Terms and Conditions

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MyTutor Services Agreement

Parties

  • (1) MY TUTORWEB LIMITED, t/a MyTutor, incorporated and registered in England and Wales with company number 08580263 whose registered office is 35 Ballards Lane, London, N3 1XW (“MTW”); and
  • (2) (“Sponsor ”)

Background

  • (1) MTW operates a website and online learning platform hosted at https://mytutor.co.uk (the “MTW Sites”);
  • (2) MTW provides Tutoring Services to Students via the MTW Sites;
  • (3) Sponsor wishes to use the Services in order to support its students.

‘MTW’ operates a website at www.mytutor.co.uk and the online learning platform (the ‘MTW Sites’) through which it offers Tutoring Services including the provision of Tutorials to Students selected by the Sponsor. These Tutorials are delivered to Students via the MTW Sites.

1. Definitions and interpretation

In these conditions (except where the context otherwise requires) the following words shall have the following meanings:

  • Agreement: refers to the contract between MTW and the Sponsor for the supply of the Services in accordance with these Conditions,the parties agreeing an Order Confirmation, and includes any documents referred to or hyperlinked therein unless expressly excluded.
  • Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  • Commencement Date: has the meaning set out in Condition 2.2 and as set out in the Order Confirmation.
  • Condition(s): means these conditions set out in this MTW Services Agreement as amended from time to time.
  • Effective Date: means the date of signature of this Agreement.
  • Force Majeure Event: any event arising that is beyond the reasonable control of the affected party including any industrial dispute affecting any third party, governmental regulations, fire, flood, inclement weather, disaster, pandemic, civil riot or war.
  • Initial Term: Number of weeks as set out in the Order Confirmation.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • Legislation: all applicable laws, Acts of Parliament and Treaties and all orders, regulations, directives, conventions and subordinate legislation made pursuant to such an Act or Treaty or otherwise having the force of law.
  • Losses: means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
  • MTW Fees: refers to the payments made to MTW by the Sponsor in respect of the Services.
  • MTW Materials: refers to all content on and off the MTW Sites that is owned by, or licensed to, MTW.
  • Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
  • Order Confirmation: the relevant order form agreed and executed by the parties which forms a separate Agreement incorporating these Conditions which can be executed online via electronic signature (using DocuSign or a similar service) or manually as required.
  • Personally Identifiable Information: any data that can be used to clearly identify an individual.
  • Payment Due Date: as set out in the Order Confirmation in respect of the MTW Fees
  • Services: refers to the provision of Tutorials, Tutoring Services, the operation of the MTW Sites, each as detailed in an Order Confirmation.
  • Sponsor: means the party contracting with MTW. The Sponsor is the Student’s sponsor and has the legal contractual relationship with MTW in respect of the Services; The Sponsor is responsible for the Student and for paying the MTW Fees to MTW.
  • Student: means a person who is a student at the Sponsor’s school and who will be receiving the Tutoring Services via MTW delivered by a Tutor and paid for by the Sponsor pursuant to an Order Confirmation.
  • Term: means to duration of these Conditions between the Parties as set out in clause 11.
  • Tutor: means a tutor offers its services via the MTW Sites
  • Tutorial(s): refers to the online pre-booked 55-minute tutoring session which is booked by the Sponsor.
  • Tutoring Services: means the provision of online tutoring by a Tutor by way of individual Tutorials in real-time and, suitably tailored to meet the individual requirements of the Students.
  • Tutor Materials: refers to content relating to the Tutoring Services (including images (audio and/or visual), text, music, trademarks, symbols, logos and slogans).

Precedence. If there is any conflict among any elements of the Agreement, the descending order of precedence will be (unless expressly stated otherwise for any particular terms): (i) the SOW; (ii) Schedules; (iii) Annexes (iv) these Master Terms (excluding the Schedules and Annexes).

The words “include” and “including” mean “include without limitation” and “including without limitation”.

2. General: basis of the agreement

2.1 The Order Confirmation constitutes an Agreement following an offer by the Sponsor to purchase certain Services in accordance with these Conditions.

2.2 The Order Confirmation shall only be deemed to be confirmed and accepted when MTW countersigns the Order Confirmation at which point and on which date the Agreement shall come into existence (‘Effective Date’).

2.3 Any samples, drawings, descriptive matter or advertising issued by MTW, and any descriptions or illustrations contained in MTW's promotional materials including the MTW Sites, 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 Agreement or have any contractual force.

