s register and withdraw any further sourcing and matching
services. In the case where clients or students introduced by KITE TLS refer Tutors/LSAs/Therapists to other clients
or students, Tutors/LSAs/Therapists may only provide tuition/support/therapy to these clients or students if they
do so through KITE TLS. In the event that Tutors/LSAs/Therapists provide tuition/support/therapy to a student or
client introduced by KITE TLS and where this student or client is also registered with another agency, the
Tutor/LSA/Therapist is not permitted to invoice another agency for payment for this client.
5.3 Tutors/LSAs/Therapists must not solicit or attempt to solicit, directly or by assisting others, a student or client
to another competitive organisation of KITE TLS; this also includes the solicitation of other team members
currently working for KITE TLS. In addition, Tutors/LSAs/Therapists should not actively promote other
organisations over KITE TLS to existing students or clients. Should any such behaviour occur, KITE TLS will remove
the Tutor/LSA/Therapist from KITE TLS’s register and withdraw any further sourcing and matching services. Should
a Tutor/LSA/Therapist need to provide other learning provisions for the student or client that are not available via
KITE TLS they must do so in full consultation with KITE TLS to ensure that all options are suitably explored.
5.4 As agent contracting on behalf of the client, KITE TLS will not be liable to the Tutor/LSA/Therapist or any third
party for any act, omission or error (whether wilful, negligent or otherwise) of the client and/or the
Tutor/LSA/Therapist. Nothing in this Agreement shall operate to exclude or limit either party’s liability for death
or personal injury caused by that party’s negligence; its own fraudulent acts or omissions; or any other liability
which cannot by law be excluded.
5.5 The Tutor/LSA/Therapist warrants that it does not work under the supervision, direction or control of clients
and uses his/her professional discretion as to how to provide the tuition/support/therapy services.
5.6 All intellectual property rights and other proprietary rights (including, without limitation, rights in inventions,
patents, registered designs, unregistered designs, copyright, technical information or know how or similar rights
as well as the right to apply for registered protection for any such rights) created by the Tutor/LSA/Therapist
(whether alone or with others) in the course of carrying out the Tuition/Support/Therapy Services shall, as
between the parties, vest in and remain with the Tutor/LSA/Therapist, except in the situation where KITE TLS
contracts directly with the Tutor/LSA/Therapist through a separate agreement in writing to develop course
material, in which case the Intellectual Property Rights reside with KITE TLS.
5.7 While the Tutor/LSA/Therapist is registered with KITE TLS and providing tuition/support/therapy to clients, the
Tutor/LSA/Therapist must read and follow the KITE TLS Child Protection Policy and Procedures.
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Client-Tutor/LSA/Therapist Agreement for tuition/support/therapy provided to private
clients
This Agreement is made on the date in the Contract Letter
Between:
• The legal guardian of individual(s) receiving and paying for tuition/support/therapy whose name and
address are specified in the Contract Letter (the “Client”); and
• The Tutor/LSA/Therapist whose name and address are specified in the Contract Letter (the
“Tutor/LSA/Therapist “).
Background:
The Client wishes to engage the Tutor/LSA/Therapist to provide Tuition/Support/Therapy Services (as defined
below). The Tutor/LSA/Therapist has agreed to provide the Tuition/Support/Therapy Services on the terms of this
Agreement.
It is agreed as follows: - Definitions and interpretation
1.1 In this Agreement, unless the context otherwise requires, the following definitions shall apply:
“Agreement” means this agreement (including any schedule or annexure to it and any document in
agreed form).
“Block Tuition/Support/Therapy” has the meaning set out at clause 9.7 of this Agreement.
“Business Days” means any day (other than Saturday or Sunday) on which clearing banks are open for
business in London.
“Contract Letter” means the letter sent to the Client confirming the details and arrangements for the
provision of Tuition/Support/Therapy Services.
“Data Protection Laws” means the Data Protection Act 2018, any applicable statutory or regulatory
provisions and all European Directives and regulations in force from time to time relating to the
protection and transfer of personal data.
“Losses” means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs,
expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any
related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise
made or brought against or incurred (including without limitation all losses, liabilities and costs incurred
as a result of defending or settling any claims).
“Payment Agent” means any payment agent appointed by the Client and unless otherwise specified
and notified to the Tutor/LSA/Therapist in writing the payment agent shall be KITE Therapeutic Learning
Services Limited trading as KITE TLS.
