Standard terms and conditions for the supply of mentoring services by self-employed mentors

Oppidan Education Ltd and The Client

Updated April 2025

Between:

(1) Oppidan Education, a company incorporated in England and Wales (Company number: 09923084) having its registered office at 20 St James Street, London, W6 9RW (the "Company"); and

(2) The Parent/Guardian of the person for whom the mentoring is arranged (the "Client").

Background:

(A) The Client has a requirement for mentoring services. The Company sources and supplies the services of independent self-employed private mentors in order to work on assignments involving mentoring services for the Client.

(B) The Company agrees the supply the services of such independent mentors on the terms of this Agreement.

It is agreed as follows:

1. Definitions and interpretation

1.1 In this Agreement, unless the context otherwise requires, the following definitions shall apply:

"Agency Tax Legislation" means s44-47 and s688 of ITEPA and Regulations 2 and 5 of the Social Security (Categorisation of Earners) Regulations 1978.

"Agreement" means this agreement between the Company and the Client comprising the terms set out in this document and each MOU agreed subject to these terms.

"Assignment" means the Mentoring Services, either a single Session or as a course of Hourly Mentoring and/or Residential Mentoring booked by the Client, as set out and agreed in the MOU.

"Business Day" means any day (other than Saturday or Sunday) on which clearing banks are open for business in London.

"Client's Group" (where the client is a body corporate) means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client.

"Company's Group" means the Company, any body corporate of which the Company is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Company.

"Company Background IPR" means Intellectual Property Rights owned by or licensed to the Company prior to the relevant Start Date including any information the Company provides to the Company and/or the Mentor for the purposes of performing its obligations under this Agreement.

"Conduct Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended and updated from time to time.

"Conversion Fee" means 30% of remuneration payable to the Mentor during the first 12 months of the Engagement, or if the actual remuneration is not known, the annual remuneration is calculated as 10 times the hourly Fee (or pro-rated equivalent hourly rate if Fees are based on a period of more or less than an hour), subject to a minimum fee of £500.

"Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the Data Protection Act 2018 ("DPA"); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time; and the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the UK GDPR.

"Engagement" means the Client's or any Client Contact or Client Third Party Contact (as each term is defined in clause 6):

(a) engagement (direct or indirect) by way of employment or contract for services or otherwise of:

(i) the Mentor(s); or

(ii) the Supplier;

(b) making of any other arrangement for any of the persons in (a) (i) or (ii) above to provide services for the benefit of the Client or any Client Contact or Client Third Party Contact

and "Engages" shall be construed accordingly.

"Enhanced DBS Certificate" means an enhanced disclosure and barring service check and certificate.

"Fee" means the hourly/daily/weekly charge for the Mentoring Services as set out in the relevant MOU.

"Force Majeure" means an event which is beyond the reasonable control of the party affected and which has the effect that that party is prevented from performing its obligations under this Agreement including, but not limited to: acts of God, expropriation or confiscation of facilities, any form of Government intervention or action, war, hostilities, rebellion, terrorist activity, local or national emergency (including an emergency service to a hospital), sabotage or riots, and floods, fires, explosions or other catastrophe, global or national epidemics, pandemics, outbreak or other crisis. Force Majeure does not include:

(a) failure to adequately test any equipment supplied by a third party or other service component prior to installation, or any consequence of any such failure or;

(b) strikes or other industrial action; or

"Good Industry Practice" means the exercise of the skill, diligence, prudence, foresight and judgment which would reasonably be expected from a suitably skilled and experienced person engaged in the Mentoring Services of the same or similar type as the Mentoring Services.

"Hourly Mentoring" means Mentoring Services in the form of Sessions taught on an hourly basis at the Location where there is no agreement and/or expectation that the Mentor will need to remain available between two or more such mentoring Sessions.

"Inside IR35" means where the circumstances under which the Supplier will provide the Mentoring Services under the MOU are such that the requirements set out in sections 49 and 50 of the or s61M (1), s61O or s61P of the Off Payroll IR35 Legislation are satisfied.

"Intellectual Property Rights" or "IPR" means any patent, copyright (including copyright in software), decryption right, trade mark, service mark or trade name, right in software, right in design, utility model, right in databases (including the right to prevent the extraction or reutilisation of information from a database), topography right, image right, moral right, right in an invention, right relating to passing off, domain name and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the future in any country in the world.

"Introduction" means the passing to a person of information which identifies or relates to the Supplier and/or the Mentor(s) and the date of Introduction shall be the date on which such information is passed to such person and "Introduces" shall be construed accordingly.

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003 as amended and updated from time to time.

"Location" means the location where the Mentoring Services are to be performed and if they are to be delivered face to face or online as set out in the MOU.

"Loss" means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and legal costs incurred as a result of any pre-action inquiry or investigation, or defending or settling any assessments and/or claims); the term "Losses" shall be construed accordingly.

