Apex Academic Centre · Legal
Tutor Terms & Conditions
Independent contractor agreement
These Tutor Terms & Conditions govern the relationship between Apex Academic Centre and you as an independent Tutor providing Lessons through Apex. Please read them together with our Privacy Policy and Tutor Code of Conduct.
This Agreement governs the relationship between Apex Academic Centre (Pty) Ltd and you, an independent Tutor, when Apex provides agency services to you and you provide Lessons to Students. Please read it together with the Tutor Code of Conduct and the Privacy Policy, which form part of this Agreement.
1Definitions And Interpretation
1.1
In this Agreement, unless the context indicates otherwise:
“Apex”, “we”, “us” or “our” means Apex Academic Centre (Pty) Ltd, registration number 2021/689399/07, with its registered office at 346 Jan Smuts Avenue, Craighall, Johannesburg, Gauteng, and its principal operating address at 55 Richards Drive, Halfway House, Midrand, 1685; email support@apexacademiccentre.co.za;
“Agency Fees” means the fees Apex charges the Tutor for the Agency Services;
“Agency Services” means the services Apex provides to the Tutor under this Agreement;
“Apex’s Custom LMS” means the online learning and booking platform operated by Apex, known as the MyAPEX app, through which Lessons are booked, scheduled, delivered, recorded and managed, and through which Apex, Clients, Students and Tutors communicate and exchange Lesson work;
“Booking” means a request by a Client, through Apex’s Custom LMS, for a Tutor to provide a Lesson or Lesson Package to a Student;
“Client” means a Student aged 18 or older, or, where the Student is under 18, the Parent or other Competent Person who, through the Agency Services, agrees to the Lessons being provided by the Tutor;
“Lesson”, “Lesson Package”, “Lesson Schedule”, “Parent”, “Student” / “Learner” have the meanings given to them in the Client Terms and Conditions;
“Payment Schedule” means the schedule setting out the dates by which Lesson Schedules and Requests for Payment must be received, and the date for payment of the Tutor Fees, as updated from time to time;
“Progress Feedback Report” means the monthly report on a Student’s progress completed by the Tutor and shared with the Client through Apex;
“Recording” means the automatic audio-visual recording of online Lessons made through Apex’s Custom LMS;
“Request for Payment” means the request submitted by the Tutor to Apex for payment of the Tutor Fees;
“Tutor”, “you” or “your” means the independent tutor who provides the Lessons to Students;
“Tutor Fees” means the fees earned by the Tutor for each Lesson, as advertised by Apex to the Tutor, excluding the Agency Fees.
1.2
Headings are for convenience only. References to legislation are to that legislation as amended.
2Nature Of The Relationship
2.1
Agency. The Tutor is an independent service provider. Apex acts as the Tutor’s agent to facilitate the relationship between the Tutor and the Client for the provision of Lessons. Apex is commissioned by the Tutor to represent and support the Tutor, including Client-related support, negotiation of Fees, management of logistics, and the collection, holding and release of Tutor Fees.
2.2
Not an employee. Under no circumstances is the Tutor an employee or partner of Apex. The Tutor is responsible for the manner and method of providing the Lessons and is not entitled to any employment benefits.
2.3
Tutor’s taxes. The Tutor is responsible for its own income tax and any other taxes arising from its activities, and indemnifies Apex against any claim relating to the Tutor’s tax or employment status.
3. APEX’S AND THE TUTOR’S OBLIGATIONS
3.1
Apex will: introduce Tutors to Clients; co-ordinate Lesson scheduling and host online Lessons on Apex’s Custom LMS; administer and facilitate Progress Feedback Reports; collect the Fees from Clients; pay the Tutor Fees to the Tutor; and attend to reasonable related administration.
3.2
The Tutor will: indicate interest in suitable Lesson Packages; respond to Bookings and attend each Lesson as arranged; complete the Lesson Schedules and Progress Feedback Reports; submit the Request for Payment; comply with the Tutor Code of Conduct and the safeguarding requirements in this Agreement; and attend to reasonable related administration.
