In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings respectively ascribed to them hereinbelow.

"Lesson" shall mean each individual tutoring session delivered by the Tutor to the Student pursuant to this Agreement, having a duration of [duration] minutes, scheduled and conducted in accordance with the provisions of this Agreement, and comprising the instructional, explanatory, assessment and ancillary pedagogical activities reasonably associated with the Subject.

"Package" shall mean a prepaid bundle of Lessons purchased by the Student in advance, the number, price and validity period of which shall be as expressly specified in clause 7 hereof or as otherwise agreed in writing between the Parties prior to commencement of delivery.

"Subject" shall mean the academic discipline, skill or subject area in respect of which the Tutor shall deliver instruction to the Student, being [subject(s)], together with such sub-topics, modules and related materials as the Tutor shall, in the exercise of professional discretion, consider appropriate.

"Tutoring Location" shall mean the premises designated by the Tutor for the in-person delivery of Lessons, being located at [address], or such alternative premises as the Tutor may from time to time nominate upon reasonable notice to the Student.

"Materials" shall mean all notes, worksheets, exercises, handouts, slides, recordings, exemplars, assessments, model answers and other pedagogical content prepared, compiled, selected or furnished by the Tutor in connection with the delivery of the Services, whether in physical or electronic form.

"Services" shall mean the private tutoring services to be rendered by the Tutor to the Student pursuant to this Agreement, as more particularly described in clause 4 hereof.

The headings and sub-headings employed herein are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Words importing the singular shall include the plural and vice versa, and words importing any gender shall include every gender. References to clauses are to clauses of this Agreement unless otherwise stated.

The Student hereby engages the Tutor, and the Tutor hereby accepts such engagement, upon the terms and subject to the conditions set forth in this Agreement, for the purpose of providing the Services in respect of the Subject.

The engagement contemplated hereunder is personal to the Tutor, and the Tutor shall render the Services personally; provided, however, that the Tutor may, upon prior written notification to the Student, arrange for a suitably qualified substitute tutor to deliver one or more Lessons where the Tutor is unable to attend for reasons of illness, emergency or other legitimate cause.

The Tutor shall at all times act as an independent contractor and not as an employee, agent, partner or joint venturer of the Student, and nothing in this Agreement shall be construed as creating any relationship of employment, agency, partnership or joint venture between the Parties.

The Tutor shall retain full and absolute discretion as to the pedagogical methods, techniques, materials and approaches employed in the delivery of the Services, it being acknowledged by the Student that such matters fall within the professional judgment of the Tutor.

The Student acknowledges and agrees that the engagement of the Tutor hereunder is non-exclusive, and that the Tutor shall remain at liberty to render tutoring and other professional services to any other person or entity whatsoever during the term of this Agreement.

The Student shall not, without the prior written consent of the Tutor, assign, transfer or purport to assign or transfer the benefit of this engagement to any third party, including without limitation any other prospective recipient of tutoring services.

The Student may cancel or reschedule a Lesson without charge provided that written notice of such cancellation or rescheduling is received by the Tutor not less than [notice period] hours prior to the scheduled commencement time of the Lesson concerned.

In the event that the Student cancels or seeks to reschedule a Lesson with less than the aforesaid notice, or fails to attend a scheduled Lesson in its entirety, the Lesson shall be deemed delivered in full and the Student shall be liable to pay the full fee therefor, and the Lesson shall be deducted from the Package as if duly rendered.

Where the Student arrives late for a scheduled Lesson, the Lesson shall nevertheless conclude at the originally scheduled end time, and no extension, make-up time or refund shall be owed by the Tutor on account of such tardiness.

In the event that the Tutor is compelled to cancel a Lesson, the Tutor shall provide notice thereof to the Student as soon as reasonably practicable, and shall offer the Student a mutually convenient alternative time for the delivery of a replacement Lesson, which shall be scheduled within a reasonable period thereafter.

The Student acknowledges that the Package fees are structured on the basis of reserved time slots in the Tutor's schedule, and that cancellations with insufficient notice occasion losses to the Tutor which cannot practically be mitigated; accordingly, the charges levied under this clause are agreed by the Parties to constitute a genuine pre-estimate of such losses.

Notices of cancellation or rescheduling must be delivered to the Tutor by the means specified in clause 15 hereof, or by such other means as the Tutor may expressly accept in writing; verbal notifications shall not be effective for the purposes of this clause.

