Ember Learning Ltd (trading as Ember Tutors) — Service Agreement between Ember Learning Ltd (t/a Ember Tutors) and the Commissioning Local Authority or Multi-Academy Trust.
Parties
This Service Agreement ('Agreement') is entered into between:
- Ember Learning Ltd, a company incorporated in England and Wales, registered in England and Wales, company number 17131451, whose registered office is at 52a Spring Grove Road, Hounslow, London, United Kingdom, TW3 4BN, trading as Ember Tutors ('the Provider'); and
- The commissioning Local Authority or Multi-Academy Trust whose details are set out in the Order Form agreed between the Parties ('the Commissioner').
The Provider and the Commissioner are each a 'Party' and together 'the Parties'. This Agreement governs the provision of tutoring services to students referred by the Commissioner and is to be read alongside the Data Processing Agreement (ET-DPA-001) which is incorporated into and forms part of this Agreement.
1. Definitions
In this Agreement, unless the context otherwise requires:
'Alternative Provision' means educational provision arranged by the Commissioner under Section 19 of the Education Act 1996 or the Children and Families Act 2014 for students who are unable to attend their registered school for any reason.
'Commissioning Period' means the period specified in the Order Form, or until earlier termination in accordance with this Agreement.
'DPA' means the Data Processing Agreement (ET-DPA-001) between the Parties, supplemental to this Agreement.
'Order Form' means the schedule or referral form agreed in writing by both Parties setting out the specific services, student details, fees, and Commissioning Period for a particular engagement.
'Platform' means the dedicated online learning platform used by the Provider to deliver Sessions.
'Student' means a secondary-aged learner (aged 11 to 16) referred by the Commissioner for tutoring under this Agreement.
'Session' means a scheduled online small group tutoring session in mathematics or English delivered via the Platform.
'Tutor Associate' means a self-employed individual engaged by the Provider to deliver Sessions.
'Working Day' means any day other than a Saturday, Sunday, or bank holiday in England and Wales.
2. Services
2.1 The Provider shall deliver online small group tutoring in mathematics and/or English to Students referred by the Commissioner ('the Services'), as specified in the Order Form.
2.2 Sessions shall be delivered via the Platform to groups of no more than 3 Students, unless otherwise agreed in writing by the Parties.
2.3 The Provider shall deliver the Services in accordance with its Session Delivery Standards (set out in Schedule 1 to this Agreement), its Child Protection and Safeguarding Policy (aligned to Keeping Children Safe in Education 2025), and all applicable legal and regulatory requirements, including the non-statutory guidance on Alternative Provision.
2.4 The Provider does not hold registration as an independent school and does not operate as a pupil referral unit. The Services constitute non-statutory alternative provision commissioned by the Commissioner and do not replace the Commissioner's obligations under Section 19 of the Education Act 1996 or the Children and Families Act 2014.
2.5 The Provider reserves the right to make reasonable amendments to its delivery approach, staffing, or platform configuration, provided such changes do not materially adversely affect the quality of the Services. The Provider will give the Commissioner reasonable notice of any such changes.
3. Referral and Onboarding Process
3.1 The Commissioner may refer Students for tutoring by completing and submitting an Order Form to the Provider. No Student shall receive tutoring until an Order Form has been agreed in writing by both Parties.
3.2 The Order Form shall include, as a minimum: the Student's full name, year group, subject(s) required, proposed session frequency, Commissioning Period, and the name and contact details of the Commissioner's nominated safeguarding contact.
3.3 The Provider shall confirm acceptance of each referral within five (5) Working Days of receipt of a completed Order Form. Where the Provider is unable to accept a referral (for example, due to capacity), it shall notify the Commissioner promptly in writing.
3.4 Prior to commencement of Sessions, the Provider shall arrange onboarding for each referred Student, which shall include: Platform orientation, communication of session expectations, and provision of contact information for the Provider's Designated Safeguarding Lead.