"Mentor Background IPR" means IPR owned by or licensed to the Supplier or Mentor prior to the Start Date.

“Mentoring Services” means the Session or series of Sessions to be delivered by the Mentor for the Client as set out in the relevant MOU.

"Mentor" means the individual and any substitute pursuant to clause 5 who is registered with the Company to provide Mentoring Services and who accepts an Assignment including an individual supplied by a Supplier. Where the Supplier of a Mentor is a personal service company reference to Mentor in this Agreement shall include where the context allows the individual operating via that personal service company;

"MOU" or ‘Memorandum of Understanding” means the details of an Assignment (relating to the types of information listed in Error! Reference source not found. to this Agreement) including any document and/or email or subsequent correspondence between the Company and the Client which sets out, confirms or clarifies the details of an Assignment.

"NICs Legislation" means the Social Security (Categorisation of Earners) Regulations 1978 and/or the Social Security (Categorisation of Earners) (Norther Ireland) Regulations 1978.

"Off Payroll IR35 Legislation" means the legislation known as the Off-Payroll Working Legislation, including under ITEPA Part 2 Chapter 8 (Application of Provisions to Workers Under Arrangements Made by Intermediaries) and, (Application of Provisions to Workers' Services Provided Through Intermediaries to Small Clients) or, as applicable, Part 2 Chapter 10 (Workers' Services Provided to Public Sector) and, (Workers' Services Provided Through Intermediary to Public Authority or Medium or Large Client); s688AA of ITEPA; and any regulations that may be implemented in accordance with the Off Payroll Working Legislation.

"Outside IR35" means where the circumstances under which the Supplier will provide the Mentoring Services under the MOU are such that the requirements set out in sections 49 and 50 of the IR35 Legislation are not satisfied.

"PSC Contractor" means a Mentor who controls and directs their own limited company through which they contract and offer their services on an independent business to business basis and references to "PSC" shall be construed accordingly.

"Residential Mentoring” means Mentoring Services in the form of a Session or series of Sessions for the Client at one or more Locations where the Mentor is required to remain available at the Mentoring Location between Sessions. For the avoidance of doubt, unless expressly stated otherwise in the MOU, it shall be assumed that there is no obligation for the Mentor to remain available between Sessions and the provisions for Hourly Mentoring rather than Residential Mentoring shall apply.

"Session" means any continuous period in which Mentoring Services are provided.

"Short Notice Cancellation Fee" has the meaning set out in clause 8.2.

"Sole Trader" means a Mentor with whom the Company directly contracts to provide Mentoring Services on a self-employed basis.

"Supplier(s)" means (where relevant) the intermediary as set out in the relevant MOU and including entities as defined in sections 49, and 51(1) to (5) or section 61N(;9), subsections (9) to (12) of ITEPA and any future updating reference, and including (without limitation) a company commonly known as a personal service company in which the Mentor has a material beneficial interest.

"Work Results" means any item of work carried out and delivered pursuant to this Agreement as part of or arising out of the Mentoring Services.

1.2 Each term starting with a capital letter and not defined in clause 1.1 or elsewhere in this Agreement is as defined in the MOU.

1.3 References to "Supplier" are only relevant if the Company engages the Mentoring Services of the Mentor via a contractual intermediary such as a PSC.

1.4 Reference to the Client shall, to the extent the context permits, be the person who is benefitting from the mentoring services

1.5 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after the date of this Agreement) under it from time to time.

1.6 Where the context permits, words denoting:

(a) persons shall include bodies corporate and unincorporated associations of persons;

(b) the singular include the plural and vice versa; and

1.7 These terms and conditions together with the MOU form the Agreement relating to relevant Mentoring Services (and shall be deemed to be accepted by the Client) as from the earlier of the date on which the Company first Introduces the services of a Supplier and/or Mentor(s) to the Client for those services or the Client first issuing a request for those services to the Company. In the event of any conflict or inconsistency between anyMOU and these terms and conditions the terms of the relevant MOU shall take precedence.

1.8 For the purposes of the Conduct Regulations the Company shall operate as an "employment business" in relation to the Mentor (except where any permanent placement results from the Company's introduction(s) to their client in which case the Company shall act as an employment agency). The Conduct Regulations only apply to work-finding services by an employment business where the worker works for and under the control of a hirer. The Mentor will not work under the control of any person and as such the services of the Company are not work-finding services for the purposes of the Conduct Regulations where the Mentor is self-employed. Nevertheless to the extent that the Regulations may be deemed to apply, which the Company does not accept, the Company shall operate as an employment business in relation to the Mentor (except where any permanent placement results from the Company's introduction(s) to their client in which case the Company shall act as an employment agency).

2. The Company's obligations

2.1 Subject to the provisions of clause 5 the Company will enter into a contract with the relevant Mentor(s) and/or Supplier (s) for the provision of the Mentoring Services on the terms set out in the relevant MOU.