No Lesson missed by the Student shall be refundable in cash or credited to any future Package, save as expressly provided for in this clause or as the Tutor may, in the Tutor's sole and absolute discretion, elect to permit on a case-by-case basis without thereby establishing any precedent or course of dealing.

The Tutor shall provide the Services in the Subject through the delivery of individualized Lessons, which shall comprise, as the Tutor shall in professional judgment determine appropriate, instruction, explanation of concepts, review of the Student's work, assignment and evaluation of exercises, preparation for examinations or assessments, and the provision or recommendation of supplementary learning resources.

The particular curriculum, pacing, sequence of topics and learning objectives of the Services shall be determined by the Tutor, having due regard to the Student's expressed goals, current level of proficiency, learning needs and any syllabus or examination to which the tutoring is referable.

The Student acknowledges that the Tutor's role is instructional and advisory in nature, and that the achievement of any particular academic result, examination grade, admission outcome or level of proficiency is dependent upon numerous factors beyond the Tutor's control, including the Student's own effort, aptitude and application.

The Tutor makes no warranty, representation or guarantee, express or implied, as to the attainment of any specific result, grade, mark, pass, admission, qualification or improvement in the Student's performance arising from receipt of the Services.

The Services shall not include the completion by the Tutor of any work which the Student is required to submit as the Student's own, including without limitation homework, coursework, assignments, dissertations or examination responses, and the Tutor shall be entitled to decline any request which, in the Tutor's professional opinion, would constitute or facilitate academic dishonesty.

Any additional services beyond the scope expressly set forth herein, including but not limited to the preparation of custom materials beyond ordinary lesson preparation, attendance at external venues, written reports, or communications with third parties concerning the Student, shall be subject to separate agreement and additional fees as the Tutor shall quote.

The Tutor reserves the right to decline, suspend or terminate the delivery of Services in respect of any topic, request or circumstance which the Tutor considers, in professional judgment, to fall outside the scope of the Tutor's expertise or the agreed Subject.

Lessons shall be conducted in person at the Tutoring Location, upon the dates and times mutually agreed between the Parties from time to time, having regard to the Tutor's availability.

The Student shall arrive at the Tutoring Location punctually and prepared for the Lesson, with such books, materials, writing implements, devices and completed preparatory work as the Tutor may reasonably require.

The Tutor reserves the right, upon reasonable prior notice to the Student, to alter the Tutoring Location, to amend the schedule of Lessons, or to reschedule any particular Lesson for reasons of operational necessity, and the Student shall accommodate such alterations in a reasonable manner.

Should the Student request a change to the agreed schedule, such request shall be subject to the Tutor's availability and shall be accommodated at the Tutor's sole discretion, subject always to the cancellation and rescheduling provisions set forth in clause 3 hereof.

Any person accompanying the Student to the Tutoring Location, including but not limited to a parent, guardian or companion, shall remain in such areas as the Tutor shall designate and shall not interfere with the conduct of the Lesson.

The Student shall observe and comply with any rules of conduct, safety protocols, health requirements and premises regulations in force at the Tutoring Location, and shall indemnify the Tutor against any loss or damage caused by the Student's failure so to comply.

The Tutor shall not be obliged to deliver Lessons on public holidays or during such periods as the Tutor may designate as vacation periods, provided that reasonable advance notice of such periods is communicated to the Student.

All intellectual property rights, including without limitation copyright, in and to the Materials prepared, compiled, authored or furnished by the Tutor shall vest exclusively in and remain the sole property of the Tutor, and nothing in this Agreement shall be construed as effecting any transfer or assignment of such rights to the Student.

Subject to full and timely payment of all sums due hereunder, the Tutor hereby grants to the Student a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Materials solely for the Student's own personal, non-commercial study in connection with the Subject.

The Student shall not, directly or indirectly, reproduce, duplicate, copy, distribute, publish, transmit, display, upload, post, share, lend, sell, offer for sale, license, sub-license or otherwise make available any of the Materials to any third party, by any means or in any medium, whether for consideration or gratuitously.

The Student shall not modify, adapt, translate, create derivative works from, reverse engineer, or incorporate the Materials, in whole or in part, into any other work, resource, publication or compilation.

The Student shall not remove, obscure, alter or deface any copyright notice, authorship attribution, watermark or proprietary legend affixed to or appearing within the Materials.

Any Materials loaned to the Student in physical form shall remain the property of the Tutor and shall be returned promptly upon the Tutor's request or upon the termination of this Agreement, whichever shall first occur.