3.5 The Provider shall maintain a register of all referred Students and associated session records.
4. Parental Consent
4.1 The Commissioner is the Data Controller in respect of the Students' personal data (as further described in the DPA). Accordingly, the Commissioner confirms that, prior to referring any Student to the Provider, it has:
- Obtained all necessary parental or carer consents (or, where appropriate, consent from the Student themselves) for the Student's participation in online tutoring sessions delivered by the Provider
- Obtained all necessary consents for the recording of Sessions for safeguarding purposes, as described in Clause 11 and the Session Recording Policy
- Provided parents or carers with sufficient information about the nature of the Services, the Platform, and the Provider's safeguarding arrangements to enable an informed consent decision
4.2 The Commissioner shall retain evidence of all consents obtained and shall provide copies to the Provider on request.
4.3 If consent is withdrawn in respect of any Student, the Commissioner shall notify the Provider immediately, and the Provider shall cease delivery of Sessions to that Student as soon as practicable and in any event within one (1) Working Day.
5. Session Delivery Standards
5.1 The Provider shall ensure that all Sessions are delivered to the following standards:
- Sessions commence and conclude on time. If a Tutor Associate is unable to deliver a Session due to absence or technical failure, the Provider shall notify the Commissioner's nominated contact and the relevant Students' school (where applicable) as soon as practicable, and shall arrange a replacement session at no additional cost to the Commissioner within a reasonable timeframe
- All Tutor Associates delivering Sessions hold a current enhanced Disclosure and Barring Service (DBS) check with barred list check, completed prior to their first session
- All Tutor Associates have completed mandatory safeguarding training appropriate to their role, including awareness of the Provider's Child Protection and Safeguarding Policy and online safety responsibilities, prior to delivering any Session
- Sessions are delivered via the Platform in accordance with the Provider's Online Safety Policy
- Sessions are conducted in a professional manner consistent with the Provider's Code of Conduct for Tutor Associates
5.2 The Provider shall provide the Commissioner with written session reports on a half-termly basis, summarising: attendance data, engagement observations, and any concerns raised. Reports shall be sent to the Commissioner's nominated contact.
6. Attendance and Non-Attendance
6.1 The Provider shall maintain accurate records of Student attendance at each Session.
6.2 If a Student fails to attend a scheduled Session without prior notification, the Provider shall:
- Record the absence and attempt to make contact with the Commissioner's nominated safeguarding contact within 30 minutes of the scheduled start time of the Session
- In the event of persistent unexplained non-attendance (three or more consecutive absences), notify the Commissioner's Designated Safeguarding Lead in writing as soon as practicable
6.3 The Provider is not responsible for securing the attendance of Students at Sessions. Responsibility for ensuring that referred Students are available and supported to attend rests with the Commissioner.
6.4 Sessions missed by a Student due to the Student's absence or the Commissioner's action or failure to act shall not be refunded, unless agreed otherwise in writing by the Parties.
7. Platform Access and Acceptable Use
7.1 The Provider shall provide the Commissioner's nominated contacts with access to the Platform for the purposes of session observation (where applicable) and administrative oversight.
7.2 The Commissioner's staff and Students shall use the Platform only for the purposes described in this Agreement and shall not:
- Attempt to record, download, screenshot, or copy any Session or Session Recording without the prior written consent of the Provider
- Share Platform access credentials with any third party
- Use the Platform in a way that is unlawful, offensive, or contrary to the Provider's Online Safety Policy
7.3 The Provider shall notify the Commissioner of any Platform maintenance periods that may affect Session delivery, giving at least 48 hours' notice where practicable.
7.4 The Provider does not guarantee uninterrupted Platform availability and shall not be liable for disruption caused by circumstances outside its reasonable control, including third-party technical failures. In the event of Platform unavailability preventing delivery of a scheduled Session, the Provider shall arrange a replacement session at no additional cost.
8. Safeguarding Responsibilities
8.1 Both Parties recognise that safeguarding and promoting the welfare of children is the shared responsibility of all organisations working with children, and both Parties commit to fulfilling their respective safeguarding obligations.