2.2 The Company shall supply the Client (prior to the relevant Start Date) with confirmation of the following:

(a) the identity of the Mentor;

(b) that the Mentor has the experience, training, qualifications, valid safeguarding and any other authorisation which the Client states that it considers are necessary, or required by law or by any professional body, to perform the Mentoring Services; and

2.3 The Company will, by way of its contract with the Mentor(s) or Supplier(s), require the Mentor(s) or Supplier(s) to:

(a) supply the Mentoring Services in accordance with Good Industry Practice;

(b) work with the Client to agree the scope of work and to generally work towards helping to deliver the Client's aims and objectives;

(c) comply with all relevant Client regulations, policies and protocols as notified by the Client to the Company from time to time, including on health and safety and security insofar as such policies apply to independent contractors;

(d) make up any time either at the end of that Session, or before or after another Session if they are late to a Session. For the avoidance of doubt, if the Client is late, there will be no obligation to extend the duration of the Mentoring Services and any additional time will be charged in accordance with clause 4;

(e) use all reasonable endeavours to provide at least 48 hours' notice if they are incapacitated, unavailable or otherwise unwilling to provide the Mentoring Services. The Company shall use its reasonable endeavours to provide a suitable substitute or re-arrange the Assignment.

2.4 The Company will require the Mentor to confirm or (where Mentoring Services are delivered by a Supplier) the Supplier(s) to confirm that the Mentor:

(a) has valid and subsisting leave to enter and remain in the United Kingdom for the duration of the relevant Assignment; and

(b) is not (in relation to the leave in clause 2.4(a)) subject to any conditions which may preclude or have an adverse effect on the provision of the Mentoring Services.

2.5 Where the Mentor is required by law or any professional body to have certain qualifications or authorisations to provide Mentoring Services the Company will use reasonable endeavours to obtain and offer to provide you copies of such and if the Assignment involves providing services to or caring for or attending children or vulnerable persons the Company will use its reasonable endeavours to provide you with an Enhanced DBS Certificate and obtain and offer to provide copies of two references from persons who are not relatives of the Mentor.

2.6 If the Company is unable to obtain and provide any information referenced in clause 2.5 to the Client it shall provide any information it has been able to obtain and explain that it has taken all reasonably practicable steps to obtain and provide the information referenced in clause 2.5; and inform the Client of details of the steps it has taken in order to obtain and provide the information referenced in clause 2.5.

3. The Client's obligations

3.1 The Client warrants covenants and undertakes that it has given (or will, prior to the relevant Start Date, give) to the Company sufficient information in order for the Company properly to consider the suitability of the Mentor(s)/Supplier(s) to work on the Assignment in accordance with the MOU, including but not limited to:

(a) the identity of the Client and, if applicable, the nature of the Client's business;

(b) the commencement date on which the Client requires provision of the Mentoring Services to commence and, the duration or likely duration of provision of the Mentoring Services;

(c) details of the position which the Client seeks to fill, including the type of work a Mentor in that position would be required to do;

(d) details of the Location at which and the hours during which the Mentor would be required to work and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

(e) details of any expenses payable by or to the Mentor;

(f) details of the Assignment and Mentoring Services required;

(g) full details of the subject areas and academic courses for which the Mentor is required and, in particular, any special skills required of the Mentor; and

(h) any special experience, training, qualifications and any authorisations which the Client considers are necessary, or which are required by law or by any professional body for a Mentor to possess in order to provide the Mentoring Services.

3.2 The Client shall:

(a) allow the Mentor(s) and the Supplier(s) to determine how the Mentoring Services should be performed;

(b) not request a Mentor to undertake work outside the scope of the Assignment except as agreed in writing with the Company. For the avoidance of doubt, any proposed changes to the length or frequency of the Mentoring Services must be notified to the Company;

(c) if the Mentor brings, or threatens to bring, any claim under the Agency Workers Regulations 2010 take such action and give such information and assistance as the Company may request, and within any timeframe requested by the Company and at its own cost, to avoid, dispute, resist, mitigate, compromise or defend any such claim and to appeal against any judgment given in respect thereof;

(d) conduct a risk assessment study of the Client site, equipment and working conditions prior to any Mentor or Supplier commencing Mentoring Services and provide details of this to the Company upon request;

(e) notify the Company immediately if it is dissatisfied with the performance by the Supplier(s) or Mentor(s) of the Mentoring Services (in which case the provisions of clause 5 shall apply), and, for the avoidance of doubt, the Client has no authority to discipline any Mentor(s) or to terminate (other than by termination of the Assignment pursuant to this Agreement) the provision of the Mentoring Services via any Supplier(s) or Mentor(s);

(f) (without limitation to the above) not commit any act or omission constituting unlawful discrimination or harassment of any Mentor(s) in connection with the performance of the Mentoring Services;

(g) notify the Company via email as soon as reasonably practicable of any proposed alteration, adjustment or extension to the Assignment. The Company shall provide a written response via email and shall not unreasonably withhold its consent to a change or extension requested by the Client. In response to a request, (if applicable) the Company will advise the Client whether the change is practicable and, if so, any related changes it would wish to make to the Fee. Pending agreement to implement changes, the Company shall be entitled to treat any out of scope services as additional consultancy services, chargeable on a time spent basis in accordance with the Fees set out in the relevant MOU; and

(h) not Introduce a Mentor to a third party other than via the Company.