4Screening And Eligibility
4.1
Screening is a condition of engagement. The Tutor acknowledges that the Lessons involve working with children. Before the Tutor may provide any Lessons through Apex, and as a continuing condition of doing so, Apex requires and verifies each of the following. A self-declaration by the Tutor is not sufficient on its own:
a check against the National Register for Sex Offenders (NRSO) in terms of the Criminal Law (Sexual Offences and Related Matters) Amendment Act 32 of 2007;
a check against Part B of the National Child Protection Register (NCPR) in terms of the Children’s Act 38 of 2005;
a valid police clearance certificate;
registration with the South African Council for Educators (SACE); and
verification of the Tutor’s identity (a South African identity number consists of 13 digits).
4.2
Ongoing duty to disclose. The Tutor warrants that it is not listed on the NRSO or the NCPR, and undertakes to inform Apex immediately if at any time the Tutor’s details are or will be entered on either Register, or if any police clearance or SACE status changes.
4.3
Effect of listing. If the Tutor’s details are entered on the NRSO or the NCPR, Apex may terminate this Agreement with immediate effect on written notice, and the Tutor may not provide any further Lessons.
4.4
Re-verification. Apex may re-verify any of the above from time to time, and the Tutor agrees to co-operate.
5Safeguarding And Conduct With Students
5.1
Code of Conduct. The Tutor must comply with the Tutor Code of Conduct at all times. The Code forms part of this Agreement.
5.2
In-person Lessons. Where a Lesson is in person, it must take place in a visible, common area with a Parent or other responsible adult present or nearby. A Lesson must not take place behind a closed door, in a Student’s bedroom, or alone with a Student in a private space, and the Tutor must not transport a Student.
5.3
Communication. All communication between the Tutor and a Client, Parent or Student must take place on Apex’s Custom LMS (the MyAPEX app). The Tutor must not contact a Student, Parent or Client privately or off-platform (including by personal phone number, personal email, SMS, WhatsApp or social media). The Tutor must not give out, request, accept or exchange personal contact details with a Client, Parent or Student, and must not invite or accept any connection with them on social media. Where a Client, Parent or Student attempts to move communication off the platform, the Tutor must decline and report it to Apex.
5.4
Mandatory reporting. If the Tutor knows or reasonably suspects that a child has been abused or is in need of care and protection, the Tutor must report it without delay to Apex’s Safeguarding Lead and, as required by section 110 of the Children’s Act, to the relevant authorities.
5.5
Acceptable use. In dealing with Clients and Students, the Tutor shall: request the information needed to assist the Student; use appropriate, non-discriminatory language; keep communications appropriate and relevant to the Lesson; not discuss personal matters or provide counselling; not make inappropriate suggestions or send unsolicited communications; and report any dispute, inappropriate behaviour or illegal activity to a Parent and/or Apex.
5.6
Homework and Student work. Any homework, exercises, tasks or assessments the Tutor sets must be issued through Apex’s Custom LMS (the MyAPEX app), and all Student work must be submitted and returned through the platform. The Tutor must not set, send, receive or mark Student work by personal email, WhatsApp, SMS, social media or any other channel outside the platform, and must not ask a Student or Parent to send work in that way.
5.7
Third-party platforms and tools. Lessons must be delivered, and all Lesson work exchanged, on Apex’s Custom LMS (the MyAPEX app). The Tutor must not require, invite or permit a Student, Parent or Client to register for, subscribe to, log in to or create an account on any third-party platform, application or service in connection with the Lessons, and must not register a Student on any such platform under the Tutor’s own account or subscription, whether or not the Tutor bears the cost. The Tutor must not share a Student’s personal information with any third party for this purpose. Where a Tutor wishes to use a third-party resource or tool in a Lesson, the Tutor must obtain Apex’s prior written approval, and Apex may refuse or withdraw approval at its discretion. This clause does not prevent the Tutor from using material the Tutor has lawfully obtained in preparing a Lesson, provided no Student, Parent or Client is required to register with, or have their personal information shared with, any third party.
6Recording And Monitoring
6.1
Online Lessons on Apex’s Custom LMS are recorded automatically. By providing Lessons, the Tutor consents to being recorded. The Tutor must not make any separate or personal recording of a Lesson and must not copy, share or distribute any Recording. Recordings are processed in accordance with the Privacy Policy.