Any photograph, audio recording, video recording or other recording of a Lesson, whether in whole or in part, is strictly prohibited save with the express prior written consent of the Tutor, and any such recording made with consent shall be subject to the use restrictions set forth in this clause.

The restrictions set forth in this clause 6 shall survive the termination or expiration of this Agreement for whatever reason.

The Services shall be rendered on the basis of a prepaid Package of Lessons, the price of which shall be [price] in [currency] per Package comprising [number] Lessons, each Lesson being of the duration specified in clause 1 hereof.

The full fee for the Package shall be paid by the Student to the Tutor in advance, prior to the commencement of the first Lesson of the Package, and the Tutor shall be under no obligation to commence or continue delivery of the Services until such payment has been received in cleared funds.

Payment shall be effected by [payment method] to the account or payee particulars nominated by the Tutor in writing from time to time, and the Student shall bear any and all bank charges, transfer fees, foreign exchange costs and similar deductions associated with the remittance.

All fees payable hereunder are stated exclusive of any taxes, levies, duties or governmental charges which may be imposed in connection with the Services, and the Student shall be solely liable for any such taxes, levies, duties or charges to the extent lawfully leviable.

Each Package shall be valid for a period of [validity period] from the date of the first Lesson delivered under it, and any Lessons not utilized within such validity period shall lapse and be forfeited without entitlement to refund, credit, extension or compensation of any kind.

Save as expressly provided in this Agreement, all fees paid by the Student are non-refundable in all circumstances, including without limitation the Student's voluntary discontinuation of the Services, loss of interest, change of personal circumstances, or termination of this Agreement by the Tutor on grounds attributable to the Student.

The Tutor reserves the right to revise the fees applicable to future Packages upon not less than [number] days' prior written notice to the Student; any revised fees shall apply to Packages purchased on or after the effective date of the revision and shall not affect Packages already paid for.

Any sum which falls due and remains unpaid for more than [number] days shall bear interest at the rate of [rate] percent per month, or such lesser maximum rate as may be permitted by applicable law, from the due date until the date of actual receipt in cleared funds, without prejudice to any other remedy available to the Tutor.

Each Party shall treat as confidential, and shall not without the prior written consent of the other disclose to any third party, any information of a personal, academic, financial or otherwise sensitive nature concerning the other Party which comes to its knowledge in connection with this Agreement.

Notwithstanding the generality of the foregoing, the Tutor shall be entitled to disclose confidential information to the extent required by law, by order of a court of competent jurisdiction, or by a regulatory, educational or professional authority having lawful jurisdiction.

The Student shall maintain in strict confidence the Materials, the pedagogical methods and techniques of the Tutor, and any proprietary information, know-how or trade secrets of the Tutor to which the Student may be exposed in the course of receiving the Services.

The Tutor may, for professional purposes, retain records of the Student's attendance, progress, assessments and payments, and may process such records in accordance with any applicable data protection obligations and the Tutor's customary record-keeping practices.

Nothing in this clause shall preclude the Tutor from making anonymized or aggregated reference to the engagement for the purposes of maintaining professional records, testimonials or portfolios, provided that no information capable of identifying the Student is disclosed without consent.

The obligations of confidentiality set forth in this clause shall survive the termination or expiration of this Agreement and shall continue in full force and effect without limit in time.

The Tutor represents, warrants and undertakes to the Student that the Tutor possesses the knowledge, skills, qualifications and experience necessary to deliver the Services competently in respect of the Subject.

The Tutor shall deliver the Services with reasonable care, skill and diligence, in a professional manner, and in accordance with the standards reasonably to be expected of a competent practitioner in the field of private tutoring.

The Tutor shall at all times during the course of a Lesson conduct himself or herself in a courteous, respectful and professional manner towards the Student.

The Tutor shall maintain the Tutoring Location in a condition reasonably suitable for the delivery of the Services, having regard to the nature of in-person tutoring.

Save as expressly set forth in this Agreement, all warranties, conditions, terms and representations, whether express or implied by statute, common law, custom or otherwise, including without limitation any implied warranties of fitness for a particular purpose, satisfactory quality or achievement of any specific outcome, are hereby excluded to the fullest extent permitted by law.

The Tutor's obligations hereunder are obligations as to the delivery of professional services and do not constitute any guarantee of academic, examination or vocational outcomes.

The Student shall attend each Lesson punctually, in a fit state to receive instruction, and shall apply reasonable diligence, effort and attention to the learning process.

The Student shall complete such preparatory work, homework, exercises and reading as the Tutor may from time to time assign, and shall bring to each Lesson such completed work as may be required.

