1. INTRODUCTION
1.1 Apex Academic Centre (Pty) Ltd offers a service to introduce Tutors and Students to each other for Tutors to provide Lessons to Students.
1.2 By entering into this Agreement, Apex Academic Centre (Pty) Ltd agrees to provide the Agency Services to the Tutor, who is an independent service provider, providing the Lessons to the Client on the terms and conditions set out in this Agreement.
1.3 In this Agreement, the following definitions apply:
- “Agency Fees” mean the fees charged by Apex Academic Centre (Pty) Ltd for the Agency Services;
- “Agency Services” mean the services offered by Apex Academic Centre (Pty) Ltd to the Tutor as described in this Agreement;
- “Agreement” means this agreement and any annexures or schedules to this Agreement, including Apex Academic Centre (Pty) Ltd’s privacy policy;
- “Client” means a Student who is 18 (eighteen) years old or older or, in the case of a Student who is under the age of 18 (eighteen) years old, a Parent of the Student or any legal entity or other adult, who through the Agency Services of Apex Academic Centre (Pty) Ltd, agrees to the Lessons to be provided by the Tutor;
- “Lesson Package” means a number of Lessons purchased by the Client as a package;
- “Lesson Schedule” means the register signed by the Client acknowledging that the Lesson has occurred;
- “Lessons” means each session in the Lesson Package that a Student receives from a Tutor;
- “Parent” means the person acting on behalf of the Student, such as a parent or guardian or carer or other party of the Student where the Student is under the age of 18 (eighteen) who is responsible for such Student and is legally authorised to act on the Student’s behalf;
- “Payment Schedule” Means setting out the dates by which Lesson Schedules and Requests for Payment must be received and the date for payment of the Tutor Fees to the Tutor, which may be updated from time to time;
- “Progress Feedback Report” means the monthly report detailing the Student’s progress to be compiled by the Tutor and submitted to Apex Academic Centre (Pty) Ltd to share with the Client;
- “Request for Payment” means the web-based request submitted by the Tutor to Apex Academic Centre (Pty) Ltd for payment of the Tutor Fees;
- “Student” means the person receiving the Lessons from the Tutor;
- “Apex Academic Centre (Pty) Ltd” means:
Apex Academic Centre Proprietary Limited (South African registration number 2021/689399/07), a private company incorporated under the company laws of the Republic of South Africa, with its registered address situated at 364 Jansmuts Avenue, Craighall, Johannesburg, Gauteng, 0219; email admin@apexacademiccentre.co.za; - “Tutor” means the tutor that that will provide the Lessons to Students;
- “Tutor Fees” mean the fees earned by the Tutor in respect of each Lesson, as advertised by Apex Academic Centre (Pty) Ltd to the Tutor, excluding the Agency Fees;
- “VAT” means Value-Added Tax chargeable in terms of the Value-Added Tax Act, 89 of 1991 (“VAT Act”), as may be amended from time to time.
2. PARTIES’ GENERAL OBLIGATIONS
2.1 Apex Academic Centre (Pty) Ltd shall provide the following Agency Services to the Tutor:
- introducing Tutors to Clients for Tutors to provide the Lessons;
- co-ordinating Lesson scheduling between the Client and Tutor;
- administrating and facilitating regular Progress Feedback Reports by Tutors to Clients;
- collecting the Client Fees from Clients;
- making payment of the Tutor Fees to the Tutor; and
- attending to any other reasonable administrative services for purposes of the Tutor providing the Lessons to the Student.
2.2 The Tutor will:
- indicate interest for available Lesson Packages that the Tutor is suitably qualified and available for;
- attend to each Lesson in accordance with this Agreement and the arrangement with the Client;
- complete the required Lesson Schedules and Progress Feedback Reports;
- render the necessary Request for Payment to Apex Academic Centre (Pty) Ltd; and
- attend to any other reasonable administrative services for purposes of providing the Lessons.
3. RELATIONSHIP BETWEEN APEX ACADEMIC CENTRE (PTY) LTD AND TUTORS
3.1 Tutors are independent service providers and Apex Academic Centre (Pty) Ltd acts as an agent for Tutors to facilitate the relationship between the Tutor and the Client for the provision of Lessons to Students.