6.2
Monitoring of communications. All communication and Lesson work exchanged on Apex’s Custom LMS — including messages between the Tutor and a Client, Parent or Student — is logged and may be accessed and reviewed by authorised Apex personnel for quality assurance, safeguarding, training, compliance and the resolution of disputes. The Tutor acknowledges that communications on the platform are not private between the Tutor and the Client, Parent or Student, and agrees to conduct all such communication accordingly. Monitoring is carried out in accordance with POPIA and the Privacy Policy.
6.3
Access to and oversight of Recordings. Recordings of a Lesson are available to the assigned Student, the Parent or Competent Person responsible for that Student, the assigned Tutor, and authorised Apex administrators. Apex’s administrators oversee and review Recordings for quality assurance, safeguarding, training and the resolution of disputes. The Tutor acknowledges that any Lesson may be reviewed, and that a Parent may view a Recording of their child’s Lesson.
7Engagement Opportunities
7.1
Engagement. Apex will advertise available Lesson Packages and related information (scheduling, subject, Tutor Fee, location and Student details). The Tutor may confirm interest through Apex’s systems where suitably qualified and available, but the Client’s discretion determines whether the Tutor is appointed. Apex does not warrant that the Tutor will be engaged.
7.2
Conducting Lessons. The Tutor is responsible for choosing appropriate methods, knowing the subject and the Student’s needs, preparing for each Lesson, providing the necessary materials, and ensuring each Lesson occurs as scheduled. If a Lesson runs over, the Tutor Fee is not increased; the Tutor may not shorten future Lessons to compensate.
7.3
Duration. Each Lesson is one hour unless otherwise agreed.
7.4
Lesson Schedules. The occurrence of each Lesson is confirmed by the Lesson Schedule, which for online Lessons includes the session log from Apex’s Custom LMS, and for in-person Lessons is signed by the Client at the end of the Lesson. The Tutor must submit the confirmed Lesson Schedules each month in line with the Payment Schedule. Late or unconfirmed Lesson Schedules may delay payment.
7.5
Progress Feedback Reports. The Tutor must complete a monthly Progress Feedback Report for each Student through Apex’s systems, by the date in the Payment Schedule. Late submission may delay payment.
7.6
Lesson preparation and materials. The Tutor is responsible for preparing each Lesson and for sourcing and supplying any teaching or learning material used in it, subject to the clause headed “Third-party platforms and tools”. Apex does not prepare Lessons, does not provide lesson plans, and does not undertake to supply teaching or learning material to the Tutor. Where Apex does make its own resources available to Tutors, it will say so in writing and those resources are provided on the terms Apex specifies; no Tutor is entitled to require Apex to supply material. No additional Tutor Fee is payable for preparation time.
8How Booking Works
8.1
Receiving a Booking. When a Client completes and pays for a Booking and Apex has reviewed it, the selected Tutor receives the booking request through Apex’s Custom LMS, with the details of the Booking, including the subject and curriculum, the grade, the delivery mode (online or in person), the schedule, the location (for in-person Lessons), relevant Student information, and the Tutor Fee for the Lessons.
8.2
Accepting or rejecting. The Tutor accepts or rejects the Booking through Apex’s systems. The Tutor is recommended to the Client on the basis of the Tutor’s profile and stated availability, and is not engaged for the Booking until it is confirmed. A Booking is confirmed only once Apex has confirmed it and the Tutor has accepted.
8.3
If the Tutor does not respond or rejects. If the Tutor rejects or does not respond, Apex may offer the Booking to another suitable Tutor. The Tutor acknowledges that repeated failure to respond to Bookings may be taken into account by Apex and may affect future engagement opportunities.
8.4
After confirmation. Once the Booking is confirmed, a class is created on Apex’s Custom LMS, the Tutor and Client are notified, and the Tutor is committed to providing the Lessons in accordance with this Agreement, including the obligations relating to Lesson Schedules, Progress Feedback Reports and the Tutor Code of Conduct. Lessons do not start until the Booking is confirmed.