2.4 Parties.

The Sponsor [and any school or other type of educational facility which is operated by them (a “Managed Centre”)] may enter into an Order Confirmation which is governed by Conditions. Where an Order Confirmation is entered into by a Managed Centre, references in the Agreement and these Conditions to "Sponsor" refer to the Managed Centre and "parties" or "party" shall be construed accordingly. Each Order Confirmations executed shall, together with these Conditions, comprise a single Agreement between the Parties to the Order Confirmation only. Accordingly, one or more separate Agreements may be created, each governed by these Conditions.

2.5 Precedence.

If there is any conflict among any elements of the Agreement, the highest will be (unless expressly stated otherwise for any particular terms): (i) the Order Confirmation; (ii) these Conditions; (iii) the Schedules.

2.6 Interpretation.

The words “include” and “including” mean “include without limitation” and “including without limitation”.

3. Supply of services

3.1 In consideration of the MTW Fees, MTW shall supply the Services selected on the Order Confirmation to the Sponsor.

The Sponsor may redeem MTW Fees against the provision of Tutoring Services which shall be performed by Tutors in accordance with the Order Confirmation.

3.2 The supply of Services shall begin on the Commencement Date.

3.3 Sponsor may purchase Tutorials in consideration of the payment of additional MTW Fees.

To do this, MTW shall issue one or more further Order Confirmations for Sponsor to review, agree and execute whereupon a new Agreement shall be formed.

3.4 MTW shall ensure that each tutor will undergo a DBS background check prior to becoming a Tutor and being offered to the Sponsor under the Services.

As part of the Services, MTW will use all reasonable efforts to select appropriate independent Tutors to the Sponsor and the Sponsor’s Students.

3.5 MTW Fees shall be valid for the period set out in the relevant Order Confirmation and shall expire thereafter.

After the Order Confirmation is agreed the Sponsor will promptly identify the Students to benefit from the Tutoring Services and shall apply the MTW Fees for the benefit of those Students only. The Sponsor may not reallocate the MTW Fees between Students without the prior written consent of MTW, which will not be unreasonably withheld or delayed provided that the replacement student is a suitable fit with the Tutors in MTW’s reasonable opinion. Sponsor will maintain its own internal record of which Tutorials are allocated to which Students.

3.6 MTW and Sponsor will agree which MTW Fees shall be allocated against which Tutorials and agree the timetable for the delivery of all Tutorials to Students in advance, in consultation with, and on behalf of, the Sponsor and the Tutor.

Once agreed, the timetable shall be binding on both parties and may not be amended without the prior written consent of MTW. Once booked, a Sponsor may cancel a Tutorial or remove a Student from a Tutorial but shall not be entitled to the return of the MTW Fees allocated to that Tutorial or that Student (as appropriate).

3.7 Sponsor acknowledges and agrees that if the Tutorials are delivered as a series of sequential Tutorials, if one is missed, the Tutor will have no obligation to restart the series or re-perform that Tutorial to take account of Student absence for whatever reason and the MTW Fees allocated to the Tutorial will be forfeited.

3.8 From time to time, MTW may substitute one or more Tutors to provide the Tutorials.

Subject to clause 3.5 the Sponsor may substitute a Student provided that they are at the same level and require tuition in the same subject.

3.9 MTW’s Tutor selection will be made using reasonable efforts to match the Tutor’s skills with the Sponsor’s requests for Tutorials based on Students’ needs as communicated to MTW by Sponsor only.

3.10 MTW shall have the right to make any changes to the Services which are necessary to comply with any Legislation or safety requirement, or which do not materially affect the nature or quality of the Services and MTW shall notify the Sponsor in any such event.

