Tutor Associate Agreement

Ember Learning Ltd (trading as Ember Tutors) — Self-Employed Contractor Agreement between Ember Learning Ltd (t/a Ember Tutors) and the Associate.

Parties

This Tutor Associate Agreement ('Agreement') is entered into between:

1. 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 Company'); and
2. The individual named in Schedule 1 to this Agreement ('the Associate').

IMPORTANT NOTICE: This Agreement is entered into by the parties on the basis that the Associate is an independent self-employed contractor and not an employee or worker of the Company. The Associate is responsible for their own tax and National Insurance obligations. Nothing in this Agreement or in the arrangements it governs shall be construed as creating a relationship of employment, agency, or partnership. If at any time the Associate believes the working arrangements described in this Agreement do not reflect reality, they should raise this with the Company immediately.

1. Self-Employed Status

1.1 The Associate is engaged by the Company as an independent self-employed contractor. The Associate has the right to work for other clients and is not obliged to offer their services exclusively to the Company, provided that doing so does not give rise to a conflict of interest or breach of confidentiality under this Agreement.

1.2 The Associate is responsible for accounting for and paying their own income tax, National Insurance contributions, and any other applicable taxes and levies arising from fees received under this Agreement.

1.3 The Associate is not entitled to any employment benefits including (but not limited to) holiday pay, sick pay, pension contributions, or notice pay under employment legislation.

1.4 Self-employed status does not reduce, remove, or limit the Associate's safeguarding obligations. The Associate's obligation to protect the welfare of children is absolute and applies regardless of employment status.

1.5 The Company reserves the right to engage other associates and is not obliged to offer the Associate any minimum volume of work.

2. Scope of Services

2.1 Subject to the terms of this Agreement, the Company may invite the Associate to deliver online small group tutoring sessions in mathematics and/or English to secondary-aged students (aged 11 to 16) ('Sessions'). The Associate is not obliged to accept any particular Session invitation, subject to Clause 2.3.

2.2 Sessions shall be delivered via the Company's designated online learning platform ('the Platform'). The Associate shall not deliver any Session through any other channel without the prior written consent of the Company.

2.3 If the Associate accepts a Session invitation, they are committed to delivering that Session. Where an Associate is unable to deliver an accepted Session due to illness or an unavoidable emergency, they must notify the Company as soon as possible and in any event no less than four (4) hours before the scheduled start time of the Session, except in cases of genuine emergency. Repeated failure to deliver accepted Sessions without good cause may result in termination of this Agreement.

2.4 Sessions shall be delivered in groups of no more than 3 students, unless the Company specifies otherwise in writing for a particular session.

2.5 Sessions are typically 50–60 minutes in duration. The Company will confirm session details (subject, date, time, and group) when issuing each Session invitation.

3. Pre-Commencement Requirements

3.1 The Associate shall not deliver any Session or access any personal data relating to Students until all of the following requirements have been satisfied and confirmed in writing by the Company:

• An enhanced Disclosure and Barring Service (DBS) check with barred list check has been completed and the Company has received a satisfactory DBS certificate or confirmed the result through the DBS Update Service — see Clause 4
• Two satisfactory references have been received and reviewed by the Company in accordance with the Company's Safer Recruitment Process — see Clause 4
• Identity has been verified by the Company in accordance with Clause 4
• The Associate has completed the mandatory safeguarding training specified in Clause 5
• The Associate has read, understood, and signed this Agreement, including Schedule 2 (Confidentiality and Data Handling Undertaking)
• The Associate has completed the Company's pre-start onboarding process, including Platform orientation

3.2 The Company's pre-start checklist must be completed and signed off by the Company's Director or designated representative before the Associate delivers any Session. The Associate acknowledges that no fee is payable for any Session delivered before all pre-commencement requirements are met, and that delivering a Session before these requirements are satisfied may constitute a breach of this Agreement.

4. Safer Recruitment Requirements

4.1 Enhanced DBS Check. Before commencing any work with children under this Agreement, the Associate must complete an enhanced Disclosure and Barring Service check with barred list check. The check must be applied for through the Company or through a Registered Body approved by the Company. The Associate must not deliver any Session until the Company has confirmed in writing that a satisfactory DBS result has been received.

4.2 If the Associate is registered with the DBS Update Service, the Company will conduct an online status check in lieu of a new DBS application, subject to the original certificate having been issued at the enhanced level with barred list check. The Company reserves the right to require a new DBS application where it considers this appropriate.

4.3 References. The Company requires two references from the Associate before commencement. At least one reference must be from the most recent employer or engagement involving work with children, where this is applicable and available. The Company reserves the right to contact referees directly to verify the content of references.

4.4 Identity Verification. The Associate must provide original proof of identity and right to work in the United Kingdom before commencing any Session. Acceptable documents are listed in the pre-start checklist provided by the Company.