3.3 In relation to any Assignment the Client warrants, covenants and undertakes that it does not have the right to and shall not (and no other person shall have the right to and no other person shall) subject the Mentor to any supervision, direction or control ("SDC") in relation to how to deliver the Mentoring Services and that there shall be no framework of control.

3.4 For the avoidance of doubt, supplies of consultancy services made by PSC Contractors under this Agreement are intended to be made by independent Mentors providing their services in a way which the parties reasonably expect will be assessed as falling Outside IR35. The Client warrants, covenants and undertakes that it is not a large or medium-sized company as defined by the Companies Act 2006.

3.5 For the avoidance of doubt, supplies of consultancy services made by Sole Traders under this Agreement are intended to be made by independent Mentors providing their services in a way which the parties reasonably expect will not be subject to SDC, or be subject to the right of SDC by any person or subject to any framework of control. Notwithstanding this understanding and without prejudice to any of the other provisions of this Agreement, if the Client fails to confirm that the Mentor is not subject to SDC or framework of control by anyone and or fails to continue to warrant any of the warranties outlined in clause 3.3, the Company reserves the right to pay the Mentor and/or Supplier subject to PAYE and NICs deductions in accordance with the Agency Tax Legislation until such time as the Client confirms that the Mentor is not subject to SDC or framework of control by anyone.

3.6 The Client shall notify the Company without delay whenever it has reason to believe that any of the following apply:

(a) the circumstances under which the Mentor(s) (in relation to Mentoring Services delivered by any PSC Contractor) provides or will provide the Mentoring Services under the Assignment has or will change such that the Assignment would go from Outside IR35 to one of Inside IR35 (in relation to Mentoring Services delivered by a PSC Contractor);

(b) the circumstances under which the Mentor provides or will provide the Mentoring Services under the Assignment has changed or will change such that the Mentor will be subject to SDC or the right of SDC or a framework of control;

(d) the Mentoring Services are the same as or substantially the same as those performed by any of the Client's employees; and

(e) the Assignment involves the Supplier(s) and/or the Mentor(s) managing Client staff.

3.7 The Company shall be entitled to terminate the Assignment by written notice to the Client with immediate effect if:

(a) it has reasonable grounds to believe that the circumstances under which the Mentoring Services are provided and/or the nature of the Assignment have changed (including any notice under clause 3.6); or

(b) (in relation to Mentoring Services delivered by a Sole Trader) the Client indicates that the Sole Trader is subject to SDC or framework of control or fails to provide confirmation in accordance with clause Error! Reference source not found.).

3.8 The Client shall co-operate with the Company's reasonable requests for information in the event that HMRC and/or the Supplier(s) and/or the Mentor(s) challenge the IR35 status of the Mentor and/or any payment(s) the Company pays to the Supplier(s) in respect of Mentoring Services supplied on the Assignment.

3.9 The Client shall indemnify (and keep it indemnified fully on demand) the Company against any and all Losses incurred by the Company by reason of any proceedings, claims or demands by any third party (including specifically, but without limitation, HMRC and any successor, equivalent or related body, pursuant to any of the provisions of ITEPA or the NICs Legislation (and or any supporting or consequential secondary legislation relating thereto)) suffered or incurred by the Company arising out of the Company relying, in good faith, on the warranties in clause 3.3 3.3 (in relation to Mentoring Services delivered by Mentors).

4. Payment of Fees

4.1 The Company will be entitled to issue invoices in respect of the Mentoring Services supplied during the relevant invoicing period plus its margin and any stamentory costs (which are included in the Fee) and for any Short Notice Cancellation Fee.

4.2 Unless otherwise agreed in writing, the Company shall be entitled to invoice the Client on the basis of the Invoicing Frequency set out in the MOU and such invoices shall be payable by the Client within 5 days of the invoice date. The charge shall be a multiple of the Fee and the number of hours, days, weeks (as relevant) worked by the Mentor(s).