3.11 MTW warrants to the Sponsor that the Services will be provided using reasonable care and skill.

4.1 The Sponsor shall:

  1. a) ensure that the terms of the Order Confirmation and any information it provides to MTW are complete, accurate and up-to-date at all times;
  2. b) take all steps necessary to ensure that the Student does not provide any Personally Identifiable Information to a Tutor in the course of receiving the Services;
  3. c) pay the MTW Fees as set out in clause 5 below;
  4. d) co-operate with MTW in all matters relating to the Services and provide MTW with such information and materials as MTW may reasonably require in order to facilitate the provision of the Tutoring Services provided by the Tutor and ensure that such information is accurate and up-to-date in all material respects.;
  5. e) obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Commencement Date and thereafter during the subsistence of the Agreement;
  6. f) be responsible for providing all services, equipment and facilities to enable the students to access the MTW Sites including but not limited to suitable hardware, software, and secure network connectivity to the internet. These provisions shall include but may not be limited to:
    1. i. Latest version of Google Chrome web browser
    2. ii. Working microphones, webcams and headsets
    3. iii. Internet connection with download and upload speeds greater than 0.6mbps, ping and jitter speeds less than 80ms

4.2 If MTW's performance of any of its obligations under these conditions is prevented or delayed by any act or omission by the Sponsor (which may include a Student) or failure by the Sponsor or Student to perform any relevant obligation, including, but not limited to making payment, (‘Sponsor Default’):

  1. a) MTW shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Sponsor remedies the Sponsor Default, and to rely on the Sponsor Default to relieve it from the performance of any of its obligations to the extent the Sponsor Default prevents or delays MTW's performance of any of its obligations;
  2. b) Subject to clause 9.1, MTW shall not be liable for any Losses sustained or incurred by the Sponsor arising directly or indirectly from Sponsor’s failure or delay to perform any of its obligations as set out in clause 4.1 nor shall MTW have any liability whatsoever to Sponsor for any Losses sustained or incurred by Sponsor through the exercise by MTW of its rights set out in this clause 4.2;

5.1 MTW shall invoice the Sponsor for the MTW Fees in accordance with the Order Confirmation.

Sponsor shall pay each invoice in full no later than 30 days after the date of the invoice. Time shall be of the essence in respect of the payment of all Fees for the Services.

5.2 Sponsor further acknowledges that Tutors are not employees of MTW, and are sub-contractors providing the Services on behalf of MTW.

Tutors do not have any power to make representations on behalf of MTW.

5.3 If MTW has not received payment of any undisputed amount by their due date, and without prejudice to any of its other rights and remedies, MTW may (without liability to the Sponsor) disable the Sponsor's account and/or access to all or part of the Services and MTW shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

5.4 The Sponsor shall pay all undisputed amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

MTW may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Sponsor against any amount payable by MTW to the Sponsor.

5.5 Where a Tutorial is cancelled or unattended without MTW’s prior agreement in accordance with clauses 3.5 and 3.6 , the Sponsor is not entitled to any refund or reallocation of the MTW Fees associated with such Tutorial.

The Sponsor must make any request to MTW to change any Tutorial time or Student a minimum of 24 hours in advance of the relevant Tutorial. MTW is under no obligation to agree any such request.

5.6 MTW Fees are valid only in the relevant academic year to which they relate and which is set out in the in the Order Confirmation.

Sponsor shall not be entitled to carry any unused part of any MTW Fees (paid or otherwise) forward from one academic year to the next and the unused MTW Fees shall lapse at the end of the academic year stated in the Order Confirmation. Sponsor shall not be entitled to a refund of any amount paid in advance for any unused and/or lapsed MTW Fees which Sponsor has paid or is due to pay.

6. Intellectual property

6.1 All Intellectual Property Rights in the MTW Materials or arising out of or in connection with the Services shall be owned by MTW or licensed to MTW.

The Intellectual Property Rights contained on the MTW Sites or Services cannot be used, modified, copied, distributed, adapted, altered, or in any way exploited, without MTW’s written permission.

6.2 Neither party will claim rights to any of the other party’s Intellectual Property Rights as a result of these Conditions.

6.3 The Sponsor acknowledges that all Intellectual Property Rights in

  1. a) all Materials produced by the Tutor pursuant to the performance of the Tutoring Services shall remain the property of the Tutor; and,
  2. b) and relating to MTW are owned by MTW or MTW’s licensors.

6.4 All MTW Materials are the exclusive property of MTW.

7. Confidentiality

7.1 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 business, its products and services which the receiving party may obtain.

The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under these Conditions, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this Condition as though they were a party to these conditions. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of these Conditions.

8. MTW obligations

8.1 MTW agrees to:

  1. a) provide the Services with reasonable skill and care;
  2. b) conduct all Services in accordance with the applicable Legislation;
  3. c) provide the Services promptly and give to a Sponsor all such information as they may reasonably require in connection with the provision of the Services; and
  4. d) in accordance with these Conditions and Order Confirmation.

