Parties whom this contract concerns:
1) Tutelage Ltd registered in the United Kingdom with company number 08160841 whose address of registered office is 34-44 London Road, Peel House, ground Floor, Morden, Surrey, SM4 5BT
2) Student who is requiring the services of Tutelage Ltd with details as filled out previously in this contract.
a) The supplier (Tutelage Ltd) specialises in providing services for members of the public worldwide who are interested in educational programmes, namely medicine and Dentistry courses provided by universities/academic institutions in Europe.
b) The student wishes to enrol onto a medicine or dentistry degree level course offered by a European university and would like to appoint the Supplier to provide certain services to assist them with this process; under the terms of this agreement.
1. OBLIGATIONS OF THE SUPPLIER
1.1 The Supplier undertakes and agrees with the Student at all times during the term of this agreement:
1.2 To use reasonable endeavours to provide the Services in accordance with Schedule 1 in all material respects.
1.3 To use reasonable endeavours to act towards the Student conscientiously and in good faith and not to allow its interests to conflict with the duties that it owes to the Student under this agreement and the general law.
1.4 To comply with all reasonable and lawful instructions of the Student from time to time concerning the Services and generally to carry out the Services in such manner as it thinks best to promote the interest of the Student
1.5 To represent the Student and act on his behalf for the purposes of this agreement in accordance with the terms of the power of attorney duly signed by the Student and enclosed to this agreement
1.6 To use reasonable endeavours to assist the Student with regard to the application and registration process in relation to the Elected Programme and deal with any enquiry raised by the Student in a timely manner based on urgency
1.7 The Supplier (Tutelage Ltd) reserves the right at its own discretion not to accept and/or process the Student’s application to the Elected Programme in the following circumstances: (a) the Application Form is incomplete; and/or (b) any of the Admission Documents or any other relevant supporting documents are missing; and/or (c) any of the documents and information provided by the Student to the Supplier under the terms of this agreement are false and/ or forged.
1.8 The supplier shall have the authority and permission of the student to handle all of their documents required for admission and henceforth upon receipt of these documents, apply to the university on their behalf.
2. OBLIGATIONS OF THE STUDENT
2.1 The Student shall: (a) co-operate with the Supplier in all matters relating to the Services; (b) provide, at his own cost, in a timely manner, the admission documents and other information and supporting documents, including personal financial information, as the Supplier may reasonably require, and ensure that it is accurate and true in all material respects; (c) refrain from contacting the Elected University to obtain information about the status of the application and registration
process in relation to the Elected Programme without the prior written consent of the Supplier, such consent not to be unreasonably withheld; (d) at his own expense, subscribe to and hold throughout the duration of this agreement a health insurance policy with a reputable insurer before relocating
to the country where the Elected University is located, show to the Supplier on demand the policy document and the most recent receipt for premium, perform any obligation required of it under the terms of such insurance, to do nothing which could invalidate any such insurance; (e) at his own expense, obtain and maintain, all necessary visa, permits and/or authorisations to stay in the
country where the Elected University is located during the application process and for the duration of the Elected Programme, if applicable
2.2 If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Student, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Student that arise directly or indirectly from such prevention or delay
2.3 The Student shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation) that arise directly or indirectly from the Student’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to the Supplier confirming such costs, charges and losses to the Student in writing.
2.4 The Student shall be liable to pay to the Supplier all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation) that arise directly or indirectly from any act of defamation, libel, slander or any misconduct carried out by the Student which injured the Supplier’s reputation.
2.5 The student; upon commencement of this agreement, shall not employ the use of another educational agency or consultancy that offers services analogous to the supplier.
3. FEES AND PAYMENT
3.1 The student shall pay the total price of the services to the supplier in 2 instalments; of which the first instalment shall be paid alongside the submission of this signed agreement.
3.2 The student shall pay the second instalment of the cost of the services upon receiving admission on the elected programme at the chosen university, and the supplier shall issue the acceptance letter to the student after payment of this second instalment.
3.3 The second instalment still remains payable even in the case that the student decides to decline the admission offer for any reason.
3.4 The second instalment will not be payable by the student if the supplier, at their own fault, fails to gain the student admission onto their elected programme.
3.5 The student shall pay each invoice submitted to him by the Supplier, in full and in cleared funds, upon receipt, to a bank account nominated in writing by the Supplier.
3.6 If the student fails to pay the supplier by the due date for whatever reason, they will be given an extension to pay within the 7 days following the original due date. Failure to pay within this extension period will result in legal action to be taken by the supplier and the dispute shall be solved by the courts of England and Wales; in accordance with clause 16 of this agreement.
3.7 All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding
3.8 The student is liable to pay any extra charges for any additional services required by the student from the supplier.
4.1 The initial instalment paid alongside submission of documents is non-refundable in any case;
whether the student receives admission on the elected course or not.
4.2 The supplier shall not return to the student the first instalment or the fees required to sit an entrance exam in any case.