4.5 Employment History. The Associate must provide details of their employment or self-employment history for the previous five years. Any gaps in employment history must be explained in writing to the Company's satisfaction before commencement.

4.6 Ongoing Disclosure Obligation. The Associate must notify the Company immediately (and in any event within 24 hours of becoming aware) of any:

• Caution, charge, conviction, or pending prosecution (including any matter that would be required to be disclosed on a DBS certificate)
• Referral to, or investigation by, the DBS, the Teaching Regulation Agency, or any other regulatory or statutory body
• Conduct that may give rise to a safeguarding concern or that may affect the Associate's suitability to work with children

4.7 Failure to disclose as required by Clause 4.6 shall constitute an immediate ground for termination of this Agreement and may be referred to statutory authorities.

5. Safeguarding and Child Protection

5.1 Mandatory Training. Before delivering any Session, the Associate must complete the following mandatory safeguarding training:

• The Company's approved online safeguarding awareness training course (covering recognition and reporting of child abuse and neglect, online safety, and the Company's safeguarding procedures)
• Any additional training specified by the Company in writing as a condition of engagement

Training must be renewed annually or at such shorter intervals as specified by the Company. The Associate must provide evidence of completion to the Company's satisfaction.

5.2 Reporting Obligations. If during the course of a Session or otherwise in connection with work under this Agreement, the Associate identifies or suspects a safeguarding concern in relation to any Student or other child, the Associate MUST:

• Use the safeguarding concern reporting feature on the Platform to log the concern immediately following the Session, and in any event within one hour of the Session ending
• Contact the Company's Designated Safeguarding Lead (Jack Bradley) directly by telephone or, if unavailable, the Deputy DSL (Mahesh De Zoysa), as soon as practicable and without delay
• NOT investigate the concern or take any action to contact the Student's family without authorisation from the DSL
• NOT disclose information about the concern to any third party (including the Student's parents or carers) without authorisation from the DSL

5.3 Role of the DSL. The Company's Designated Safeguarding Lead is responsible for managing safeguarding concerns arising from Sessions. Contact details for the DSL are set out in Schedule 1. The DSL may be changed from time to time and the Associate will be notified in writing.

5.4 Allegations Against Staff. If an allegation of abuse, harm, or inappropriate conduct is made against the Associate, the Company will follow its LADO (Local Authority Designated Officer) referral procedure. The Associate accepts that the Company may be required to share information about them with statutory authorities and agrees to cooperate fully with any investigation.

5.5 The Associate's safeguarding obligations under this Clause 5 apply regardless of whether the Associate considers the concern to be minor or inconclusive. When in doubt, the Associate must report.

6. Conduct Standards During Sessions

6.1 During all Sessions, the Associate shall:

• Conduct themselves in a professional, respectful, and appropriate manner at all times
• Deliver Sessions from a professional setting with a neutral background, free from distractions and third parties
• Dress and present themselves appropriately for a professional educational context
• Use language that is suitable for the age group and consistent with professional educational standards
• Not communicate with Students outside of the Platform or the Session environment, including through social media, messaging applications, or any other channel
• Not give Students, parents, or carers personal contact information (telephone number, personal email, social media accounts, or home address)
• Maintain appropriate professional boundaries at all times, consistent with safer working practice guidance

6.2 The Associate shall not, during any Session:

• Record, download, screenshot, or copy any element of the Session or Session Recording without the prior written consent of the Company's DSL
• Have any third party present in their location, or visible or audible to Students, without the Company's prior written consent
• Consume alcohol or substances before or during a Session
• Make comments that could be construed as discriminatory, offensive, or inappropriate to Students

6.3 The Associate shall notify the Company immediately if they become aware that any Student is experiencing distress, appears unwell, discloses personal information that raises concern, or behaves in a manner that raises a safeguarding question.

7. Confidentiality

7.1 The Associate shall keep strictly confidential all information about Students, their schools, families, or personal circumstances that comes to the Associate's attention in the course of work under this Agreement.

7.2 The Associate shall keep confidential all information relating to the Company's business operations, commissioning arrangements, financial terms, client relationships, and internal procedures.

7.3 The Associate's duty of confidentiality under this Clause 7 shall continue to apply following termination of this Agreement without limit in time.

7.4 Nothing in this Clause 7 shall prevent the Associate from disclosing information: (a) that is required by law to be disclosed; (b) to a safeguarding authority in accordance with Clause 5; or (c) that is already in the public domain through no breach of this Agreement.

7.5 The Associate shall promptly report to the Company any actual or suspected breach of confidentiality of which they become aware.

8. Data Protection and Handling of Student Data

8.1 In the course of work under this Agreement, the Associate will access certain personal data relating to Students (principally student names, year groups, and session attendance information). The Associate acknowledges that this data is personal data within the meaning of the UK GDPR.