3.2 Apex Academic Centre (Pty) Ltd is commissioned by Tutors to represent and support them, which representation includes Client-related support, negotiation of Client Fees, management of logistics, facilitation of value-added services and the collection, holding and releasing of Tutor Fees payable to the Tutor according to this Agreement.
3.3 Under no circumstances will the Tutor be considered an employee, agent, or partner of Apex Academic Centre (Pty) Ltd for any purposes.
4. BACKGROUND CHECKS
4.1 The Criminal Law (Sexual Offences and Related Matters) Amendment Act 32 of 2007, as amended from time to time (“Sexual Offences Act”), requires all persons who will work with a child (or person who is mentally disabled) to be checked against the National Register for Sex Offenders (“Register”) to determine whether they have been convicted of a sexual offence or have been alleged to have committed a sexual offence and dealt with in terms of sections 77(6) or 78(6) of the Criminal Procedure Act 51 of 1977, as amended (these sections apply where the accused is mentally incapacitated) against a child or a person who is mentally disabled. Where a person is included in the Register, that person may not be ’employed’ to work with a child or mentally disabled person in any circumstances.
4.2 The Tutor warrants that even though the obligations on ’employers’ in terms of the Sexual Offences Act will not apply to Apex Academic Centre (Pty) Ltd, the Tutor has not been listed in the Register and further agrees to immediately disclose to Apex Academic Centre (Pty) Ltd if at any time during the course of this Agreement the Tutor’s details will be included in the Register.
4.3 The Tutor acknowledges that this Agreement may be terminated with immediate effect on written notice by Apex Academic Centre (Pty) Ltd in the event of the Tutor’s details being included in the Register and Apex Academic Centre (Pty) Ltd will not suffer any liability for such termination of this Agreement whatsoever.
4.4 The Tutor indemnifies Apex Academic Centre (Pty) Ltd against any claims or loss that it may suffer as a result of the Tutor’s details being included in the Register.
5. ENGAGEMENT OPPORTUNITIES
5.1 Apex Academic Centre (Pty) Ltd undertakes to advertise information on interested Clients and interest in Lesson Packages to the Tutor in accordance with Apex Academic Centre (Pty) Ltd’s systems and policies.
5.2 The Tutor may confirm interest and availability to offer the Lessons required by the advertised Lesson Package to the Client but acknowledges that, among other factors, Client discretion dictates whether the Tutor will be appointed by the Client to render the Lessons to the specific Client.
5.3 Apex Academic Centre (Pty) Ltd does not warrant that this Agreement will result in the Tutor being engaged by a Client to provide the Lessons to a Student.
5.4 The Tutor may only confirm its interest to provide Lessons to a particular Student if the Tutor is suitably qualified to offer the Lessons required by the Lesson Package and in accordance with the scheduling requirements of the Client.
5.5 Apex Academic Centre (Pty) Ltd is under no obligation to introduce a particular Client or make a specific Lesson Package available to the Tutor.
6. APPLYING FOR LESSON PACKAGES
6.1 When a Client indicates interest in a Lesson Package, Apex Academic Centre (Pty) Ltd will make relevant information available to Tutors, including:
- the scheduling requirements of the Client, including the commitment required by the Tutor in order to attend to all of the Lessons in the Lesson Package;
- the subject matter of the Lessons;
- the Tutor Fee that the Tutor will receive in respect of each Lesson rendered;
- location of the Client; and
- details about the Student and other Student-specific information.
6.2 The Tutor must confirm its interest to offer the Lessons through Apex Academic Centre (Pty) Ltd’s systems.
6.3 Apex Academic Centre (Pty) Ltd will inform the Tutor and provide the Tutor with the relevant information about the Client and Lesson Package if the Tutor has been engaged by a Client.
7. LESSONS
7.1Â Apex Academic Centre (Pty) Ltd and the Client will agree on a schedule for Lessons, and Apex Academic Centre (Pty) Ltd will provide the Tutor with a Lesson Schedule outlining the relevant details for each Client.
7.2Â If needed, the Tutor and Client can arrange their own schedules, but the Tutor must inform Apex Academic Centre (Pty) Ltd of these arrangements as soon as possible and before each scheduled Lesson.
7.3Â Tutors are responsible for:
7.3.1Â Determining the preferred tutoring methods to ensure Client satisfaction.