4.3 The Fees payable to the Company from the Client are based upon the Hourly Mentoring and/or, where applicable, the Residential Mentoring recorded on the timesheets submitted to the Company from the Mentor. The Company shall however be entitled to request an advance payment of the Fees and such advance payment shall be payable by the Client within 5 days of the request which payment shall be held for the account of the Client pending provision of the relevant Mentoring Services and shall not be refundable (save that an equivalent payment shall be made by the Company back to the Client to the extent the anticipated Mentoring Services to which they relate are never performed due to failure on the part of the Company to provide a Mentor). For the avoidance of doubt, in the calculation of the sums due to the Company in relation to Mentoring Services performed by the Supplier(s) any oral or written confirmation that the services have been performed shall be conclusive evidence that the Mentoring Services have been performed to the satisfaction of the Client. If the Client disputes the invoiced charges it shall inform the Company within 7 days of receipt of the disputed invoice, and shall co-operate with the Company to establish the Mentoring Services provided by the Mentor(s) in the period to which the disputed invoice relates.

4.4 The Client acknowledges that the Fees are based on the total cost of supplying the Mentoring Services plus the Company's recruitment and support services fee. The Company has relied on the assurance that Mentors are not subject to SDC or framework of control in agreeing the Fee. Should this change, the cost to the Company of supplying the Mentoring Services will increase. The Company reserves the right to increase the Fee to reflect this increase should the Client:

(a) inform the Company that it is no longer of the view that a Sole Trader is not subject to SDC or framework of control;

(b) inform the Company that it is no longer of the view that a PSC Contractor is Outside IR35; or

4.5 The Company reserves the right to increase the Fee to take into account any stamentory or other legal change which leads to an increase in a Mentor's stamentory and/or legal entitlements or otherwise resulting in an increase in the cost of supply for the Company. The Company shall give the Client 7 Business Days written notice of any such increase to Fee.

4.6 The Company shall be entitled to terminate the Assignment by written notice to the Client with immediate effect if the Client does not agree to any Fee increase set out in clauses 4.4 or 4.5 above.

4.7 Unless otherwise agreed in writing by a director of the Company, the Company will not be obliged to make any rebates or refunds of Fees or other sums payable to the Company by the Client.

4.8 All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. The Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.

4.9 Unless otherwise agreed by the Company, all payments due to it under this Agreement shall be paid by direct bank transfer to the Company's bank account.

4.10 The Company may apply and charge the Client interest at a rate of 8% per annum above the base rate from time to time of the Bank of England on any overdue amount from the due date until the date of payment in accordance with the Late Payment of Commercial Debt (Interest) Act 1998.

4.11 All amounts payable under this Agreement (including, for the avoidance of doubt, those under clause 6) are exclusive of value added tax and any other like taxes applicable to a Location(s), which shall be payable by the Client.

5. Substitution of Mentor(s)

5.1 The Client acknowledges and agrees that the Supplier (where the Mentor is providing Mentoring Services via a PSC) or the Mentor (where the Mentor is a Sole Trader) shall be entitled from time to time to delegate the performance of the Mentoring Services to or otherwise use the services of, a suitably qualified, skilled and experienced substitute mentor provided that the Client shall be entitled to refuse to accept a substitute, if in its reasonable opinion such individual is not suitable, due to lack of skills experience and qualifications. The Company will remain liable for the services completed by substitute personnel and will bear any costs.

5.2 The Company will provide full particulars of any substitute to the Client prior to the substitute working on an Assignment.

5.3 If within 24 hours of the relevant Start Date the Supplier (where the Mentor is providing Mentoring Services via a PSC) or the Mentor (where the Mentor is a Sole Trader) fails in the reasonable opinion of the Client to perform the relevant Mentoring Services satisfactorily, the Client shall notify the Company in writing to that effect and the Company will use its reasonable endeavours to procure that a suitable substitute Supplier or Mentor is available to perform the Mentoring Services as soon as possible. If no such substitute is available within 3 Business Days or such other period as the parties may agree after receipt by the Company of the Client's written notification of unsatisfactory performance, then the Client may terminate the relevant Assignment by written notice in accordance with clause 7.

6. Protection of the Company's business interests

6.1 For the purposes of this clause 6:

(a) a "Deemed Introduction" will occur where any member of the Client's Group or any client of the Client with whom the Mentor had material contact during the Assignment (a "Client Contact"), or any third party (including any client of the Client or any employment business or other person) to whom the Client introduces that individual (a "Client Third Party Contact"), directly or indirectly (other than through the Company):

(i) Engages that Mentor or other individual to carry out the Mentoring Services or services similar to or related to the Mentoring Services; or

(ii) Engages any Mentor or other individual Introduced to the Client with a view to them working on an Assignment; or

(iii) otherwise makes arrangements so that the Mentor or an Introduced individual provides services which are similar, identical or related to the Mentoring Services for either the Client, any member of the Client's Group, a Client Contact or a Client Third Party Contact.

(b) "Extended Hire Period" means a period of not less than 30 hours of Mentoring Services that the Client confirms that they opt to take an Extended Hire Period pursuant to clause 6.4 below. Any such period of hire shall be on terms no less favourable than the terms of the relevant Assignment.