9. Liability

9.1 Subject to clause 9.4 this clause 9 sets out the entire financial liability of MTW (including any liability for the acts or omissions of its Tutors, employees, agents and sub-contractors) to the Sponsor:

  1. a) arising under or in connection with these Conditions;
  2. b) in respect of any use made of the Services and the MTW Materials or the Tutor Materials or any part of them; and
  3. c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions.

9.2 Except as expressly and specifically provided in these Conditions:

  1. a) the Sponsor assumes sole responsibility for results obtained from the use of the Services and the Tutor Materials (or anything else provided by the Tutor to the Student or the Sponsor), and for conclusions drawn from such use. MTW shall have no liability for any Losses or damage caused by errors or omissions in any information or instructions provided to MTW by the Sponsor in connection with the Services, or any actions taken by MTW at the Sponsor's direction;
  2. b) except as specifically stated in these Conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these conditions.

9.3 Nothing in these Conditions excludes the liability of either party:

  1. a) for death or personal injury caused by its own negligence; or
  2. b) for fraud or fraudulent misrepresentation; or
  3. c) for any other matter which cannot be excluded by law.

9.4 Subject to clauses 9.2 and clause 9.3:

  1. a) Except in respect of Sponsor’s payment obligations, neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions; and,
  2. b) MTW's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of each Agreement shall be limited to the total MTW Fees paid (by way of MTW Fees Payments) for the MTW Services out of which the claim arose during the six (6) months immediately preceding the date on which the claim arose.

10. Complaints

MTW endeavours to meet the highest standards when providing the Services. MTW take any complaints received very seriously. MTW encourages the Sponsor to bring any complaint to its attention and welcomes any suggestions for improving its procedures. MTW will use reasonable endeavours to solve any disagreements quickly and efficiently. If Sponsor is not happy with the way MTW deals with any complaint the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.

11. Term & termination

11.1 These Conditions shall commence on the date last signed by the Parties, or on the Commencement Date of the first Order Confirmation executed under it, whichever is the sooner and shall continue for 24 months (the “Term”).

Unless the either party provides 60 days written notice before the end of the Term, these Conditions shall automatically renew for successive periods of 12 months (each a “Renewal Term”). Termination or expiry of this agreement does not automatically Terminate any Order Confirmation placed under it, which shall remain in place, and governed by these Conditions until its own expiry or termination. MTW reserves the right to terminate any and all aspects any Agreement and/or these Conditions on thirty days (30) days’ notice if it chooses to discontinue the provision of any Services or for any other reason.

11.2 Without affecting any other right or remedy available to it, MTW may suspend provision of the Services under all Agreements between the Sponsor and MTW or terminate all Agreements and these Conditions with immediate effect by giving written notice to the Sponsor if:

  1. a) the Sponsor fails to pay any amount due under an Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment
  2. b) the Sponsor commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
  3. c) the Sponsor becomes insolvent or is otherwise unable to pay its debts as they fall due.

12. Consequences of termination

12.1 On termination of an Agreement for any reason:

  1. a) Sponsor and its Students shall immediately stop using the Service.
  2. b) MTW shall not be under any obligation legal or otherwise to continue with, or to complete any pending Services under such Agreement with no liability to Sponsor;
  3. c) the Sponsor shall immediately pay to MTW all of MTW's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, MTW shall submit an invoice, which shall be payable by the Sponsor immediately on receipt;
  4. d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination or expiry; and
  5. e) Conditions which expressly or by implication survive termination shall continue in full force and effect,

13. Data protection

13.1 Both parties shall comply in full with the Joint Controller provisions detailed in Schedule 2 and Appendix 1 as amended or superseded from time-to-time in writing by the parties.

14. Force majeure

MTW reserves the right to suspend the performance of any Services or to terminate this Agreement with no liability to the Sponsor if it is prevented from, or delayed in, carrying on its business by a Force Majeure Event.