7.3.2Â Ensuring they are knowledgeable about the subject matter and the Student’s needs.
7.3.3Â Planning and preparing for each Lesson to cover the appropriate subject matter and ensure the Lesson lasts the agreed duration.
7.3.4Â Providing necessary materials, tools, or supplies required for tutoring.
7.3.5Â Ensuring that Lessons occur as scheduled regarding time, date, and location.
7.4Â The Tutor acknowledges that if a Lesson exceeds the scheduled duration, the Tutor Fee will not be increased, and the Tutor cannot reduce the duration of future Lessons.
7.5Â Each session is one hour. If the Tutor conducts a session for less than an hour, they will not be paid for that session.
8. LESSON SCHEDULES
8.1Â Apex Academic Centre (Pty) Ltd will provide the Tutor with a Lesson Schedule for each Client.
8.2Â The Tutor agrees to present printed Lesson Schedules to the Client at the end of each Lesson.
8.3Â The Client must sign the Lesson Schedule to confirm that the Lesson took place.
8.4Â The Tutor must submit the signed Lesson Schedule to Apex Academic Centre (Pty) Ltd each month to receive Tutor Fees for completed Lessons. Schedules must be submitted according to the Payment Schedule.
8.5 Apex Academic Centre (Pty) Ltd will pay the Tutor Fees for the past month’s Lessons confirmed by the Client on each Lesson Schedule and submitted according to the Payment Schedule. Late or unsigned Lesson Schedules may delay payment of Tutor Fees.
9. PROGRESS FEEDBACK REPORTS
9.1 The Tutor must provide written feedback on the Student’s progress during the tutored Lessons each month.
9.2Â The Tutor shall complete a Progress Feedback Report through Apex Academic Centre (Pty) Ltd’s website for each Student every month.
9.3Â Progress Feedback Reports must be submitted by the Tutor by the due date specified in the Payment Schedule to the following email: principal@apexacademiccentre.co.za.
9.4Â Late submission of Progress Feedback Reports may delay payment of the corresponding Tutor Fees as indicated in the Payment Schedule.
10. FEES AND PAYMENT
10.1Â Apex Academic Centre (Pty) Ltd collects Client Fees directly from the Client on behalf of the Tutor as part of the Agency Services and deducts the Agency Fees from the Client Fees before paying the Tutor Fees to the Tutor.
10.2Â The Tutor agrees that in consideration for the Agency Services provided by Apex Academic Centre (Pty) Ltd, Apex Academic Centre (Pty) Ltd will charge the Tutor the Agency Fees inclusive of VAT.
10.3Â Apex Academic Centre (Pty) Ltd will hold the Tutor Fees on behalf of the Tutor and make monthly payments to the Tutor in arrears according to the terms of this Agreement.
10.4Â Request for Payment:Â The Tutor is required to provide Apex Academic Centre (Pty) Ltd with a monthly Request for Payment as per the Payment Schedule, in addition to the Progress Feedback Report. The Request for Payment must include the following information:
10.4.1Â The number of Lessons tutored by the Tutor per Client.
10.4.2Â The Tutor Fee per Lesson per Client and the applicable VAT amount if the Tutor is a registered VAT vendor.
10.4.3Â The banking details of the Tutor.
10.4.4Â A copy of the completed Lesson Schedule per Client.
10.5Â Tutor Fees:Â The Tutor will only receive payment of the Tutor Fees correctly included on the Request for Payment and evidenced by Lesson Schedules and Progress Feedback Reports.
10.6Â No Interest:Â In the event that the Tutor does not receive all requested Tutor Fees in a particular month, Apex Academic Centre (Pty) Ltd will not be liable to pay any interest on such Tutor Fees.
10.7Â Beyond the Tutor Fees, the Tutor is not entitled to any additional compensation for the Lessons unless agreed otherwise in writing and signed by both parties.
10.8Â Payment Method:Â All Tutor Fees will be paid to the Tutor via electronic transfer to the nominated bank account recorded in the tutor portal and the Request for Payment. Payment will be made according to the Payment Schedule unless otherwise agreed.
10.9Â Foreign Currency:Â If the Tutor requires payment in a currency other than South African Rand or into a bank account outside of South Africa, the Tutor agrees that any payments will be net of all bank charges and exchange rate-related fees arising from currency conversions and transfers.