8.2 Provider's Safeguarding Responsibilities
The Provider shall:
- Maintain and implement a Child Protection and Safeguarding Policy aligned to Keeping Children Safe in Education (DfE, 2025 and subsequent editions)
- Designate a Designated Safeguarding Lead ('DSL'). The current DSL is Jack Bradley. The Provider shall notify the Commissioner promptly if the DSL changes
- Ensure that any safeguarding concern arising during a Session is reported promptly to the DSL and, where appropriate, to the relevant statutory authority (children's social care or the police)
- Where a concern involves a Student, notify the Commissioner's Designated Safeguarding Lead as soon as practicable and in any event within 24 hours of the concern being identified
- Where a concern involves a member of the Provider's staff or a Tutor Associate, follow the Provider's LADO (Local Authority Designated Officer) referral procedure and notify the Commissioner
- Maintain Session Recordings for safeguarding purposes in accordance with the DPA and the Session Recording Policy
8.3 Commissioner's Safeguarding Responsibilities
The Commissioner shall:
- Designate a named safeguarding contact for the purposes of this Agreement and provide their name and contact details to the Provider at the point of referral
- Notify the Provider promptly of any safeguarding concerns relating to a referred Student of which the Commissioner becomes aware and which may be relevant to the Student's participation in Sessions
- Cooperate fully with the Provider in any safeguarding investigation or referral involving a referred Student
- Maintain responsibility for the overall safeguarding of referred Students, including ensuring that appropriate Educational Health and Care Plans (where applicable) and support arrangements are in place
8.4 Nothing in this Agreement limits or removes either Party's independent safeguarding obligations under applicable legislation and statutory guidance.
9. Cancellation and Notice Periods
9.1 Either Party may terminate this Agreement on not less than four (4) weeks' written notice to the other Party. Individual student referrals may be cancelled on five (5) working days' written notice.
9.2 The Commissioner may cancel an individual Student referral at any time by written notice to the Provider. Cancellation of an individual referral does not affect the Agreement as a whole.
9.3 If the Commissioner cancels a Student referral with less than five (5) working days' notice, the Commissioner shall be liable for any sessions already delivered in that notice period at the applicable session rate. No cancellation fee applies where the full notice period is observed.
9.4 The Provider may suspend or withdraw a Student from Sessions on written notice to the Commissioner where: the Student's conduct poses a risk to the safety or welfare of other Students or Tutor Associates; a safeguarding concern requires it; or repeated non-attendance makes continued provision unviable. The Provider shall notify the Commissioner as soon as practicable in any such case.
10. Fees and Payment
Fees are set at £500 per student per week, covering 10 hours of tuition: 1 hour Maths and 1 hour English per day, five days per week. Fees are quoted in GBP. No arrangement or onboarding fee applies. Ember Learning Ltd is not currently VAT registered. Fees are subject to annual review with a minimum of 30 days' written notice of any change.
10.1 The Provider shall issue invoices to the Commissioner on a monthly in arrears basis, detailing the Sessions delivered and the fees due.
10.2 Payment shall be made by the Commissioner within 30 days from the date of invoice. Payment shall be made by BACS transfer to the Provider's nominated bank account.
10.3 If payment is not received within the period specified in Clause 10.2, the Provider reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
10.4 All fees are stated exclusive of VAT (if applicable). VAT shall be charged at the prevailing rate where applicable.
10.5 The Provider shall not increase its fees during a Commissioning Period without giving the Commissioner not less than 60 days' written notice.
11. Session Recordings
11.1 The Provider records all Sessions for safeguarding purposes only. Session Recordings are retained and managed in accordance with the DPA, the Provider's Session Recording Policy, and the limitations set out in Clause 8 of this Agreement.
11.2 Session Recordings are not used for quality assurance, training, marketing, or any other purpose without the prior written agreement of the Commissioner.
11.3 The Commissioner's confirmed consent to session recording (including confirmation that parental consent has been obtained) is a condition of referring Students to the Provider.
12. Data Protection
12.1 Both Parties shall comply with their respective obligations under Applicable Data Protection Law (as defined in the DPA) in connection with this Agreement.
12.2 The DPA (ET-DPA-001) governs the processing of Students' personal data by the Provider on behalf of the Commissioner and is incorporated into this Agreement by reference.
12.3 In the event of any inconsistency between this Agreement and the DPA in relation to data protection matters, the DPA shall prevail.
13. Liability
13.1 Nothing in this Agreement limits or excludes either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability which cannot be limited or excluded by law.
13.2 Subject to Clause 13.1, the Provider's total liability to the Commissioner in any 12-month period, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable under this Agreement in the 12 months preceding the event giving rise to the claim.
