JSDT SOLUTIONS TUTOR TERMS AND CONDITIONS
JSDT Solutions offers a service educational applications and to introduce Tutors and Students to each other for Tutors to provide Online Lesssons to learners.
By entering into this Agreement, JSDT Solutions 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.
In this Agreement, the following definitions apply:
“Agency Fees” mean the fees charged by JSDT Solutions for the Agency Services;
“Agency Services” mean the services offered by JSDT Solutions to the Tutor as described in this Agreement;
“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 JSDT Solutions, agrees to the Lessons to be provided by the Tutor;
“ClientFees” mean the amounts payable by the Client to the Tutor for the Lessons, inclusive of the Agency Fees and Tutor Fees;
“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 the schedule published at 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 JSDT Solutions to share with the Client;
“Request for Payment” means the web-based request submitted by the Tutor to JSDT Solutions for payment of the Tutor Fees;
“Student” means the person receiving the Lessons from the Tutor;
“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 JSDT Solutions 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.
PARTIES’ GENERAL OBLIGATIONS
JSDT Solutions 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.
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 JSDT Solutions; and
attend to any other reasonable administrative services for purposes of providing the Lessons, including providing an invoice to a Client for the Client Fees, who requests an invoice in respect of the Lessons received.
RELATIONSHIP BETWEEN JSDT SOLUTIONS AND TUTORS
The Tutor acknowledges that JSDT Solutions does not employ Tutors, does not represent itself as a school nor does it provide the Lessons.
Tutors are independent service providers and JSDT Solutions acts as an agent for Tutors to facilitate the relationship between the Tutor and the Client for the provision of Lessons to Students.
JSDT Solutiions 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.
Under no circumstances will the Tutor be, or deemed to be, an employee, agent or partner of JSDT Solutions for any purposes.
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.
The Tutor warrants that even though the obligations on ’employers’ in terms of the Sexual Offences Act will not apply to JSDT Solutions, the Tutor has not been listed in the Register and further agrees to immediately disclose to JSDT Solutions if at any time during the course of this Agreement the Tutor’s details will be included in the Register.
The Tutor acknowledges that this Agreement may be terminated with immediate effect on written notice by JSDT Solutions in the event of the Tutor’s details being included in the Register and JSDT Solutions will not suffer any liability for such termination of this Agreement whatsoever.
The Tutor indemnifies JSDT Solutions against any claims or loss that it may suffer as a result of the Tutor’s details being included in the Register.
JSDT Solutions undertakes to advertise information on interested Clients and interest in Lesson Packages to the Tutor in accordance with JSDT Solutions’s systems and policies.
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.
JSDT Solutions does not warrant that this Agreement will result in the Tutor being engaged by a Client to provide the Lessons to a Student.
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.
JSDT Solutions is under no obligation to introduce a particular Client or make a specific Lesson Package available to the Tutor.
APPLYING FOR LESSON PACKAGES
When a Client indicates interest in a Lesson Package, JSDT Solutions 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.
The Tutor must confirm its interest to offer the Lessons through JSDT Solutions’s systems. JSDT Solutions 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.
JSDT Solutions and the Client will agree to a schedule when Lessons will take place and JSDT Solutions will provide the Tutor with a Lesson Schedule in respect of each Client, setting out the relevant Lesson details. If necessary in the circumstances, the Tutor and Client may make scheduling arrangements amongst themselves, however, the Tutor is required to inform JSDT Solutions of all such arrangements as soon as possible and prior to each Lesson so arranged.
Tutors are responsible for:
determining the preferred tutoring methods used during Lessons to ensure Client satisfaction;
ensuring that they are knowledgeable about the subject matter of the Lesson and the needs of the Student;
planning and preparing for the Lesson beforehand to ensure that the appropriate subject matter is addressed and that the Lesson endures for the agreed duration;
providing appropriate and necessary materials, tools or supplies required by the Tutor’s tutoring methods;
ensuring that the Lesson takes place as specified in the Lesson Schedule in respect of time, date and location;
arranging for the Client to sign the Lesson Schedule in respect of the Lesson.