8.5
One-on-one Lessons. Each Booking is an independent, one-on-one arrangement: one Tutor, one Student, one subject and one scheduled time slot. Where a Client has more than one child, each is a separate Booking and a separate session.
9Fees And Payment
9.1
Collection. Apex collects the Client Fees directly from the Client on behalf of the Tutor and deducts the Agency Fees before paying the Tutor Fees to the Tutor. The Tutor must not accept payment directly from a Client and must inform Apex of any attempt to pay directly.
9.2
Tutor Fees. Apex holds the Tutor Fees on behalf of the Tutor and pays them monthly in arrears. Payment is made on the 2nd (second) day of each month, for Lessons delivered during the previous calendar month. Where the 2nd falls on a Saturday, Sunday or South African public holiday, payment is made on the next business day. The Tutor is paid for Lessons evidenced by confirmed Lesson Schedules and the required Progress Feedback Reports. No interest is payable on Tutor Fees held.
9.3
Request for Payment. Each month the Tutor must submit a Request for Payment showing the number of Lessons per Client, the Tutor Fee per Lesson per Client, the Tutor’s banking details, and a copy of each confirmed Lesson Schedule.
9.4
Payment method. Tutor Fees are paid by electronic transfer to the Tutor’s nominated bank account. Tutors paid locally are paid by EFT in South African Rand; Tutors paid internationally are paid through PayPal. Payment is made in line with the Payment Schedule unless otherwise agreed.
9.5
Foreign currency. Where the Tutor requires payment in a currency other than Rand, or into an account outside South Africa, payment is made net of all bank charges and exchange-rate costs arising from the conversion and transfer.
9.6
Cancellation cover. If a Client cancels or reschedules a Lesson without the required notice, or requests a replacement Tutor without the required notice, the Tutor is entitled to be paid for that Lesson, provided the Client has paid Apex for it.
9.7
Lesson Packages. Where a Booking is for a Lesson Package, the Tutor Fee is calculated and paid per Lesson. In each monthly payment the Tutor is paid only for those Lessons in the Package that were actually delivered during the preceding calendar month and evidenced by confirmed Lesson Schedules. The Tutor is not paid the full value of a Lesson Package in advance, or in any single month, unless every Lesson in that Package was delivered in that month.
9.8
Packages spanning more than one month. A Lesson Package may be completed over more than one month. Any Lessons in a Package that are not delivered in a given month carry over and are paid in the month in which they are actually delivered. Apex does not guarantee that any Lesson Package will be completed within any particular period.
9.9
Amounts shown in Apex’s systems. Any Package value or total shown to the Tutor in Apex’s Custom LMS, dashboard or Booking information represents the total value of that Lesson Package over its full duration. It is not an amount due or payable in any single month, and does not entitle the Tutor to payment for Lessons that have not been delivered.
10Late Arrival And Rescheduling
10.1
Late arrival by Student. If the Student is late, the Tutor need not extend the Lesson and may end it at the scheduled time, recording the actual times on the Lesson Schedule.
10.2
Late arrival by Tutor. If the Tutor is late, the Tutor must inform the Client and Apex and record the times. The Client is credited with the lost time in 5 (five) minute increments. A Tutor Fee may be withheld until the credited time is made up, and if a Client cancels because of the Tutor’s repeated lateness, the Tutor forfeits the Tutor Fee for any Lesson Apex must refund.
10.3
Rescheduling notice. If the Client or the Tutor needs to reschedule, at least 6 (six) business hours’ written notice must be given before the Lesson (business hours being 08h00 to 17h00, Monday to Friday, excluding public holidays). Non-urgent rescheduling by the Tutor is a breach and may lead Apex to cancel this Agreement under the section headed “Termination”.
11Non-Circumvention
11.1
During this Agreement and for 12 (twelve) months after it ends, the Tutor must not provide private tutoring, paid or unpaid, to any Client introduced by Apex (a “Referred Client”). If the Tutor breaches this, Apex may cancel this Agreement immediately, and the Tutor will be entitled only to Tutor Fees for Lessons actually completed, on providing the required Request for Payment, Lesson Schedules and Progress Feedback Reports.