(c) "Restricted Period" means in a case where there has been no supply of a mentor, the period of 6 months from the date of Introduction of the relevant individual to any of the persons listed in clause 6.1(a) by the Client;

(d) "Relevant Period" means as defined in the Conduct Regulations 10(5) and (6), being whichever of the following periods ends later:

(i) the period of 8 weeks commencing on the day after the day on which the Mentor last worked on an Assignment pursuant to being supplied by the Company; or

(ii) the period of 14 weeks commencing on the first day on which the Mentor worked on an Assignment pursuant to the supply of that Mentor by the Company.

6.2 If, following an Introduction of an individual which does not lead to a supply of that person under an Assignment, the Client wants an Engagement (other than by way of an Assignment through the Company) to commence within the Restricted Period the Client shall notify the Company and agrees to pay a Conversion Fee unless the Client elects, within 5 Business Days of the date of the Engagement by written notice to the Company to engage the Company to arrange for the individual to provide the required services, under and in accordance with the terms of this Agreement, for a hire period equivalent to the Extended Hire Period.

6.3 Subject to clause 6.4 where a Mentor has commenced working on an Assignment and:

(a) the Client notifies the Company that it wants to Engage the Mentor within the Relevant Period direct or via an arrangement that does not involve the Company; or

(b) the Client otherwise Engages a Mentor at any time within the Relevant Period:

the Client shall pay the Company a Conversion Fee as set out in the MOU (or if none is stated in the Assignment Details, as described in the definition of the terms Conversion Fee in clause 1.1 above) unless the Client elects, within 5 Business Days of the date of the Engagement by written notice to the Company to take an Extended Hire Period of the Mentor on terms similar to those contained in this Agreement and no less favourable to the Client than those which applied immediately before the Company received such notice. If the Client chooses an Extended Hire Period but Engages the Mentor before the end of the Extended Hire Period, the Conversion Fee may be charged by the Company reduced proportionately to reflect the amount of the Extended Hire Period paid for by the Client.

6.4 If the Client gives the Company written notice of election in accordance with the provisions of clause 6.1 or clause 6.3 and the Company does not supply the relevant services for the duration of the Extended Hire Period and the Company is in no way at fault (including, without limitation, if an Engagement occurs or the Mentor does not agree to provide services via the Company for the Hire Period or the Extended Hire Period (as appropriate)), the Client shall, if an Engagement occurs within the Relevant Period, pay to the Company such proportion of the Conversion Fee as equates to the proportion of the Hire Period or Extended Hire Period (as appropriate) during which the Company does not supply the Mentoring Services.

6.5 No refund of the Conversion Fee shall be payable if the Engagement terminates.

6.6 If there is a Deemed Introduction which results in an Engagement and:

(a) if that Mentor has at any time provided services to the Client via the Company, within the Relevant Period; or

(b) if that Mentor has not so supplied services, within the Restricted Period from the date of such introduction;

the Client shall pay to the Company the Conversion Fee and no refund of the Conversion Fee shall be payable if any such employment or engagement terminates.

7. Termination

7.1 This Agreement shall continue unless terminated:

(a) by written notice with immediate effect by the Company if:

(i) there is any breach of this Agreement by the Client, which is, in the reasonable opinion of the Company:

(A) capable of being remedied and the Client fails to remedy the breach within 7 days of receiving written notice from the Company; or

(B) incapable of being remedied.

(ii) the Client fails to pay any amount which is due to the Company in full and on the date that the payment falls due;

(iii) credit insurance in relation to the Client is withdrawn or otherwise flagged as high risk; or

(iv) the Client is entitled to terminate this Agreement under clause 5.3 if the Company is unable to find a substitute.

(b) by 5 Business Days' written notice by the Company if there is any other serious or repeated breach of this Agreement by the Client, which is, in the reasonable opinion of the Company, capable of remedy and which is not remedied within 10 Business Days after an earlier notice requiring it to do so; or

(i) by either party if that party shall become unable to commence, continue or completely perform its obligations under this Agreement by reason of illness, injury, other incapacity or by reason of Force Majeure affecting that party, which is not within that party's reasonable control; or

(ii) by either party if either party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, or admits inability to pay its debts; or

(iii) if the Company has reasonable grounds to believe that an application is made to the court, for the appointment of an administrator, a notice of intention to appoint an administrator is given over the Client.

8. Cancellation

8.1 Without prejudice to the rights to terminate the whole Agreement under clause 7.1, where the any Session is cancelled or terminated by the Client before the expected commencement of the Session, the Client shall pay a Short Notice Cancellation Fee (calculated in accordance with clause 8.2) to be paid to the Company in such manner as may be notified by the Company from time to time.

8.2 Short Notice Cancellation Fee shall be as follows:

(a) If any Session(s) that is/are for Hourly Mentoring with less than 48 hours’ notice, the full fee for those Sessions will be charged to, and payable by, the Client. Where the Client has not yet been invoiced, this will be invoiced to the Client in accordance with clause 4 above, as if the Assignment had taken place. Where the Client has paid for the Hourly Mentoring in advance, no refund will be given for cancellations in these circumstances.