“Cover Tutor/LSA/Therapist” means a suitably qualified and experienced substitute for the
Tutor/LSA/Therapist appointed under the terms of clause 15.
“Third Party” has the meaning set out at clause 16.2 of this Agreement.
“Tuition/Support/Therapy Services” means the provision of tuition/support/therapy by the
Tutor/LSA/Therapist for the direct/indirect benefit of the Client, the specifics of such services will vary
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depending on requirements and will be set out in the relevant Confirmation Letter and/or agreed
between the Tutor/LSA/Therapist and the Client from time to time.
“Tuition/Support/Therapy Session” means a session during which Tuition/Support/Therapy Services
are provided.
1.2 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to
time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether
before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement)
under it from time to time.
1.3 In this Agreement, unless the context otherwise requires: words in the singular include the plural and vice
versa and words in one gender include any other gender. - Appointment
The Client appoints the Tutor/LSA/Therapist to provide the Tuition/Support/Therapy Services to the Client on the
terms and conditions set out in this Agreement. - Term
This Agreement shall commence on the earlier of the date of this Agreement or the date on which the
Tutor/LSA/Therapist first provides the Tuition/Support/Therapy Services and shall continue until terminated in
accordance with this Agreement. - The Tuition/Support/Therapy Services
The specific Tuition/Support/Therapy Services to be provided to the Client are those set out below and/or as
mutually agreed between the Client and the Tutor/LSA/Therapist from time to time.
4.1 The Tutor/LSA/Therapist shall provide Tuition/Support/Therapy Services to the Client and/or a Third Party for
the benefit of the Client.
4.2 The Tutor/LSA/Therapist shall use reasonable efforts to achieve the following deliverables for the Client and/or
a Third Party:
4.2.i teaching the subject to the academic level as specified in the Contract letter
4.2.ii by the time which the Client wishes the Third Party to achieve their academic/therapy goals;
4.3 On the understanding that the Tutor/LSA/Therapist is an independent professional who will determine the
way in which the above deliverables are achieved.
4.4 If the Client is concerned that the Tutor/LSA/Therapist is not going to meet a deliverable set out at clause 4.2
above, then the Client should communicate this concern to the Tutor/LSA/Therapist in good time (at least 4
Tuition/Support/Therapy Sessions before any deadline set). Whilst this will help ensure that the
Tutor/LSA/Therapist has a reasonable amount of time to talk to the Third Party or Client to try to identify the
problem hindering the deliverable the reliance on the Third Party often means that the Tutor/LSA/Therapist
cannot guarantee a specific outcome (e.g. that teaching a Maths syllabus will guarantee any pupil a grade 9 at
GCSE). - Tutor/LSA/Therapist’s Obligations to ensure the Tuition/Support/Therapy Services are Performed
5.1 Without prejudice to the Tutor/LSA/Therapist’s other obligations under this Agreement, the
Tutor/LSA/Therapist undertakes that at all times during a Tuition/Support/Therapy Session he/she shall:
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a) perform the Tuition/Support/Therapy Services to the best of his/her ability with due care, attention
and skill and in accordance with good practice in the Special Educational Needs profession;
b) act in accordance with all relevant laws, statutes and regulations in the provision of the
Tuition/Support/Therapy Services; and
c) consider the reasonable requests of the Client, although the Tutor/LSA/Therapist as a self-employed
professional provider of educational services shall not be subject to direction from supervision by or
control by the Client as to the manner in which he performs the Tuition/Support/Therapy Services.
5.2 Subject always to the Cover Tutor/LSA/Therapist being acceptable to the Client and compliance with clause 15
of this Agreement the Tutor/LSA/Therapist may appoint a Cover Tutor/LSA/Therapist to perform the
Tuition/Support/Therapy Services on his/her behalf. If a Cover Tutor/LSA/Therapist is in place, the
Tutor/LSA/Therapist shall continue to invoice the Client in accordance with clause 9 and shall be responsible for
the remuneration of, and all tax and national insurance liabilities for the Cover Tutor/LSA/Therapist.
5.3 As part of Tuition/Support/Therapy Services the Tutor/LSA/Therapist undertakes to
a) set termly targets;
b) plan for sessions;
c) assess progress; and
d) report on progress via KITE TLS’s monitoring system.
5.4 All communication / interaction with clients, parents/carers will be carried out in a reasonable, respectful,
polite and professional manner. Necessary phone calls should be made Monday to Friday during reasonable office
hours and communication outside of these hours should be via email.