4.3 For selected programmes, gaining entry is subject to a ranking procedure comprising factors other than entrance exam results, therefore passing of the entrance exam may not guarantee entry. In any case, no refund shall be given for the entrance test.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 The Student accepts that: (a) he has and shall have no right to use or to allow others to use the Intellectual Property or any part of it; (b) he shall not use any trademarks, trade names or get-up which resemble the Supplier’s trademarks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public; (c) he shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the Intellectual Property
6.1 The Student undertakes that he shall at all times (both during the term of this agreement and after its termination) keep confidential, and shall not use (other than strictly for the purposes of this agreement) and shall not, without the prior written consent of the Supplier, disclose to any third party technical or commercial know-how, processes or initiatives which are of a confidential nature and have been disclosed to the Student by the Supplier and any other confidential information concerning the Supplier’s business which the Student may obtain, except as permitted by clause 6.2
6.2 The Student may disclose the Supplier’s confidential information: (a) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or (b) if the information was public knowledge or already known to the Student at the time of disclosure or subsequently becomes public knowledge other than by breach of this agreement or comes lawfully into the possession of the Student from a third party; or (c) if the information is agreed by the Parties not be confidential or to be disclosable.
7. LIMITATION OF LIABILITY
7.1 Nothing in this agreement limits or excludes the Supplier’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 The Supplier shall not be held responsible or liable for the content and accuracy of any document and information, including personal details, provided by the Student under the terms of this agreement
7.3 Subject to clause 7.1, the Supplier shall not be liable to the Student, whether in contract, tort (including negligence), for all costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of chance, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Student arising out or in connection with:
7.4 The Student’s death or personal injury, including psychological suffering and emotional distress;
7.5 Services offered by external providers, including but not limited to internet services providers, cable television providers, providers of mobile phones, banks and any other financial institutions, including the provision of a student loan facility
7.6 The student failing to:
(a) Meet the required criteria for admission to the Elected Programme and/or pass any entrance examination and interviews with the Elected University with regard to the Elected Programme;
(b) Obtain the Admission Letter except to the extent that such failure arises as a result of the
Supplier’s breach or negligent performance or non-performance of this agreement;
(c) Obtain a student loan or any other kind of finance with an institution or organization selected by the Student for the purpose of paying his/her tuition fees.
(d) Be admitted to a given year of entry (for Transfer and Graduate Entry services only), unless otherwise agreed between the Parties in writing by way of an addendum to this agreement.
8 DATA PROTECTION
8.1 The Student consents to the Supplier handling and processing theirpersonal data (as defined in the
Data Protection Act 1998 – the Act) (Personal Data) during the term of this agreement.
8.2 The Supplier shall comply and shall use all reasonable endeavours to ensure that its staff, employees and agents comply with the Act at all times when handling the Personal Data.
8.3 The Supplier shall process the Personal Data for the purposes of this agreement only and not further process the Personal Data in any manner incompatible with those purposes.
8.4 The Personal Data shall remain the property of the Student at all times.
8.5 The Supplier shall use all reasonable endeavours to prevent loss or destruction of, or damage to, the Personal Data and shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data.
8.6 PRIVACY: The student gives us the consent to share their data/information with third parties (i.e Universities) for the purpose of the application.
9.1 Without affecting any other right or remedy available to it, either Party may terminate this agreement with immediate effect by giving written notice to the other Party if:
(a) The other Party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
(b) The other Party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) The other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company)
(e) An application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company);
(f) The other Party (being an individual) is the subject of a bankruptcy petition or order;
(g) The other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(h) The other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
10 CONSEQUENCES OF TERMINATION:
10.1 On termination or expiry of this agreement, the Student shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Disbursements paid by the Supplier but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.
10.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
11. FORCE MAJEURE
11.1 Force Majeure Event means any circumstance not within a Party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import
restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of
buildings, fire, explosion or accident; and (g) any labour or trade dispute, strikes, industrial action or lockouts.
11.2 Provided it has complied with clause 11.3, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
11.3 The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
11.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the Party not affected by the Force Majeure Event may terminate this agreement by giving a week’s written notice to the Affected Party. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of this agreement prior to such termination.
12 VARIATION OF THIS AGREEMENT
12.1 No variation of this agreement shall be effective unless it is in writing and signed by the Parties.
13. THIRD PARTY RIGHTS
13.1 No one other than a party to this agreement shall have any right to enforce any of its terms
14 DISPUTE RESOLUTION PROCEDURE
14.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the Parties shall attempt in good faith to resolve the Dispute.
14.2 If the Parties are for any reason unable to resolve the Dispute amicably, the Dispute shall be resolved by the courts of England and Wales in accordance with clause 16 in this agreement.
15 GOVERNING LAW
15.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.1 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its
subject matter or formation (including non-contractual disputes or claims). This agreement has been entered into on the date stated at the beginning of it.
17 OPTIONAL SERVICES
*STUDENT LOAN ASSISTANCE*
17.1 In a case where a qualifying student would like to take out a student loan, (subject to the loan being available) to pay for their tuition fees, the supplier shall assist the student with this process; through general advice about documentation needed as well assistance in obtaining these documentations, if required.
17.2 The Student can require the Student Loan Service only subject to the following requirements being met:
• being between 18 and 34 years old; and
• holding an EU or EEA passport.
17.3 The conditions for the provision of the Student Loan Service are the following:
(a) The Student shall pay the first instalment of the tuition fees before the commencement of the
(b) subject to the loan being approved by the selected bank or financial institution, the first instalment paid by the Student to the Elected Programme under point (a) above shall be reimbursed to the Student by the said bank or financial institution and any subsequent instalment shall be paid directly by the said bank or financial institution to the Elected University;
(c) The Student undertakes to repay the loan to the funding bank or financial institution after a fixed period following the termination of the Elected Programme in accordance with the terms of the loan.