(b) For short term Residential Mentoring Assignments (lasting between 1 and 2 days): the Client must give the Company at least 48 hours’ written notice to reschedule agreed dates and/or cancel. If fewer than 48 hours’ notice is provided, the Client will be charged the full fee for the Mentor’s first day’s work.

(c) For longer term Residential Mentoring Assignments (lasting 3 or more days): the Client must give the Company at least 4 weeks’ written notice to reschedule agreed dates and/or cancel. If fewer than 4 weeks’ notice is provided, the Client will be charged 50% of the total fee for the full duration of the Residential Mentoring Assignment.

8.3 The Company shall be entitled to cancel any Assignment by written notice with immediate effect and without liability or prejudice to any right for relief if in good faith if the Company forms the opinion for any reason that (i) the Client may not meet its obligations to the Company, or (ii) the Supplier/Mentor(s) may no longer be willing, or able or suitable to undertake the Mentoring Services for the Client.

8.4 The Company shall be entitled to terminate any Assignment by written notice to the Client with immediate effect in accordance with clause 3.7, clause 4.6 and/or clause 9.2.

9. Acknowledgements and Liability

9.1 Nothing contained in this Agreement shall in any way constitute any Mentor as the employee(s) or worker(s) of the Company or the Client; and the Company confirms that the Mentor is engaged under a contract for services (in respect of which, without limitation, neither the Company nor the Client has the right to control or direct the way in which the Supplier or the Mentor perform the Mentoring Services). Accordingly, the Company shall not be liable for any Loss relating to the failure of the Mentor to perform the Mentoring Services in accordance with this Agreement.

9.2 The Client acknowledges that any Mentor offers consultancy services on an independent business to business basis and accordingly neither the Client nor the Company supervises and/or has the right to control the actions of the Supplier(s) or Mentor(s) in the way that it would if an employment or worker relationship existed. If the Client does, or intends to, supervise, direct or control the manner in which the Mentoring Services are performed by the Mentor(s), the Client shall immediately notify the Company of that fact. The Company shall be entitled to terminate any Assignment by written notice to the Client with immediate effect if it receives such notice from the Client or otherwise has reasonable grounds to suspect the Mentor no longer works independently.

9.3 The parties acknowledge that the Company is not obliged to put the Supplier and/or the Mentor(s) forward for consideration by the Client for the provision of services and the Supplier and/or the Mentor(s) is not obliged to provide services to the Client beyond the termination or expiry of the relevant Assignment.

9.4 The Client acknowledges that the Company is not in a position to assess and insure against risks in respect of or during or arising out of the period for which the Supplier and/or the Mentor(s) is performing the Mentoring Services.

9.5 Subject to clause 9.1 and 9.6, the Company shall not be liable for any Loss in excess of the greater of £100,000 or the fees due by the Client to the Company in respect of any claim or related claims, or any Losses or delay arising from:

(a) any failure to provide the services of the Supplier(s) and/or Mentor(s) for all or part of the term of this Agreement;

(b) the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Supplier(s) or the Mentor(s), including, without limitation, any lack of skill of the Supplier(s)/Mentor(s);

(d) any special, indirect or consequential damages or loss; or

(e) any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by the Company to perform its obligations under this Agreement.

9.6 Nothing in this Agreement shall operate to exclude or limit the Company's liability for:

(a) death or personal injury caused by the Company's negligence;

(b) its own fraudulent acts or omissions; or

10. Disputes

10.1 If any dispute arises between the parties with respect to the performance of the Mentoring Services, the conformity of the Mentoring Services with the provisions of this Agreement or as otherwise specified under this Agreement 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 Business days of notice of the dispute, the mediator will be nominated by CEDR.

11. Confidentiality and Intellectual Property

11.1 The Company will, by way of contract with the Mentor/Supplier, require that the Mentor/Supplier shall:

(a) keep confidential, all information relating to Work Results, Intellectual Property Rights in the Work Results and the Client's business and affairs (including, for the avoidance of doubt, Fees) ("Confidential Information") which may become known to it/them in connection with the supply of the Mentoring Services; and

(b) enter into any and all assignments of Intellectual Property Rights (relating to Work Results) or confidentiality undertakings that the Client may reasonably require it or them to enter into.

11.2 The Client shall keep all information comprising an Introduction (including, without limitation, Personal Data (as defined in clause 12)) relating to any potential Mentor/Supplier and/or Mentor(s) confidential and undertakes not to use such information for any purpose other than to arrange for the Supplier(s) to supply the Mentoring Services.