10.10Â Taxes:Â Except for VAT, which Apex Academic Centre (Pty) Ltd will pay only if the Tutor is VAT registered, all taxes and deductions imposed by this Agreement are the Tutor’s responsibility. The Tutor absolves Apex Academic Centre (Pty) Ltd from liability for any claims, taxes, or penalties related to employment status and indemnifies Apex Academic Centre (Pty) Ltd against such claims.
10.11Â No Direct Payment to Tutors:Â The Tutor acknowledges Apex Academic Centre (Pty) Ltd’s role in accepting the Tutor Fee on behalf of the Tutor and agrees that all Client Fees are payable directly to Apex Academic Centre (Pty) Ltd. The Tutor agrees not to accept payment directly from the Client and to inform Apex Academic Centre (Pty) Ltd of any such attempts.
10.12Â Reasonable Cancellation Fee:Â If a Client cancels or reschedules a Lesson or Lesson Package without providing necessary notice as per clause 12.1 or requests a Tutor replacement without notice as per clause 13.1, the Tutor shall have the right to receive payment for the canceled or rescheduled Lesson, provided the Client has paid Apex Academic Centre (Pty) Ltd.
11. LESSON PACKAGES AND LESSONS
11.1 Lesson Description The type of Lesson (e.g., single Student or group of Students) and duration (e.g., 2 hours) of a Lesson Package purchased by a Client are fixed at purchase and cannot be modified without the express approval of Apex Academic Centre (Pty) Ltd, considering the Tutor’s availability. Changes requested by a Client will only be made after consultation with the Tutor. These changes may result in adjustments to the Lesson Schedule and/or the Tutor Fee for that Lesson Package.
11.2 Late Arrival by Student If the Student arrives late for a Lesson, the Tutor is not obligated to extend the Lesson duration and may end the Lesson at the scheduled time according to the Lesson Schedule. The Client agrees to make every effort to inform the Tutor of their estimated arrival time. The Tutor will record the start and end times of the Lesson on the Lesson Schedule and inform Apex Academic Centre (Pty) Ltd of any delays or extensions immediately.
11.3 Late Arrival by Tutor
11.3.1Â Tutors are expected to arrive on time for Lessons. If a Tutor is late, they must inform the Client and Apex Academic Centre (Pty) Ltd as soon as possible, providing an estimated and actual time of arrival. The arrival time must be recorded on the Lesson Schedule.
11.3.2Â The Client will be credited with the time the Tutor was late, in increments of 5 minutes, which can be redeemed at the Client’s discretion or at the end of the Lesson, considering the Tutor’s schedule and availability. Apex Academic Centre (Pty) Ltd will provide an official record to the Client and Tutor reflecting the credited time.
11.3.3Â A Tutor’s late arrival for a Lesson may result in the Tutor Fee for that Lesson being withheld by Apex Academic Centre (Pty) Ltd until the Tutor makes up for all the credited time.
11.3.4Â If the Client cancels the Lesson Package due to the Tutor’s repeated lateness, the Tutor will forfeit any Tutor Fees if Apex Academic Centre (Pty) Ltd has to refund the Client due to the cancellation.
11.4 Signing of Lesson Schedules The Client must confirm the occurrence of Lessons by signing the Lesson Schedule provided by the Tutor at the end of each Lesson.
12. RESCHEDULING OF LESSONS
12.1 Client Rescheduling Notice Requirement The Client agrees that to reschedule a Lesson, they must provide Apex Academic Centre (Pty) Ltd with a minimum of 6 business hours’ written notice (business hours being 08h00 to 17h00, Monday to Friday, excluding public holidays) before the scheduled Lesson to avoid forfeiting it. For instance, a Lesson scheduled for 13h00 on Tuesday should be rescheduled by 16h00 on Monday. Apex Academic Centre (Pty) Ltd will promptly notify the Tutor of the rescheduling.