15. General terms

  • Assignment: The Sponsor shall not, without the prior written consent of MTW, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Sponsor may only allocate an MTW Fee for the benefit of a Student. MTW may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
  • Subcontracting: MTW may subcontract any element of the Services, including the Tutorials.
  • Enforceability: If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  • Entire Agreement: The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matter. The Sponsor acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of MTW which is not set out in this Agreement.
  • Governing Law: This Agreement 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 law of England and Wales.
  • Jurisdiction: Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
  • Notice: Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Conditions. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
  • Remedies Not Exclusive: Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
  • Status: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name of, or on behalf of, or otherwise to bind the other in any way.
  • Third Party Rights: These Conditions govern the relationship between the Sponsor and MTW and does not create any third party beneficiary rights.
  • Variation: No variation of these conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • Waiver: No failure or delay by a party to exercise any right or remedy provided under these conditions or by law shall constitute

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Schedule 2

Joint Controller Schedule

In this Schedule the following definitions shall apply:

1. Interpretation

1.1. Definitions

  • Agreed Purposes: as set out in Appendix 1;
  • Controller, Joint Controller/s, Data Subject, Personal Data, Personal Data Breach, Processor, Process(ing), Special Category Data, Subject Access Request and Sub-Processor/s: have the meaning ascribed to them in the Data Protection Legislation;
  • Data Protection Legislation: all law relating to the Processing of Personal Data including the Privacy and Electronic Communications Regulations and all applicable guidance and codes of practice issued by the Information Commissioner’s Office or any replacement EU or UK data protection or related privacy Law in force in England and Wales;
  • Joint Controller Schedule: this Joint Controller agreement and its appendices as amended from time- to-time;
  • Main Agreement: the MyTutor Services Agreement and associated Order Confirmation;
  • Regulatory Authority: the UK’s information commissioner (ICO) as replaced or superseded from time to time
  • Shared Data: Personal Data shared between the parties for the Agreed Purposes during the Term of these Conditions and as detailed in Appendix 1;
  • Term: as set out in Clause 11 of the Main Agreement;
  • Third Country/Countries: all countries outside of the scope of the data protection laws of the European Economic Area (EEA), except those deemed adequate by the European Commission from time to time.

2. Compliance with the Data Protection Legislation

2.1. Both parties acknowledge that they are Joint Controllers for the purposes of the Data Protection Legislation in respect of the Shared Data provided or made available under these Conditions.

For the avoidance of doubt, both parties are Controllers in their own right for any Personal Data that is not Shared Data.

2.2. Both parties shall comply with all applicable requirements of the Data Protection Legislation in respect of the Shared Data and each Party shall ensure that it has all the necessary and appropriate legal basis required for the lawful Processing of the Shared Data (including for its transfer to the other Party).

3. Data Subject Rights

3.1. In order to ensure that Data Subjects understand how their Personal Data shall be Processed by the parties jointly, and so that they receive the information to which they are entitled under the Data Protection Legislation, both parties shall publish all required information via their privacy notices or other appropriate arrangement as agreed between them on or before the date that such Processing takes place.

3.2. Both parties shall during the Term of these Conditions and for an appropriate period thereafter, maintain a record of individual requests from Data Subjects to exercise their rights under the Data Protection Legislation in relation to the Shared Data, including Subject Access Requests, requests for deletion, restriction, rectification, portability, objections and rights in relation to automated decision making.

3.3. Records kept should include, but shall not necessarily be limited to, the following:

3.3.1. copies of the relevant request received;

3.3.2. details of the data accessed and shared with the Data Subject, if any; and

3.3.3. notes of any meetings, correspondence or phone calls relating to the request.

3.4. For commercial efficacy and to ensure that Data Subjects’ rights are fulfilled in an expeditious and timely manner, both parties agree that MTW shall be solely responsible for the conduct of all Subject Access Requests received by it in relation to the Shared Data.

The Sponsor shall at all times provide MTW with such reasonable assistance and cooperation as is required to enable MTW to comply with all such requests and to respond to associated queries or complaints from Data Subjects. The Sponsor shall provide any supporting information requested within five (5) Days of receiving such a request from MTW, unless otherwise agreed between the parties in writing.

3.5. Without prejudice to clause 3.4, in the event that the Sponsor receives a Subject Access Request relating to the Shared Data directly from a Data Subject, the Sponsor shall notify MTW without undue delay and in any event within five (5) days following receipt of the request.

The Sponsor shall further ensure that MTW is kept apprised of the conduct of the request and shall take MTW’s views into account provided that these are in line with the Data Protection Legislation before any disclosures are made.

3.6. Each party shall bear its own costs of complying with this clause 3 unless agreed otherwise in writing between them.