5.5 The Tutor/LSA/Therapist will maintain high standards of ethics and behaviour, at all times observing proper
boundaries appropriate to the education profession and their position. In line with this, no consumption of alcohol
or use of tobacco or vaping is acceptable whilst in the company of clients or parents/carers, whether during or
outside of session times.
5.6 The Tutor/LSA/Therapist will not engage in any action or communication (whether in person, via social
media or email) which brings the company into disrepute. All complaints, concerns or grievances should be
referred back to the KITE TLS Directors for resolution. - Client’s Obligations
6.1 Without prejudice to the Client’s other obligations under this Agreement, the Client undertakes that:
a) the Client shall ensure that the location at which the Tuition/Support/Therapy Session takes place is
free from any risks to health and safety to the Tutor/LSA/Therapist and/or any individuals who attend the
Tutoring/Support/Therapy Sessions;
b) the Client shall take reasonable steps to communicate any such risks identified to the
Tutor/LSA/Therapist before the start of the relevant Tuition/Support/Therapy Session; and
c) to the extent that the Client identifies a health and safety risk under clause 6.1 (a) the Client undertakes
to take all reasonably practicable steps to mitigate such risks.
6.2 By entering into this Agreement the Client accepts and acknowledges that the Tutor/LSA/Therapist is
engaged by the Client only to provide tuition/support/therapy and is not responsible for the safety, welfare, wellbeing
and care of any individuals during the Tuition/Support/Therapy Session including Third Parties. In the case
of Third Parties under the age of 18 years, a responsible adult (other than the Tutor/LSA/Therapist) must be
present at the Tuition/Support/Therapy Location at all times during the Tuition/Support/Therapy Session.
6.3 The Client will communicate with the Tutor/LSA/Therapist in a reasonable, respectful and professional
manner, respect their privacy and not make undue demands on their time outside of session time. Necessary
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phone calls should be made Monday to Friday during reasonable office hours. Communication outside of these
hours should be via email.
6.4 Clients, Parents/Carers will not engage in any action or communication (whether in person, via social
media or email) which brings the company or KITE TLS Associates into disrepute. All complaints, concerns or
grievances should be referred back to the KITE TLS Directors for resolution. - Commitment
The Tutor/LSA/Therapist shall provide the Tuition/Support/Therapy Services for such hours and days that KITE TLS
agrees with the Client as may be necessary for the full and effective performance of the Tuition/Support/Therapy
Services and/or the achievement of any Client goals. - Facilities and Expenses
The Tutor/LSA/Therapist shall be responsible for providing and ensuring s/he has available materials and
equipment necessary for the performance of the Tuition/Support/Therapy Services provided the Client has
correctly briefed the Tutor/LSA/Therapist about the Client. The Tutor/LSA/Therapist may recommend additional
exercise books and/or text books for Third Parties in which case purchasing of such materials is the responsibility
of the Client. - Fee
9.1 Subject to the terms of this Agreement, the Client shall pay to the Tutor/LSA/Therapist via the Payment Agent
according to the Billing Process, the fee specified in the Contract Letter in order that the Tutor/LSA/Therapist
provides Tuition/Support/Therapy Services to the Client.
9.2 For the Client and the Tutor/LSA/Therapist’s own record-keeping purposes the Tutor/LSA/Therapist will
provide a record of /Support/Therapy Services provided to the Client by completing timesheets through the
Payment Agent’s timesheet system and submit this along with an invoice to KITE TLS by the end of each calendar
month. The Client must reject these timesheets within 2 days of submission if the timesheet is not approved and
must give valid reasons in writing when doing so. After 2 days the timesheets are automatically approved (if not
previously validly rejected), such automatic approval constitutes the Client’s acceptance of the hours set out and
the Tuition/Support/Therapy Services provided.
9.3 The Tutor/LSA/Therapist and the Client shall enter into the billing agreement in accordance with the current
billing guidelines issued by HM Revenue & Customs. KITE TLS shall render monthly invoices to the Client in
accordance with the billing process operated by the Client’s Payment Agent. Payments should be made by
automated BACS payment each month provided that the Tutor/LSA/Therapist’s timesheets are submitted by
month end in accordance with clause 9.2. The payment agent will endeavour to make BACS payments by the end
of the month following the month during which the relevant Tuition/Support/Therapy Session(s) take(s) place.