12.2 Tutor Rescheduling Notice Requirement If a Tutor needs to reschedule a Lesson due to unforeseen urgent circumstances (e.g., exams, work schedule, safety concerns, family emergencies, transport issues, or illness), they must provide Apex Academic Centre (Pty) Ltd with a minimum of 6 business hours’ written notice before the scheduled Lesson. For instance, a Lesson scheduled for 13h00 on Tuesday should be notified by 16h00 on Monday. Non-urgent rescheduling by a Tutor will be a breach of contract and may lead Apex Academic Centre (Pty) Ltd to cancel this Agreement as per clause 19.
13. TUTORS
13.1 Replacement of Tutors If a Client is dissatisfied with a Tutor’s Lessons, Apex Academic Centre (Pty) Ltd will strive to replace the Tutor with a suitable alternative. The Client must request this replacement with at least 6 business hours’ written notice before the next scheduled Lesson to avoid forfeiting it. The Tutor acknowledges the Client’s right to request a replacement.
13.2 Withdrawal by Tutor Tutors may withdraw from a particular Lesson Schedule with reasonable written notice (as per clause 12.2) to Apex Academic Centre (Pty) Ltd for urgent reasons (e.g., exams, work schedule, safety concerns, family emergencies, transport issues, or illness). Non-urgent withdrawals by a Tutor will be a breach of contract and may result in Apex Academic Centre (Pty) Ltd cancelling this Agreement as per clause 19
14. NON-CIRCUMVENTION
14.1Â During this Agreement and for 12 months thereafter, the Tutor agrees not to provide any private tutoring services, paid or unpaid, to Clients introduced by Apex Academic Centre (Pty) Ltd (“Referred Clients”).
14.2Â If a Tutor is found offering private tutoring services to Referred Clients during the term of this Agreement, Apex Academic Centre (Pty) Ltd may immediately cancel this Agreement.
14.3Â If this Agreement is cancelled per clause 14.2:
14.3.1Â Apex Academic Centre (Pty) Ltd will specify which scheduled Lessons the Tutor may complete, which may be none.
14.3.2Â The Tutor will only be entitled to Tutor Fees for Lessons actually completed.
14.3.3Â The Tutor must comply with the requirements for receiving Tutor Fees for completed Lessons by providing the required Request for Payment, Lesson Schedules, and Progress Feedback Reports.
15. WARRANTIES AND REPRESENTATIONS
15.1Â Apex Academic Centre (Pty) Ltd warrants that all Agency Services will be provided professionally and comply with this Agreement. Aside from this warranty, no other warranties or representations are made. The Tutor’s exclusive remedy for breach of warranty is re-performance of the Agency Services or termination of this Agreement with a refund of the paid portion of the Agency Fees.
15.2Â The Tutor warrants to and in favour of Apex Academic Centre (Pty) Ltd that:
15.2.1Â The Tutor has the legal capacity to agree to and be bound by this Agreement and is 18 years or older.
15.2.2Â The Tutor will not do anything that might harm the business, interests, or goodwill of Apex Academic Centre (Pty) Ltd.
15.2.3Â The Tutor will comply with all applicable laws and regulations of the Republic of South Africa while providing Lessons.
15.2.4Â The Tutor will meet with Apex Academic Centre (Pty) Ltd representatives as agreed to discuss the progress and quality of Lessons.
15.2.5Â The Tutor will perform Lessons with utmost care and skill and act in good faith towards Apex Academic Centre (Pty) Ltd and all Clients.
15.2.6Â The Tutor is appropriately experienced and qualified to provide Lessons.
15.2.7Â This Agreement is valid, binding, and enforceable against the Tutor.
15.3Â Each warranty given by the Tutor:
15.3.1Â Is a separate warranty and not limited by other warranties or terms in this Agreement.
15.3.2Â Continues to be in force even if this Agreement is suspended or cancelled.
15.3.3Â Is deemed to be material.
16. LIMITED LIABILITIES
1. To the extent permitted by applicable laws, the maximum liability of Apex Academic Centre (Pty) Ltd to the Tutor for any costs, claims, penalties, awards, determinations, or damages (including, without limitation, any indirect, incidental, special, consequential, punitive, exemplary, or other similar damages) that the Tutor may suffer or incur, arising out of or in connection with, whether directly or indirectly, the entering into, implementation and/or termination of this Agreement, shall be an amount equal to the Agency Fees paid to Apex Academic Centre (Pty) Ltd by the Tutor in respect of the specific Lesson Package of the Client from which the costs, claims, penalties, awards, determinations, or damages arose.
