PM Contract 2017

Please carefully read the contract below, and complete the form immediately below the contract to indicate your understanding and acceptance of the terms.

1    Definitions

“Cancellation Notice” shall mean a notice to cancel “Services”, and Cancellation Notices will be made by email or telephone to the Company.

“Company” shall mean Immerse Education Limited, a company registered under number 081574764 with registered offices at 16 Copse Wood Way, Northwood, HA6 2UE.

“Capacity”:  as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

“Fee” shall mean the amount payable by the Company to the Programme Manager for the Services which is calculated by reference to the Weekly Rate.

“Weekly Rate” shall mean the amount due to the Programme Manager for each week of Services provided, as confirmed by the Company by email at the start of each programme.

“Invoice” shall mean the invoice to be provided by the Programme Manager to the Company, as detailed under clause 4 below, which shall always be in the specific form provided to the Programme Manager by the Company.

“Restricted Business”:  the business of providing educational pre-university holiday programmes to students aged between 14 and 18 in the cities of Oxford and Cambridge

“Restricted Customer”:  any student, parent of student or educational institute (whether a school, sixth form college or otherwise) who, between the commencement and end of this agreement (howsoever caused), was a customer or prospective customer of or in the habit of dealing with the Company with whom the Programme Manager had contact (or about whom he became aware or informed) in the course of providing his Services.

“Restricted Person”:  anyone employed or engaged by the Company who could materially damage the interests of the Company if they were involved in any Capacity in any business concern which competes with any Restricted Business and with whom the Programme Manager dealt with in the course of provision of Services under this agreement.

“Services” shall mean the functions provided by the Programme Manager to the Company, as more closely set out in clause 2 below. The provision of Services are limited in duration from the commencement of this agreement to the last day of the following dates of summer schools:

9th July – 22nd July 2017

23rd July – 5th August 2017

6th August – 19th August 2017

“Student” shall mean the participant(s) of the Company’s educational programmes.

In this Agreement words denoting the singular include the plural meaning, and vice versa, and words denoting the masculine include the feminine.

2    Provision of Services

2.1   This is a Contract for Services. It is not a contract of employment.

2.2   The Programme Manager will not become an employee of Immerse Education Ltd and, save for those expressly provided for in this agreement, will not be eligible for any benefit.

2.3   The Programme Manager shall be entirely self-employed and nothing in this Agreement shall constitute an employer/employee relationship.

2.4   Immerse Education Ltd is under no obligation to provide any further same, similar or any paid work or unpaid work in the future.

3    Description of Services

3.1   In exchange for the Fee, the Programme Manager agrees from the date of acceptance of this Agreement until the termination hereof under clause 6 below to provide the Services to the Company’s educational programmes on such dates indicated on the form below.

3.2   It is understood that the Programme Manager shall have no obligation to provide the Services hereunder, nor shall the Company have any obligation to provide work for the Programme Manager.

3.3   It is agreed that the Programme Manager shall at all times perform the Services to the highest standard. In particular the Programme Manager shall make every effort to:

3.3.1   be punctual;

3.3.2   be presentable and dressed in an appropriate and respectable manner at all times;

3.3.3   be polite, diligent, and helpful;

3.3.4   do all the necessary preparation for each session, including the leading of a training day, the completion and editing of documentation (e.g. Risk Assessments, Staff Handbook), review of previous feedback and the recruitment of other staff

; and

3.3.5   conform to all other guidelines stated in the Staff Handbook

3.4   If for any reason the Programme Manager shall be delayed due to circumstances beyond his/her control, the Programme Manager agrees to contact the Company to let him/her know.

3.5   The Programme Manager must keep the Company informed of any issues or problems with each Student or Summer Mentor, as and when they develop.

3.6   The Programme Manager agrees to provide at least 60 days notice before terminating the contract.

3.7   The Programme Manager agrees, so far as is reasonable, to be in ready contact by email and telephone with the Company.

3.8   The Programme Manager agrees that once s/he has accepted a placement then the Programme Manager is committed to the specified times and dates.

3.9   The Programme Manager shall, at the request of the Company, provide any reports and/or information as to Students’ performance, Summer Mentors’ performance and his/her own.

3.10   The Programme Manager shall keep an up-to-date record and schedule of all hours worked.

3.11   The Programme Manager shall assist the Company to whatever extent reasonable and necessary in all administrative process, including but not limited to clearance with the Criminal Records Bureau and other necessary checks prescribed by law and/or governmental regulation and the Programme Manager accepts that this administrative process will be taken care of by the Company.

3.12   The Company agrees that the Programme Manager shall not be held responsible for chaperoning or caring for minors or guarding property whilst providing Services.

3.13   The Company agrees to treat the Programme Manager in a fair and respectable manner at all times

4    Payment of Fees and Cancellation Policy

4.1   For Weekly Placements, the Programme Manager shall be paid the Weekly Rate for each week of Services provided. For the avoidance of doubt, the Weekly Rate shall be agreed between the Programme Manager and the Company in advance.

4.2   At the end of each summer programme in which the Programme Manager has provided Services, the Programme Manager shall, where applicable, submit an Invoice to the Company for all Services rendered in that calendar month for the Company(s). Each Invoice shall detail the Services provided.

4.3   The Programme Manager shall be responsible for all travel expenses in connection with the Services.

4.4   The Programme Manager acknowledges that s/he is responsible for payment of all taxes, national insurance and social security contributions due in respect of payments to be made under this Agreement and that s/he shall fully indemnify and hold the Company and the Company harmless in this regard.