11.3 All Intellectual Property Rights in any deliverables, and in any materials which are created by or on behalf of the Mentor/Supplier as a result of the provision of the Mentoring Services and which are produced for, on behalf of or at the request of the Client pursuant to an Assignment shall vest in the Mentor ("Mentor IPR").

11.4 Where any Work Results and any other materials which are otherwise created by or on behalf of the Mentor/Supplier as a result of the performance of an Assignment are supplied with or have embedded in them Mentor IPR or Mentor Background IPR then the Mentor shall retain ownership of such IPR, but the Company shall use all reasonable endeavours to ensure the Mentor grants to the Client a non-exclusive, perpetual (unless agreed otherwise in the relevant Assignment), irrevocable, royalty-free licence to use such IPR in any way whatsoever to facilitate and/or enable full use of the Work Results or other materials and, for this purpose, to sub-license such IPR to third parties.

11.5 The Company shall retain ownership of Company Background IPR.

11.6 Any academic work completed by the Client or any student connected with the Client shall remain the property of the Client/student (whichever applies) and neither the Mentor nor the Company shall have by virtue of this Agreement any right to use all or part of any such academic work for any purpose other than the delivery of the Mentoring Services unless the Client has agreed otherwise.

11.7 Nothing in this Agreement shall be construed as transferring the ownership of any Intellectual Property Rights from any party that currently owns or otherwise has valid title to any such IPR, or creates new IPR in the course of this Agreement, to any other party other than by the separate, explicit and unambiguous agreement between the parties concerned to exercise such a transfer under terms specified by any such separate agreement.

12. Data Protection

12.1 The contractual obligations of the parties in relation to Data Protection Laws can be found here. https://www.oppidaneducation.com/privacy-policy

13. Anti-Bribery

13.1 The Client shall comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption ("Anti-Bribery Laws"), including without limitation the Bribery Act 2010.

13.2 The Client acknowledges and agrees that the Company will not tolerate bribery in any form in connection with the conduct of its business.

13.3 The Client shall:

(a) comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption ("Anti-Bribery Laws"), including without limitation the Bribery Act 2010;

(b) not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;

(d) promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this Agreement.

13.4 The Client shall promptly notify the Company if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in clause 13.2.

13.5 Breach of this clause 13 shall be deemed a material breach of this Agreement.

13.6 The Client shall indemnify the Company against any Losses incurred or suffered by the Company as a result of any breach of this clause 13 by the Client (including any consequential loss or damage).

14. Modern Slavery Act

14.1 The Client shall comply with all applicable laws relating to modern slavery and human trafficking including the Modern Slavery Act 2015 ("MSA").

14.2 In performing its obligations under the agreement, the Company shall:

(a) comply with all applicable Laws relating to modern slavery and human trafficking including the Modern Slavery Act 2015 ("MSA"); and

(b) take reasonable steps to ensure that slavery and human trafficking (as such phrase is defined in the MSA) is not taking place in any of its supply chains or in any part of its own business.

15. General

15.1 This Agreement together with each Assignment agreed by parties hereunder constitute the entire agreement between the parties and supersede all previous agreements and arrangements (if any) whether written, oral or implied between the Company and the Client relating to the Mentoring Services and all such agreements still effective at the date of this Agreement (if any) shall be deemed to have been terminated by mutual consent with effect from the Start Date but without prejudice to any rights which have arisen prior to such termination and so that nothing in this clause 15.1 shall operate to exclude or limit the liability of any party in respect of fraud.

15.2 The Client acknowledges that, in entering into this Agreement, it has not relied on any representations by the Company, the Supplier(s) or the Mentor(s) made before the execution of this Agreement or the relevant Assignment other than those expressly set out in this Agreement.

15.3 This Agreement is personal to the Client and the Client shall not be entitled to assign or sub-contract its obligations or rights under this Agreement to any third party without the prior written consent of the Company. The Company shall however be entitled to assign this Agreement to any member of the Company's Group and, upon such assignment, without prejudice to the assignor's rights in respect of matters arising prior to such Assignment; all references to the Company shall be deemed to refer to the assignee.

15.4 No amendment to this Agreement is (including any change to Assignment scope) shall be effective unless it is in writing and signed on behalf of each party by a person duly authorised by that party. The Company will act in good faith to consider all reasonable changes to Assignment scope that may be requested by the Client.

15.5 Any notice required to be given under this Agreement (including the delivery of any work record or invoice) shall be in writing signed by a person duly authorised by the sending party and delivered by hand, e-mail or prepaid first-class post to the recipient address specified in this Agreement (or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement).

15.6 It is agreed that PSC Contractors or Sole Traders shall not work for and under the SDC or framework of control of the Client. As the Client has determined that these PSC Contractors and Sole Traders are independent contractors and not subject to SDC or any framework of control the Agency Workers Regulations 2010 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 do not apply to these arrangements.

15.7 This Agreement shall be governed by and construed in all respects in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction.

15.8 None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of the Company who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.