However, this is subject to the timely receipt of payment from the client.
9.4 Subject to clause 9.2 no payment shall be due to the Tutor/LSA/Therapist in respect of:
a) any Tuition/Support/Therapy Services which have not been carried out due to cancellation by the
Tutor/LSA/Therapist; or
b) occasionally, no payment may be due to the Tutor/LSA/Therapist in the event that the
Tutor/LSA/Therapist has not been able to carry out the Tuition/Support/Therapy Services because he/she
lacked sufficient knowledge or expertise in the specific curriculum topic and exam board syllabus to carry
out the Tuition/Support/Therapy Services to the Client’s reasonable satisfaction.
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9.5 The Client shall make payment to meet any invoice submitted under clause 9.3 within 14 days of the date of
the invoice, except where longer payment periods have been negotiated between the payment agent and the
client.
9.6 Tuition/Support/Therapy Sessions will continue (unless agreed otherwise) until the Client or
Tutor/LSA/Therapist agree to terminate the arrangement in accordance with clause 12. Payment for
Tuition/Support/Therapy Sessions will be payable regardless of whether the Client or Third Party attends the(se)
Tuition/Support/Therapy Session(s) unless and until either party has served proper notice to cancel a session
and/or terminate the Tuition/Support/Therapy Session(s) to which the payment relates.
9.7 In the event that Tuition/Support/Therapy sessions are booked for deliverable hours, but cannot all be
accessed immediately by the client, payment will be due to the Tutor/LSA/Therapist to secure services where the
Tutor/LSA/Therapist cannot accept other work whilst the sessions build up to full time. In this event, the
Tutor/LSA/Therapist will use the time to prepare, set targets, develop materials, engage in necessary training,
complete administrative tasks, correspond with Parents/Carers and the wider team around the young person,
whilst progressing to full time session delivery.
9.8 If the Client pays for a set period of Tuition/Support/Therapy in advance of a Tuition/Support/Therapy Session
or series of Tuition/Support/Therapy Sessions (“Block Tuition/Support/Therapy”) then:
a) clause 9.5 shall not apply; but
b) after the expiry of a period of Block Tuition/Support/Therapy unless a further period of Block
Tuition/Support/Therapy is paid for by the Client then the Client’s engagement of and payment for the
Tuition/Support/Therapy Sessions will be invoiced in accordance with clauses 9.3 and 9.5; and
c) the Client’s engagement of the Tutor/LSA/Therapist shall not end at the expiry of the Block
Tuition/Support/Therapy period unless notice to terminate is served in accordance with clause 12;
Whether Block Tuition/Support/Therapy is acceptable or not will be determined at the discretion of the Client
and/or the Payment Agent. - Intellectual Property
All intellectual property rights and other proprietary rights (including, without limitation, rights in inventions,
patents, registered designs, unregistered designs, copyright, technical information or know how or similar rights
as well as the right to apply for registered protection for any such rights) created by the Tutor/LSA/Therapist
(whether alone or with others) in the course of carrying out the Tuition/Support/Therapy Services shall, as
between the parties, vest in and remain with the Tutor/LSA/Therapist. - Other Interests
Nothing in this Agreement shall prevent the Tutor/LSA/Therapist from being engaged, concerned or having a
financial interest (directly or indirectly) in any capacity in any other business, trade, profession or occupation
during the term of this Agreement provided that such activity does not cause a breach of any of the
Tutor/LSA/Therapist’s obligations under this Agreement. - Termination
12.1 This Agreement shall continue unless terminated:
a) on 5 Business Days’ written notice by the Client to the Tutor/LSA/Therapist;
b) on 14 Business Days’ written notice by the Tutor/LSA/Therapist;
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c) on written notice with immediate effect if there is a serious or repeated breach of this Agreement by
the other party, which is, in the reasonable opinion of that other party, incapable of remedy and/or which
is capable of remedy but not remedied within 10 Business Days after receiving an earlier written notice
requiring that party to do so; or
d) by written notice with immediate effect by the Tutor/LSA/Therapist and without liability or prejudice to
any right for relief if the Tutor/LSA/Therapist forms the opinion for any reason that (i) the Client may not
meet its obligations to the Tutor/LSA/Therapist (including any ability to make payment under clause 9),
or (ii) the Tuition/Support/Therapy Services are not able to be carried out in a safe or productive
environment for the Tutor/LSA/Therapist or those who should benefit from the Tuition/Support/Therapy
Services.