2. Apex Academic Centre (Pty) Ltd shall not be liable to the Tutor for any consequential losses suffered or incurred by the Tutor under any circumstances.
17. INDEMNITY
The Tutor indemnifies Apex Academic Centre (Pty) Ltd against any claims by any third party, including claims by Clients, that Apex Academic Centre (Pty) Ltd may suffer or incur as a result of any breach by the Tutor of any of the terms of this Agreement.
18. ACCEPTABLE USE
Tutor conduct towards Clients and/or Students. The Tutor shall:
- Request all necessary information from the Client prior to each Lesson that the Tutor may require in order to properly assist the Student during each Lesson.
- Only use language that is appropriate and not offensive or discriminatory and treat the Client and/or Student fairly and with respect.
- Ensure that all communications with the Client and/or Student are appropriate and limited to what is relevant for the Lesson.
- Not discuss any personal matters with the Client and/or Student or allow any form of counseling to the Client and/or Student.
- Not make any inappropriate suggestions to the Client and/or Student.
- Not send any unsolicited communications to the Client and/or Student.
- Report any dispute or issue, including any inappropriate behavior or illegal activity, with a Client and/or Student to a Parent and/or Apex Academic Centre (Pty) Ltd.
Where the Student is a minor, ensure that a Parent is present during the Lesson or that the Student is comfortable to continue the Lesson without a Parent being present.
19. TERMINATION
1. At any time, either Apex Academic Centre (Pty) Ltd or the Tutor may terminate the Agreement for any reason or no reason by giving 30 (thirty) calendar days’ advance written notice to the other party. In addition to the required notice, the Tutor may be required to complete all outstanding Lessons in any booked Lesson Packages if required by Apex Academic Centre (Pty) Ltd and this Agreement shall continue to apply until such Lessons have been completed and the Tutor has complied with all obligations in respect of such Lessons.
2. If the Tutor terminates the agreement before giving 30 (thirty days) Notice, the Tutor will not be paid the money of the lessons completed.
Apart from any other provision of this Agreement, Apex Academic Centre (Pty) Ltd shall have the right to terminate the Agreement immediately without notice or liability for further compensation or any damages if the Tutor is guilty of, or there are reasonable grounds for suspecting that the Tutor is guilty of, any gross negligence, breach of any law or regulations applicable to the Lessons, incompetence in the performance of the Lessons, breach of any provision of this Agreement, including providing inadequate notice to reschedule Lessons or withdraw from a Lesson Package, defrauding or attempting to defraud Apex Academic Centre (Pty) Ltd, its agents or customers, or misconduct prejudicial to the interests of Apex Academic Centre (Pty) Ltd or any of its subsidiary or associated companies.
20. DISPUTES
1. In the event of a dispute between the Client and a Tutor regarding their working relationship or the Lessons conducted, the Tutor authorizes Apex Academic Centre (Pty) Ltd to assist in investigating and mediating such dispute with the Client on its behalf.
2. Other than in respect of those provisions of this Agreement which provide for their own remedies which would be incompatible with arbitration, any dispute which arises in regard to:
- the interpretation of;
- the carrying into effect of;
- any of the parties’ rights and obligations arising from;
- the termination or purported termination of or arising from the termination of; or
- the rectification or proposed rectification of, this Agreement, or out of or pursuant to this Agreement between the Tutor and Apex Academic Centre (Pty) Ltd (other than where an interdict is sought, or urgent relief may be obtained from a court of competent jurisdiction) shall be submitted to and decided by arbitration in accordance with the arbitration rules and legislation for the time being in force in the Republic of South Africa
3. That arbitration shall be held with only the parties and their representatives present at Johannesburg.
4. The parties shall use their best endeavors to procure the expeditious completion of the arbitration.
5. The parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential.
6. The arbitrator shall have the power to give default judgment if any party fails to make submissions on the due date and/or fails to appear at the arbitration.
7. The arbitrator’s award shall be final and binding on the parties.
8. The costs of any venue, arbitrator’s remuneration, recording, transcription, and other costs and expenses ancillary to the hearing shall be borne by the parties in equal shares and shall be recoverable, as costs in the cause in terms of the provisions of any award. The parties, together with the arbitrator will agree from time to time on the arbitrator’s remuneration, which will be paid by the parties in equal shares, upon receipt of invoices.