The Student shall at all times during the course of a Lesson, and whilst present at the Tutoring Location, conduct himself or herself in a courteous, respectful and non-disruptive manner towards the Tutor and towards any other person present.

The Student shall not attend any Lesson whilst under the influence of alcohol, illicit drugs or any other substance liable to impair conduct, and shall not bring any such substance, nor any weapon or other prohibited item, onto the Tutoring Location.

Should the Student be suffering from any contagious illness, the Student shall promptly notify the Tutor and shall refrain from attending the Tutoring Location until no longer contagious, in which event the cancellation provisions of clause 3 hereof shall apply.

The Student shall not solicit, engage or encourage any other person to interrupt, record, photograph or otherwise interfere with the delivery of the Services.

The Student shall promptly comply with all reasonable instructions and requests of the Tutor relating to the conduct of the Lessons, safety at the Tutoring Location, and the proper discharge of the Services.

The Student warrants that all information provided to the Tutor concerning the Student's academic background, learning needs, health and other relevant matters is true, complete and accurate in all material respects.

To the maximum extent permitted by applicable law, the Tutor's aggregate liability to the Student arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount of fees actually paid by the Student to the Tutor in respect of the Package during which the event giving rise to the liability occurred.

In no event shall the Tutor be liable to the Student for any indirect, incidental, consequential, special, punitive or exemplary damages, including without limitation loss of profits, loss of opportunity, loss of academic standing, loss of examination results, loss of admission, loss of career prospects, loss of data, or any similar loss, howsoever arising.

The Tutor shall not be liable for any loss, damage, cost or expense suffered by the Student arising from the Student's failure to attend Lessons, failure to apply reasonable diligence, failure to follow the Tutor's instructions or recommendations, or any act or omission of the Student or any third party.

The Tutor shall not be responsible for the safekeeping of any personal property brought by the Student to the Tutoring Location, and the Student shall bring such property at the Student's sole risk.

Nothing in this Agreement shall operate to exclude or limit the liability of either Party for death or personal injury caused by that Party's negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited.

The Student acknowledges that the limitations and exclusions of liability set forth in this clause are a fundamental basis of the bargain between the Parties, that the fees charged have been determined having regard thereto, and that but for such limitations the Tutor would not have been willing to enter into this Agreement.

The Student shall indemnify, defend and hold harmless the Tutor from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees on a full indemnity basis) suffered or incurred by the Tutor arising out of or in connection with any breach by the Student of any provision of this Agreement.

Without prejudice to the generality of the foregoing, the Student shall indemnify the Tutor against any claim arising from the Student's unauthorized reproduction, distribution or disclosure of the Materials or any confidential information of the Tutor.

The Student shall further indemnify the Tutor against any loss, damage or injury caused to the Tutor, the Tutoring Location, or any person or property thereat, by any act or omission of the Student or any person accompanying the Student.

The Tutor shall promptly notify the Student of any claim in respect of which the Tutor seeks to be indemnified under this clause, and the Student shall have the right, at the Student's cost, to assume the defense of such claim with counsel reasonably acceptable to the Tutor; provided that the Tutor shall be entitled to participate in such defense through counsel of the Tutor's choice at the Tutor's own cost.

The Student shall not settle or compromise any such claim in a manner which imposes any obligation, admission or liability upon the Tutor without the prior written consent of the Tutor.

The indemnity obligations set forth in this clause shall survive the termination or expiration of this Agreement.

This Agreement shall commence on the Effective Date and shall continue in force until the completion of the Services for which the Student has prepaid, unless sooner terminated in accordance with the provisions of this clause.

Either Party may terminate this Agreement for convenience upon not less than [number] days' prior written notice to the other Party; provided, however, that upon any such termination by the Student, no refund of prepaid fees shall be due, save that the Tutor may in the Tutor's sole and absolute discretion refund the pro rata value of Lessons not yet delivered, less a reasonable administrative charge.

The Tutor may terminate this Agreement forthwith by written notice to the Student in the event that: the Student fails to pay any sum due hereunder within [number] days of the due date; the Student commits a material breach of any provision of this Agreement; the Student engages in conduct which the Tutor reasonably considers abusive, disruptive, dishonest, unlawful or otherwise incompatible with the continuation of the engagement; or the Student becomes insolvent, bankrupt or incapable of fulfilling obligations hereunder.

In the event of termination by the Tutor pursuant to the foregoing clause, all prepaid fees shall be forfeited in full and shall not be refundable in any part, without prejudice to any other remedy available to the Tutor at law or in equity.