In the event of any termination under this clause 12.1 the Client shall notify its Payment Agent so that appropriate
payment arrangements can be made.
12.2 Either party may give notice (by email or telephone conversation (but not voicemail alone) to the other party)
to cancel a Tuition/Support/Therapy Session so long as the date on which the notice is provided (if any) is at least
24 hours before the Tuition/Support/Therapy Session is due to take place. If the Client does not give at least 24
hours’ notice the Client shall be deemed to have approved the timesheet for that Tuition/Support/Therapy
Session and shall pay for the session which has been cancelled with insufficient notice. - Nature of Tuition/Support/Therapy Services
13.1 This Agreement constitutes a contract for the provision of independent Tuition/Support/Therapy Services
and is not a contract of employment. The relationship of the Tutor/LSA/Therapist to the Client is that of an
independent contractor.
13.2 The Tutor/LSA/Therapist shall not:
a) hold himself out to be an officer, employee, worker, agent or partner of the Client or its Payment
Agent;
b) have authority to incur any expenditure in the name of or for the account of the Client or its Payment
Agent or otherwise hold himself out as having authority to bind the Client or its Payment Agent in any
way, except as authorised by the Client or its Payment Agent in advance. - Indemnity
14.1 Save as expressly provided for in this Agreement neither the Client nor its Payment Agent shall bear any
responsibility for, and shall not be liable for any expenses, national insurance, pension contributions, tax of
whatever kind or for any sums paid or which may be paid or payable to the Tutor/LSA/Therapist in connection
with the provision of the Tuition/Support/Therapy Services. The Tutor/LSA/Therapist shall on demand provide
details of the tax reference under which his income is dealt with by HM Revenue & Customs to the Client.
14.2 The Tutor/LSA/Therapist hereby indemnifies and agrees to keep indemnified the Client and/or its Payment
Agent against any and all Losses incurred by the Client or its Payment Agent in respect of or in connection with:
a) any income tax, National Insurance or social security contributions which may arise in connection with
this Agreement and any other liability, deduction, contribution, assessment or claim arising from or made
in connection with the performance of the Tuition/Support/Therapy Services, where such recovery is not
prohibited by law;
b) the performance of the Tuition/Support/Therapy Services;
c) any challenge by HM Revenue & Customs as to the employment status of the Tutor/LSA/Therapist;
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KITE TLS Terms of Business 26 August 2020.docx
d) any claim based on employment and/or worker status brought by the Tutor/LSA/Therapist and/or any
Cover Tutor/LSA/Therapist, including but not limited to any claim for unfair dismissal, redundancy pay, or
breach of the Working Time Regulations 1998 and The Working Time (Amendment) Regulations 2003.
The Client and/or its Payment Agent may at its option satisfy such indemnity (in whole or in part) by way of
deduction from any payments due to the Tutor/LSA/Therapist. - Procurement
The Tutor/LSA/Therapist shall procure that any Cover Tutor/LSA/Therapist providing the Tuition/Support/Therapy
Services shall, prior to the provision of any Tuition/Support/Therapy Services, agree to comply with the obligations
of the Tutor/LSA/Therapist in this Agreement as if the Cover Tutor/LSA/Therapist was a party to this Agreement
save that any reference to Tutor/LSA/Therapist shall be replaced by reference to Cover Tutor/LSA/Therapist. For
the avoidance of doubt, any Cover Tutor/LSA/Therapist must comply with the KITE TLS safer recruitment, vetting
and child protection policy and procedure. - Data Protection
16.1 The Client and the Tutor/LSA/Therapist accept and acknowledge that it is likely that in carrying out a
Tuition/Support/Therapy Session and/or preparing to carry out a Tuition/Support/Therapy Session the Client, the
Client’s Payment Agent and the Tutor/LSA/Therapist will process each other’s personal data (including, where
necessary, sensitive personal data).
16.2 The Client and the Tutor/LSA/Therapist accept and acknowledge that it is also likely that the Client, the
Payment Agent or the Tutor/LSA/Therapist will process the personal data of third parties (such as the Client’s child
or children and/or any other third parties) attending a Tuition/Support/Therapy Session or indicated as being due
to attend a Tuition/Support/Therapy Session (“Third Parties”). The Client warrants that:
a) it is the legal guardian of all Third Parties; and
b) its consent to processing personal data (including sensitive personal data) as set out in this Clause 16
also extends to cover any Third Parties.