9. The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.
21. GENERAL
1. Changes to the Agency Services. Apex Academic Centre (Pty) Ltd shall inform Tutors of any material changes to the Agency Services by manner of email or prominent notice on its websites. Continued use of the Agency Services after this notice has been displayed shall be deemed as your acceptance of the changes to the Agency Services.
2. Intellectual Property. The Tutor acknowledges and agrees that all right, title, and interest in, and to, any of Apex Academic Centre (Pty) Ltd’s intellectual property (including but not limited to any copyright, trademark, design, logo, process, practice, or methodology which forms part of, or is displayed or used on Apex Academic Centre (Pty) Ltd’s websites or the Agency Services including, without limitation, any graphics, logos, designs text, button icons, images, audio clips, digital downloads, data compilations, page headers, and software) is proprietary to Apex Academic Centre (Pty) Ltd or the respective owner(s)’ property and will remain our or the owner’s property at all times. The Tutor agrees that it will not acquire any rights of any nature in respect of that intellectual property by using the Agency Services.
3. Personal information. Apex Academic Centre (Pty) Ltd takes the right to privacy seriously and is committed to taking steps to protect the Client’s and Tutor’s privacy and implements business practices that comply with applicable laws, including the Protection of Personal Information Act 4 of 2013 (“POPI”) and the General Data Protection Regulation ((EU) 2016/679) (“GDPR”). All personal information of Clients and Tutors will be processed in accordance with Apex Academic Centre (Pty) Ltd’s privacy policy and in compliance with applicable laws. The privacy policy can be found on Apex Academic Centre (Pty) Ltd’s websites. The Tutor also agrees to only process personal information received as a result of this Agreement or received for purposes of providing the Lessons in a manner compliant with POPI and the GDPR.
4. Entire agreement. This Agreement constitutes the whole agreement between the parties relating to the subject matter of this Agreement and supersedes any other discussions, agreements, and/or understandings regarding the subject matter of this Agreement.
5. Neither party shall disclose any confidential information to any third party without the prior written approval of the other party unless required by law.
6. Law and jurisdiction. This Agreement and all obligations connected to it or arising from it shall be governed and interpreted in terms of the laws of South Africa. Each party submits to the jurisdiction of the South African courts.
7. Good faith. The parties shall in their dealings with each other display good faith.
8. No waiver. The failure of Apex Academic Centre (Pty) Ltd to insist upon or enforce strict performance by the Tutor of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of Apex Academic Centre (Pty) Ltd’s right to enforce any such provision or right in any other instance.
9. No assignment. The Tutor will not be entitled to cede its rights or delegate its obligations in terms of this Agreement without the express prior written consent of Apex Academic Centre (Pty) Ltd.
10. Relationship between the parties. The parties agree that neither party is a partner of the other party and neither party will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
11. No representation. To the extent permissible by law, no party shall be bound by any express or implied or tacit term, representation, warranty, promise, or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
12. Any provision in this Agreement which is or may become illegal, invalid, or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement.
13. No stipulation. No part of this Agreement shall constitute a stipulation in favour of any person who is not a party to this Agreement unless the provision in question expressly provides that it does constitute such a stipulation.
14. Being reduced to writing and signed. For purposes of this Agreement, being reduced to “writing” and “signed” shall:
15. Not include any written email sent between the parties containing their email signatures; and
16. Include a scanned attachment of an originally signed document or an attachment of a digitally signed document in respect of such email.
17. Notices
18. Apex Academic Centre (Pty) Ltd selects the address and email address indicated in clause 1.3.13 above, as updated from time to time, as its physical and email address for the service of all formal notices and legal processes in connection with this Agreement.
19. The Tutor hereby selects the physical and email address indicated on each Request for Payment as its physical and email address for service of all formal notices and legal processes in connection with this Agreement. The Tutor may change these details by providing Apex Academic Centre (Pty) Ltd with 7 (seven) days’ notice in writing.
20. Service via email shall be accepted in all cases where notice is required. Service via email is deemed to be received at the time and date of sending, subject to the terms of this Agreement that may regulate alternative specific notice requirements in some instances.