12Warranties
12.1
Apex. Apex warrants that the Agency Services will be provided professionally and in accordance with this Agreement. The Tutor’s sole remedy for breach of this warranty is re-performance of the Agency Services or termination and a refund of the paid portion of the Agency Fees.
12.2
Tutor. The Tutor warrants that it: has the legal capacity to enter into this Agreement and is 18 or older; will not harm Apex’s business, interests or goodwill; will comply with all applicable South African law while providing Lessons; will meet Apex representatives as agreed to discuss quality and progress; will perform the Lessons with care and skill and in good faith; and is suitably experienced and qualified. Each warranty is separate, continues after suspension or cancellation, and is material.
13Limitation Of Liability And Indemnity
13.1
Cap. To the extent permitted by law, Apex’s maximum liability to the Tutor in connection with this Agreement is limited to the Agency Fees paid by the Tutor for the relevant Lesson Package, and Apex is not liable for any consequential loss.
13.2
Indemnity. The Tutor indemnifies Apex against any third-party claim, including a claim by a Client, arising from the Tutor’s breach of this Agreement or from the Tutor’s conduct in providing the Lessons.
14Termination
14.1
On notice. Either party may terminate this Agreement on 30 (thirty) calendar days’ written notice. The Tutor may be required to complete Lessons already booked, and this Agreement continues to apply until those Lessons are completed.
14.2
Payment for completed Lessons. On termination for any reason, the Tutor remains entitled to be paid for Lessons actually completed and properly evidenced. Short notice of termination by the Tutor does not forfeit Tutor Fees already earned for completed Lessons; Apex’s remedy for short notice is dealt with as a breach of the notice obligation.
14.3
Immediate termination. Apex may terminate immediately, without liability for further compensation, where the Tutor is guilty of (or there are reasonable grounds to suspect) gross negligence, a breach of any law applicable to the Lessons, a serious breach of this Agreement, fraud, a safeguarding breach, or misconduct prejudicial to Apex.
15Disputes And Governing Law
15.1
This Agreement is governed by South African law, and the parties submit to the jurisdiction of the South African courts. A dispute between the Tutor and Apex (other than where urgent or interim relief is sought) may be referred to arbitration in South Africa, held in Johannesburg with only the parties and their representatives present. The arbitrator’s award is final and binding, and the costs of the arbitration are borne equally unless the arbitrator directs otherwise. This section survives termination.
16General
16.1
Changes. Apex may notify the Tutor of material changes to the Agency Services by email or a prominent notice on its websites; continued use is treated as acceptance.
16.2
Intellectual property. All right, title and interest in Apex’s intellectual property remains Apex’s (or the relevant owner’s) property, and the Tutor acquires no rights in it by using the Agency Services.
16.3
Data protection. Apex processes personal information in accordance with POPIA and its Privacy Policy. The Tutor must process any personal information received in connection with the Lessons only as needed for the Lessons and in compliance with POPIA.
16.4
Whole agreement; no representations. This Agreement, with the documents it incorporates, is the whole agreement between the parties on its subject matter and supersedes any prior understanding. No party relies on any representation not recorded in it.
16.5
No waiver; severability; cession. A failure to enforce a provision is not a waiver. Any invalid provision is severed and the rest remains in force. The Tutor may not cede its rights or delegate its obligations without Apex’s written consent.
16.6
Confidentiality. Neither party may disclose the other’s confidential information to a third party without prior written consent, unless required by law.
16.7
Electronic communication and signature; notices. This Agreement may be concluded electronically, and electronic communications and signatures are valid in terms of ECTA. Apex’s address for notices is 55 Richards Drive, Halfway House, Midrand, 1685, and support@apexacademiccentre.co.za. The Tutor’s address for notices is the address and email on its Request for Payment, which it may change on 7 (seven) days’ written notice. Notice by email is deemed received on the date of sending.
17How To Contact Us
17.1
Apex Academic Centre (Pty) Ltd, registration 2021/689399/07. Registered office: 346 Jan Smuts Avenue, Craighall, Johannesburg. Operating address: 55 Richards Drive, Halfway House, Midrand, 1685. Email: support@apexacademiccentre.co.za.