The Student may terminate this Agreement forthwith by written notice to the Tutor in the event of a material breach by the Tutor of its obligations hereunder which, if remediable, has not been remedied within [number] days of written notice specifying the breach and requiring its remedy.

Upon termination of this Agreement for whatever reason, the Student shall promptly return to the Tutor all Materials in physical form in the Student's possession, and shall cease all further use of the Materials in any form.

Termination of this Agreement shall be without prejudice to any rights or remedies of either Party accrued prior to the date of termination, and shall not affect the continued operation of any provision which by its nature or express terms is intended to survive termination.

Neither Party shall be liable to the other for any failure or delay in the performance of its obligations hereunder (other than an obligation for the payment of money) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, epidemics, pandemics, government action, civil unrest, war, terrorism, fire, flood, or interruption of essential utilities (a "Force Majeure Event").

The Party affected by a Force Majeure Event shall give prompt written notice to the other Party of the occurrence, nature and anticipated duration of the Force Majeure Event, and shall use reasonable endeavors to mitigate its effects and resume performance as soon as reasonably practicable.

During the continuance of a Force Majeure Event, the obligations of the affected Party shall be suspended to the extent that performance is rendered impossible or impracticable thereby, without liability for such suspension.

Where a Force Majeure Event prevents the delivery of one or more scheduled Lessons, the Parties shall act reasonably to reschedule such Lessons within a mutually convenient period following the cessation of the Force Majeure Event, and no refund shall be payable in respect of such Lessons which are capable of being rescheduled.

If a Force Majeure Event continues for a period in excess of [number] consecutive days, either Party may terminate this Agreement by written notice to the other, in which event the Tutor shall refund to the Student the pro rata value of any Lessons prepaid but not delivered and incapable of being delivered.

Any notice, demand, request, consent or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given if delivered by hand, sent by registered or recorded delivery post, or transmitted by electronic mail to the address of the recipient Party set forth in this Agreement, or to such other address as the recipient may from time to time designate by notice given in accordance herewith.

Any notice delivered by hand shall be deemed received at the time of actual delivery; any notice sent by registered or recorded post shall be deemed received on the [number] business day following the date of posting; and any notice sent by electronic mail shall be deemed received at the time of successful transmission, provided that no bounce-back or non-delivery notification is received by the sender.

Notices to the Tutor shall be addressed to: [Tutor's name], [Tutor's address], electronic mail: [Tutor's email].

Notices to the Student shall be addressed to: [Student's name], [Student's address], electronic mail: [Student's email].

Notwithstanding the foregoing, routine communications concerning the scheduling, rescheduling or cancellation of Lessons may be effected by such means (including text message or messaging application) as the Tutor shall from time to time expressly accept.

Each Party shall promptly notify the other of any change in its contact particulars, failing which notices sent to the last known particulars shall be deemed duly given.

This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction], without regard to its conflict of laws principles.

The Parties shall endeavor in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination, through amicable negotiation in the first instance.

If any dispute is not resolved by negotiation within [number] days of written notice from one Party to the other of the existence of the dispute, either Party may refer the matter to mediation administered by a mediator mutually agreed between the Parties, or failing agreement, appointed by [appointing authority].

If the dispute is not resolved by mediation within [number] days of the appointment of the mediator, or such longer period as the Parties may agree in writing, either Party may commence proceedings in respect of the dispute in the courts of [jurisdiction], to the exclusive jurisdiction of which the Parties hereby submit.

Notwithstanding the foregoing, either Party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its rights, including without limitation its intellectual property rights and confidential information, pending the resolution of any dispute.

In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable legal fees and costs from the non-prevailing Party, in addition to any other relief awarded.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether oral or written, relating thereto.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by both Parties.

No waiver by either Party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default, and no failure or delay by either Party in exercising any right or remedy hereunder shall operate as a waiver thereof.

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

The Student shall not assign, transfer, subcontract or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Tutor. The Tutor may assign or transfer its rights hereunder upon reasonable notice to the Student.

Nothing in this Agreement shall be construed as creating any rights enforceable by any person who is not a Party to this Agreement.

The provisions of clauses 6 (Ownership of Materials and Intellectual Property), 8 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), 16 (Governing Law and Dispute Resolution), and any other provision which by its nature is intended to survive, shall survive the termination or expiration of this Agreement.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution by electronic signature or by exchange of scanned signed copies shall be as effective as execution by original manuscript signature.