4.5   The Programme Manager acknowledges that s/he is in no way covered by the Company or the Company in any matter(s) of insurance and will take out, should s/he deem appropriate, his/her own insurance policy in respect of any personal and/or third party claims.

4.6   Interest shall be charged on any payment which is outstanding for more than 14 days. The Programme Manager shall be entitled to charge 1% per month compound interest on all outstanding sums from the due date until payment is received.

5    Programme Manager Warranties

5.1   The Programme Manager warrants that all information given to the Company (via the Company or otherwise) whether prior to or during the provision of the Services is true and accurate in all respects. The Programme Manager has represented that s/he is skilled to ‘mentor’ as per the Curriculum Vitae provided to the Company and the Company. Any breach of this clause shall entitle the Company to terminate the Programme Manager’s Services immediately.

6    Termination

6.1   Both parties appreciate the importance of a good personal understanding between the Programme Manager and the Company. Accordingly, if the Company is not happy with the Programme Manager the Company must notify the Programme Manager of its dissatisfaction in writing.

6.2   The Programme Manager hereby agrees that the Company may terminate this Agreement with immediate effect:

6.2.1   if the Programme Manager commits a serious or material breach of any of his or her obligations hereunder;

6.2.2   if the Programme Manager repeatedly commits minor breaches of obligations under this Agreement;

6.2.3   if the Programme Manager acts in such a way so as to discredit the Company; or

6.2.4   if the Programme Manager shall have been found guilty of any criminal offence (other than any offence not involving a custodial or suspended custodial sentence under the Road Traffic Act).

6.3   In the event of termination of this Agreement further to any of clauses 6.III above, the Programme Manager acknowledges that s/he will be liable for any costs or expenses directly or indirectly incurred, any liability or damages faced by the Company, and any action taken by the Company in this regard.

7    Confidential Information

7.1   The Programme Manager covenants and agrees at all times during and after his/her provision of the Services to keep secret and not disclose to others or appropriate to his/her own use or the use of others secret or confidential information or knowledge pertaining to the business affairs and operations of the Company (“Confidential Information”), including but not limited to trade know-how, trade secrets, information about other Programme Manager(s) engaged by the Company, information about any Company(s) and their family/ies, pricing policies, operational methods, marketing plans or strategies, future plans, and business acquisition and/or expansion plans. This clause is subject to the proviso, however, that any disclosure compelled by law or legal process does not constitute a breach or violation of this clause, and neither shall any information be deemed confidential or secret for purposes of this Agreement if it is generally known in the industry.

8       Post Termination Restrictions

8.1

In order to protect the Confidential Information and business connections of the Company to which he has access as a result of the Services, the Programme Manager covenants with the Company that he shall not:

(a) for 2 years after Termination, solicit or endeavour to entice away from the Company the business or custom of a Restricted Customer with a view to providing services to that Restricted Customer in competition with any Restricted Business;

(b) for 12 months after Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company any Restricted Person;

(c) for 12 months after Termination in the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement;

(d) for 3 years after Termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business;

(e) for 3 years after Termination, be involved with the provision of services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or

(f) at any time after Termination, represent himself as connected with the Company in any Capacity, other than as a former service provider, or use any registered names or trading names associated with the Company.

8.2

None of the restrictions in Clause 8.1 shall prevent the Programme Manager from:

(a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or

(b) being engaged or concerned in any business concern insofar as the Programme Managers duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business

 

8.3

The restrictions imposed on the Programme Manager by this Clause 8 apply to him acting:

(a) directly or indirectly; and

(b) on his own behalf or on behalf of, or in conjunction with, any firm, company or person.

8.4

If the Programme Manager receives an offer to be involved in a business concern in any Capacity during the Services, or before the expiry of the last of the covenants in this Clause 8, the Programme Manager shall give the person making the offer a copy of this Clause 8 and shall tell the Company the identity of that person as soon as possible after accepting the offer.

8.5

The Company and the Programme Manager entered into the restrictions in this Clause 2 having been separately legally advised.

8.6

Each of the restrictions in this Clause 8 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

 

8.7    Data Protection; The Company will use the information provided by the Programme Manager to deal with the administration of the Services. The Company may disclose the Programme Manager’s information for this purpose to other companies.

9    Indemnity

9.1   Notwithstanding each party’s general right to damages and that damages may not prove sufficient remedy in the event of breach by Programme Manager of clause 8 above, the Programme Manager specifically warrants and undertakes to indemnify the Company for any and all damage, loss, expenses or loss of business suffered by the Company as a direct consequence of breach of any clause hereof, including any legal costs and expenses associated with the recovery of such damages by the Company. These include any direct and indirect losses arising both from breach of contract and from any act committed by the Programme Manager during the provision of the Services.

10    Notices

10.1   Any notice under this Agreement may be given by email.

11   Assignments

11.1   This agreement is personal to the Parties and may not be assigned or sub-contracted to any third party.

12   Entire Agreement

12.1   This Agreement (and any documents referred to herein) contains the entire agreement of the Parties relating to the matters contained herein and supersedes all prior agreements and understandings, oral or written, between the Parties with respect to the subject matter hereof. Subject to the definition of “Weekly Rate” in clause 1 above, this Agreement may be changed only by an agreement in writing.

12.2   If any clause of this Agreement is or shall be held to be illegal or unenforceable in whole or in part under any enactment or rule of law such term or provision shall not form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected.

13   Governing Law and Jurisdiction

13.1   This Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts thereof

This agreement is between

(1) Immerse Education Ltd, a private limited company offering Programme Managering services and is registered at Companies House, number 081574764 and

(2.) The Programme Manager. The Programme Manager wishes to provide services, in consideration for the Fees received.

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