Lesson Schedules must be signed by the Client to ensure that the Tutor receives the Tutor Fees for the Lesson and may not be signed in advance by the Client. The Tutor acknowledges that if a Lesson duration as set out on the Lesson Schedule is exceeded, the Tutor Fee for that Lesson will not be increased, and the Tutor will not be entitled to reduce the duration of any future Lessons.
JSDT Solutions will provide the Tutor with a Lesson Schedule for each Client in respect of the Lessons to be tutored by the Tutor to the Client. The Tutor agrees to present printed Lesson Schedules to the Client at the end of each Lesson. The Client is required to sign the Lesson Schedule in respect of each Lesson to confirm that the Lesson took place. The Tutor is required to submit the signed Lesson Schedule to JSDT Solutions each month as evidence of completed Lessons to ensure the Tutor Fees in respect of those Lessons are received. Lesson Schedules must be submitted to JSDT Solutions in accordance with the Payment Schedule.
JSDT Solutions will make payment of the Tutor Fees for the past month in respect of the Lessons confirmed by the Client on each Lesson Schedule and submitted to JSDT Solutions in terms of this Agreement in accordance with the Payment Schedule. Lesson Schedules that have not been signed by Clients and/or timeously submitted to JSDT Solutions may result in the Tutor only receiving the corresponding Tutor Fees at a later date as indicated in the Payment Schedule.
PROGRESS FEEDBACK REPORTS
The Tutor is required to provide written feedback on the progress of the Student during the Lessons tutored every month. The Tutor shall complete a Progress Feedback Report through JSDT Solutions’s website in respect of each Student every month. Progress Feedback Reports must be submitted by the Tutor by/before the due date specified in the Payment Schedule. Progress Feedback Reports that have not been timeously submitted to JSDT Solutions may result in the Tutor only receiving the corresponding Tutor Fees at a later date as indicated in the Payment Schedule.
FEES AND PAYMENT
JSDT Solutions collects payment of the 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 prior to paying the Tutor Fees to the Tutor as set out herein. The Tutor agrees that in consideration for the Agency Services provided by JSDT Solutions, JSDT Solutions will charge the Tutor the Agency Fees which shall be inclusive of VAT. JSDT Solutions will hold the Tutor Fees on the Tutor’s behalf and make payment of the Tutor Fees to the Tutor monthly in arears in accordance with the terms of this Agreement.
Request for Payment. The Tutor is required to provide JSDT Solutions with a monthly Request for Payment as per the Payment Schedule in addition to the Progress Feedback Report. The Request for Payment must set out the following information in respect of the Lessons rendered during the past month:
the number of Lessons tutored by the Tutor per Client;
the Tutor Fee per Lesson per Client and the applicable amount of VAT should the Tutor be a registered VAT vendor in terms of the VAT Act;
the banking details of the Tutor; and
a copy of the completed Lesson Schedule per Client.
The Tutor will only receive payment of the Tutor Fees that have been correctly included on the Request for Payment and evidenced by Lesson Schedules and Progress Feedback Reports.
In the event that the Tutor does not receive all Tutor Fees requested in a particular month for any reason as set out herein, JSDT Solutions will not be liable to pay the Tutor any interest on such Tutor Fees. Other than the Tutor Fees, the Tutor shall not be entitled to any direct or indirect compensation for the Lessons unless agreed otherwise in writing between the Tutor and JSDT Solutions and signed by both parties.
Manner of payment. All Tutor Fees will be paid to the Tutor via electronic transfer to the nominated bank account of the Tutor recorded in the tutor portal and the Request for Payment. Payment of the Tutor Fees will be in terms of the Payment Schedule, unless otherwise agreed.
In the event that the Tutor requires to be paid in a currency other than South African Rand, or into a bank account outside of South Africa, the Tutor agrees that any payments due to him will be net of all bank charges and other exchange rate related charges related to or arising out of currency conversions and the transfer to the account of the Tutor.