8.2 The Associate shall process Student personal data only for the purpose of delivering Sessions under this Agreement and strictly in accordance with the Company's instructions and Data Protection Policy.

8.3 Session Recordings — Strict Prohibition. The Associate acknowledges that all Sessions are recorded by the Company for safeguarding purposes. The Associate expressly agrees that:

• The Associate shall not make any independent recording of any Session, by any means, including via third-party screen recording software, external recording devices, or phone
• The Associate shall not download, save, copy, share, or retain any Session Recording or any element thereof
• Session Recordings are the property of the Company and are accessible only to the Company's DSL and Deputy DSL
• Any accidental or suspected access to Session Recordings by an unauthorised person must be reported to the Company's DSL immediately

8.4 The Associate shall not retain any Student personal data beyond what is necessary for the immediate purposes of a Session. No Student personal data shall be stored on the Associate's personal device, transferred to personal email accounts, or shared with any third party.

8.5 The Associate shall report any actual or suspected data breach involving Student personal data to the Company's DSL immediately and in any event within one hour of becoming aware.

8.6 The Associate must complete data protection awareness training as part of the pre-commencement requirements under Clause 3.

9. Intellectual Property

9.1 Any lesson plans, materials, resources, or content created by the Associate specifically for delivery as part of the Services under this Agreement ('Works') shall be owned by the Company from the point of creation.

9.2 The Associate hereby assigns to the Company with full title guarantee all intellectual property rights (including copyright) in any such Works, and agrees to execute any further documents reasonably required to give effect to this assignment.

9.3 The Associate may retain general pedagogical knowledge, skills, and experience gained in connection with this Agreement. Nothing in this Clause prevents the Associate from using teaching approaches and methods (as distinct from specific materials created for the Company) in other contexts.

Clause 9.1 applies to all materials created specifically for Sessions delivered under this Agreement, including any materials created using Company resources, templates, or content libraries. Materials owned by the Associate prior to the commencement of this Agreement, and not created or substantially adapted for Ember Tutors Sessions, remain the property of the Associate.

10. Insurance

10.1 The Associate is responsible for obtaining and maintaining appropriate professional indemnity insurance and public liability insurance at their own cost. The Company may request evidence of insurance cover at any time and the Associate shall provide such evidence on request.

A minimum of £1,000,000 professional indemnity insurance and £2,000,000 public liability insurance.

11. Fees

The fee payable to the Associate is to be agreed and specified in the Schedule to this Agreement. The Associate shall submit invoices to Ember Learning Ltd monthly in arrears. Payment shall be made within 30 days of receipt of a valid invoice. The Associate is responsible for their own tax and National Insurance obligations. VAT will be payable in addition if the Associate is VAT registered.

12. Termination

12.1 Either Party may terminate this Agreement by giving not less than two weeks' written notice to the other Party.

12.2 The Company may terminate this Agreement immediately, without notice, if the Associate:

• Is barred from working with children by the DBS
• Is charged with or convicted of a criminal offence involving dishonesty, violence, or harm to children or vulnerable adults
• Breaches their safeguarding obligations under Clause 5
• Commits a serious breach of the confidentiality or data handling obligations under Clauses 7 or 8
• Delivers a Session in breach of Clause 3.1 (prior to satisfying pre-commencement requirements)
• Engages in conduct during a Session that poses a risk to Students or brings the Company into disrepute
• Provides false or misleading information in connection with the safer recruitment process

12.3 On termination, the Associate shall immediately: cease all access to the Platform; return to the Company any materials or resources provided by the Company; and delete any Student personal data in their possession.

12.4 Clauses 5 (Safeguarding), 7 (Confidentiality), 8 (Data Protection), and 9 (Intellectual Property) shall survive termination of this Agreement.

13. Governing Law

13.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising from this Agreement.

14. Execution

By signing below, the Associate confirms that they have read, understood, and agree to be bound by the terms of this Agreement and Schedule 2 (Confidentiality and Data Handling Undertaking).

Schedule 1 — Party Details and Key Contacts

Schedule 2 — Confidentiality and Data Handling Undertaking

I, [Associate Name], confirm that I have read and understood the following obligations and agree to comply with them for the duration of my engagement with Ember Learning Ltd and indefinitely following its termination:

1. I will keep strictly confidential all information relating to Students, their families, and personal circumstances that I encounter in the course of my work.
2. I will not make any independent recording of any Session delivered via the Platform, by any means.
3. I will not download, save, copy, share, or retain any Session Recording.
4. I will not store Student personal data on personal devices or transfer it to personal email accounts.
5. I will report any safeguarding concern arising from a Session to the Company's DSL immediately and use the Platform safeguarding reporting feature.
6. I will report any actual or suspected data breach involving Student data to the Company's DSL immediately.
7. I understand that breach of these obligations may result in immediate termination of my engagement and may be referred to the police, the DBS, or other statutory authorities.