4. Data Retention and Deletion

4.1. Neither party shall retain or Process the Shared Data for longer than is necessary to carry out the Agreed Purposes or in order to comply with applicable statutory or professional retention periods.

5. Transfers of Shared Data to Third countries

5.1. Neither party shall disclose nor transfer the Shared Data to any person located in a Third Country unless the transfer is governed by the most recently issued and relevant (at the time of the transfer) standard contractual clauses from the European Commission or Regulatory Authority’s office or other appropriate European Commission approved mechanism.

6. Security of the Shared Data

6.1. Having regard to the state of technological development and the cost of implementing such measures, each party shall put in place and maintain, throughout the Term of these Conditions, appropriate technical and organisational measures including but not limited to encryption and pseudonymisation, in order to:

6.1.1. prevent:

6.1.2. unauthorised or unlawful Processing of the Shared Data; and

6.1.3. the accidental loss or destruction of, or damage to, the Shared Data;

6.1.4. ensure a level of security appropriate to:

6.1.5. the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage; and

6.1.6. the nature of the Shared Data to be protected.

6.2. Each party shall ensure that its staff members are appropriately trained to handle and Process the Shared Data in accordance with the Data Protection Legislation.

6.3. Each party shall ensure that only permitted recipients have access to the Shared Data and shall ensure the reliability of all such permitted recipients.

6.4. Both parties shall remain free to appoint Sub-Processors as appropriate provided that the appointment is in line with the Data Protection Legislation.

7. Personal Data Breaches and Reporting Procedures

7.1. Each party shall notify any potential or actual Personal Data Breach relating to the Shared Data, and any related Data Security Breach, to the other party without undue delay and in any event within 48 hours after becoming aware of the breach.

Each party shall provide reasonable assistance and cooperation as is necessary to the other to facilitate the handling by the other party of any Data Security Breach.

8. Resolution of Disputes

8.1. In the event of a dispute or claim brought by a Data Subject or Regulatory Authority concerning the Processing of the Shared Data against either or both parties, the parties shall, unless prevented by law, inform each other about any such disputes or claims and shall, in the first instance, cooperate with a view to settling them amicably and in a timely fashion.

9. Limitation of Liability

9.1. Subject to the limitation of liability in clause 9, both parties shall indemnify each other in full, from and against any costs, charges, damages, expenses or losses which either may cause or have caused the other, as a result of its breach of any applicable Data Protection Legislation or of the provisions of these Conditions.

10. Allocation of Cost

10.1. Except as expressly set out in herein, each party shall perform its obligations under this Joint Controller Schedule at its own cost.

11. Effect of Termination

11.1. Both parties’ obligations under this Joint Controller Schedule shall survive the termination or expiry of the Agreement.

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Appendix 1

Processing Details

1. Agreed purposes

The parties agree that they are Joint Controllers of any Shared Data processed by either of the parties for all of the following Agreed Purposes and any other purposes relating to these Agreed Purposes:

  • Enabling sponsor staff to access the MTW site, create an account for the Student and allow bookings between sponsor staff and Tutors;
  • Facilitating matching between Students and Tutors;
  • Providing consistent, quality online tuition to Students;
  • Enabling Students and sponsor staff to communicate with other users, and receive updates from MTW about the Student’s account;
  • Providing video recordings of the tutorials to the Student for recall and safeguarding reasons;
  • Enabling payments;
  • Providing technical and personnel support to Students, sponsor staff and Tutors;
  • Sharing feedback and resources between sponsor staff and Tutors; and
  • Maintaining quality of service, error detecting and being up-to-date with cyber security.

2. The Shared Data

  • Email addresses of teachers, Tutors, Students and parents/guardians.
  • Student profile details including at least some of the following: first name, surname, name of school, year group, current grade, target grade, exam board, areas for development, date and time of sessions and Special Category Data around disabilities or special requirements.
  • Student-specific feedback provided by Tutors.
  • Video Recordings of tutorials.
  • Tutor profile information including CVs and bios.
  • Messages exchanged between Students and Tutors or Sponsor staff and Tutors.
  • Financial information of the Sponsor including payment history and payment card details.
  • MyTutor staff information e.g. for CRM or technical support.

3. Categories of Data Subject

  • School staff
  • Student
  • Parent/guardians
  • Tutor
  • MyTutor staff

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We keep our statement under regular review. This B2B Client Terms was last updated on 21st September 2020.

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