16.3 The Tutor/LSA/Therapist and Client consent to the processing of any personal data both inside and, where
necessary, outside the European Economic Area for the purposes of:
a) fulfilling any of their obligations under this Agreement;
b) payment of any fees under this Agreement (whether by the Client and/or its Payment Agent);
c) compliance with applicable procedures, laws and regulations; and
d) any other reasonable purposes in connection with the Client and Tutor/LSA/Therapist’s engagement,
about which the Tutor/LSA/Therapist or Client shall be notified from time to time.
16.4 The Client and the Tutor/LSA/Therapist acknowledge and accept that in order to fulfil their obligations under
this Agreement, it may be necessary to pass their personal data (or sensitive personal data, as appropriate) to
regulatory bodies, government agencies and other third parties as required by law or for administration purposes.
16.5 The Tutor/LSA/Therapist acknowledges and accepts that the Client and/or its Payment Agent may monitor
electronic correspondence (including any email, voice messages and/or text messages) that the
Tutor/LSA/Therapist receives via the relevant person’s telecommunications and computer systems in order to
ensure the integrity of its information technology or to prevent or detect criminal behaviour or behaviour which
contravenes other legislation.
16.6 The Tutor/LSA/Therapist and the Client agree to provide all reasonable assistance to the relevant person to
ensure compliance with their obligations under this clause 16 and the Data Protection Laws.
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KITE TLS Terms of Business 26 August 2020.docx - General
17.1 Entire agreement and conflicts
This Agreement sets out the entire agreement and understanding between the parties in respect of the subject
matter of this Agreement.
17.2 Assignment
This Agreement shall not be assignable by the Tutor/LSA/Therapist and/or the Client.
17.3 Variation
No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of
each of the parties.
17.4 Invalidity
To the extent that any provision of this Agreement is found by any court or competent authority to be invalid,
unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be part of this Agreement, it
shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or
enforceability of that provision in any other jurisdiction. Nothing in this Agreement shall operate to exclude or
limit either party’s liability for death or personal injury caused by that party’s negligence; its own fraudulent acts or
omissions; or any other liability which cannot by law be excluded.
17.5 Releases and waivers
The rights, powers and remedies conferred on any party by this Agreement and the remedies available to any
party are cumulative and are additional to any right, power or remedy which it may have under general law or
otherwise. Any party may, in whole or in part release, compound, compromise, waive or postpone, in its absolute
discretion, any liability owed to it or right granted to it in this Agreement by any other party or parties without in
any way prejudicing or affecting its rights in respect of that or any other liability or right not so released,
compounded, compromised, waived or postponed. No single or partial exercise, or failure or delay in exercising
any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any
further exercise of that or any right, power or remedy arising under this Agreement or otherwise.
17.6 Exclusion of third party rights
The Contracts (Rights of Third Parties) Act 1999 shall only apply to this Agreement in relation to the Client’s
Payment Agent. No persons other than the parties to this Agreement and the Payment Agent shall have any
rights under it and it will not be enforceable by any person other than those parties.
17.7 Notices
a) Any notice to a party under this Agreement shall be in writing and signed by or on behalf of the party
giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post or
facsimile to the address of the party as set out on page 1 of this Agreement or as otherwise notified in
writing from time to time.
b) Any such notice shall be deemed to have been served:
i) at the time of delivery if delivered personally to a party or to the specified address;
ii) on the second working day after posting by first class prepaid post in the case of an address in
the United Kingdom and 96 hours after posting for any other address;
iii) 4 hours after transmission if served by facsimile, provided automatic confirmation of successful
delivery is obtained.
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Website: www.kitetls.co.uk | Email: admin@kitetls.co.uk
Registered office: 85 Tottenham Court Road, London, W1T 4TQ | Registered in England Company No: 11674710
KITE TLS Terms of Business 26 August 2020.docx
c) If, in the case of facsimile transmission, the deemed time of service is not during normal business
hours in the country of receipt, the notice shall be deemed served 2 hours after the opening of business
on the next normal business day of that country.
d) A party shall not attempt to prevent or delay the service on it of a notice connected with this
Agreement.
17.8 Governing law and jurisdiction
a) This Agreement shall be governed by and construed in accordance with English law.
b) Each of the parties irrevocably submits for all purposes in connection with this Agreement to the
exclusive jurisdiction of the courts of England.