13.3 The Provider shall not be liable for: any indirect, consequential, or economic losses; loss of profit or business; or any failure to deliver caused by circumstances outside its reasonable control (force majeure), including but not limited to acts of God, pandemic, government action, or failure of third-party services beyond the Provider's control.
13.4 The Commissioner shall not be liable to the Provider for any indirect or consequential loss.
13.5 The Provider maintains appropriate professional indemnity insurance and public liability insurance, details of which are available on request.
14. Termination
14.1 Either Party may terminate this Agreement immediately on written notice if the other Party:
- Commits a material breach of this Agreement that is incapable of remedy
- Commits a material breach of this Agreement that is capable of remedy but fails to remedy it within 14 Working Days of written notice requiring it to do so
- Enters into administration, receivership, liquidation, or any analogous insolvency process
14.2 The Provider may terminate this Agreement immediately on written notice to the Commissioner if:
- A safeguarding concern arises that makes continued provision unsafe or inappropriate
- The Commissioner fails to comply with its obligations in respect of parental consent, as set out in Clause 4
14.3 On termination of this Agreement, the Commissioner shall pay all outstanding fees for Sessions delivered up to the date of termination. Termination shall not affect any accrued rights or obligations of either Party.
14.4 The obligations in Clauses 4, 8, 11, 12, and 13 shall survive termination.
15. Governing Law and Dispute Resolution
15.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
15.2 The Parties shall attempt to resolve any dispute arising under this Agreement through good faith negotiation. If a dispute cannot be resolved by negotiation within 20 Working Days of one Party notifying the other in writing, either Party may escalate to the Complaints Procedure (ET-CP-001).
15.3 If a dispute cannot be resolved through the Complaints Procedure, the Parties agree to attempt mediation before commencing formal legal proceedings.
15.4 The courts of England and Wales shall have exclusive jurisdiction over any dispute not resolved by the above means.
16. General Provisions
16.1 Entire Agreement. This Agreement and the DPA constitute the entire agreement between the Parties relating to its subject matter and supersede all prior agreements, representations, or understandings between the Parties, whether written or oral.
16.2 Variation. No variation to this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.
16.3 Waiver. Failure by either Party to exercise or enforce any right under this Agreement shall not constitute a waiver of that right.
16.4 Severance. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be severed from the Agreement and the remainder shall continue in full force and effect.
16.5 Third Party Rights. Nothing in this Agreement confers any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
16.6 Notices. All notices under this Agreement shall be in writing and delivered by email with delivery receipt, or by first class post, to the addresses agreed by the Parties in the Order Form.
17. Execution
The Parties have entered into this Agreement as of the date specified in the Order Form.
Schedule 1 — Session Delivery Standards
The following standards apply to all Sessions delivered by the Provider under this Agreement.
S1.1 Session Format
- Sessions are delivered online via the Platform to small groups of secondary-aged students (11–16)
- Sessions are 50–60 minutes in duration unless otherwise agreed in the Order Form
- Each Session is led by one Tutor Associate, who is responsible for delivering the planned learning and managing student conduct during the Session
- Sessions follow a structured lesson plan aligned to the relevant subject curriculum
S1.2 Tutor Associate Standards
- All Tutor Associates hold a current enhanced DBS check with barred list check before commencing any Session
- All Tutor Associates have completed safeguarding training approved by the Provider before commencing any Session
- Tutor Associates conduct Sessions from a professional setting with a neutral background
- No third parties shall be present in the Tutor Associate's location during a Session without prior notification to the Provider
S1.3 Conduct During Sessions
- Tutor Associates shall address students respectfully and maintain professional boundaries at all times
- Any safeguarding concern identified during a Session shall be reported to the DSL immediately following the Session and no later than one hour after the Session ends
- Tutor Associates shall not communicate with Students outside of the Platform or the Session environment
- All Sessions are recorded. Recordings are retained for safeguarding purposes only in accordance with the Session Recording Policy and DPA
S1.4 Technical Requirements
- The Provider is responsible for maintaining Platform availability and technical infrastructure
- The Commissioner is responsible for ensuring that referred Students have access to a suitable device, stable internet connection, and a private space in which to attend Sessions
- In the event of a technical failure causing a Session to be abandoned, the Provider shall arrange a replacement session