With the exception of VAT, which will be payable by JSDT Solutions only if the Tutor is VAT registered, any and all taxes and/or deductions imposed or assessed by reason of this Agreement or its performance are fully the responsibility of the Tutor. The Tutor shall be responsible (and absolves JSDT Solutions for any liability) for any claims, taxes or penalties assessed by reason of any claims that the Tutor is an employee of JSDT Solutions, and the Tutor indemnifies and holds JSDT Solutions harmless from any claims, penalties, damages or similar demand by any tax or revenue authority as a result.
No direct payment to Tutors.
The Tutor acknowledges JSDT Solutions’s role to accept the Tutor Fee on behalf of the Tutor and agrees that all Client Fees are payable directly to JSDT Solutions by the Client. The Tutor agrees to not under any circumstances accept payment of the Client Fees from the Client directly and inform JSDT Solutions of any offers or attempt by the Client to do so.
Reasonable cancellation fee. If a Client cancels or reschedules a Lesson or Lesson Package without providing JSDT Solutions with the necessary notice as set out in clause 12.1 or requests that the Tutor be replaced without providing the necessary notice as set out in clause 13.1, the Tutor shall have the right to receive payment of the Tutor Fee for the Lesson that has been cancelled or rescheduled without the necessary notice, provided that the Client has made payment to JSDT Solutions.
LESSON PACKAGES AND LESSONS
Lesson description. The Lesson type (e.g. single Student or group of Students) and Lesson 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 JSDT Solutions, taking into account the Tutor’s availability. Where a request to amend the Lesson description is received from a Client, changes will only be made after consultation with the Tutor. Changes to the Lesson description may result in a change to the Lesson Schedule and/or the Tutor Fee for that Lesson Package.
Late arrival by Student. Should the Student arrive late for a Lesson, the Tutor is under no obligation to extend the duration of the Lesson and may end the Lesson at the scheduled time according to the Lesson Schedule. The Client contractually agrees to make every effort to inform the Tutor of its estimated time of arrival. The Tutor will record the start and end time of the Lesson on the Lesson Schedule and inform JSDT Solutions of any delayed or extended Lessons immediately.
Late arrival by Tutor:
Tutors are obliged to arrive at Lessons on time. However, where the Tutor is late, the Tutor will inform the Client and JSDT Solutions as soon as possible and provide an estimated time of arrival and the actual time of arrival. The time of arrival must be recorded on the Lesson Schedule. The Client will be credited with the time that the Tutor was actually late, in increments of 5 (five) minutes, which will be redeemable at the Client’s election or at the end of the Lesson, taking into account the Tutor’s schedule and availability. JSDT Solutions will provide an official record to the Client and Tutor reflecting the time that is due to the Client.
Late arrival for a Lesson by the Tutor may result in the Tutor Fee for the Lesson being withheld from the Tutor by JSDT Solutions until the Tutor has made up all the time that has been credited to the Client. In the event of the Client cancelling the Lesson Package as a result of the Tutor being late for scheduled Lessons, the Tutor will forfeit any Tutor Fees if JSDT Solutions has to refund the Client as a result of the cancellation.
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.
RESCHEDULING OF LESSONS
Client rescheduling notice requirement.
The Client contractually agrees that should the Client wish to reschedule a Lesson, the Client must provide JSDT Solutions with a minimum of 6 (six) business hours’ written notice (business hours being the hours between 08h00 and 17h00 on a business day, being Monday to Friday, excluding all official public holidays) (“Business Hours”) prior to the commencement of the scheduled Lesson to avoid forfeiting the Lesson. For example, a Lesson scheduled for 13h00 on Tuesday should be rescheduled by 16h00 on Monday. JSDT Solutions will immediately notify the Tutor of the change in scheduling.
Tutor rescheduling notice requirement.
Should the Tutor require to reschedule a Lesson due to exceptional unforeseen urgent circumstances (including the Tutor’s exam or work schedule, legitimate safety concerns, changes to scheduled Lessons, family emergencies, transport problems and illness amongst others), the Tutor must provide JSDT Solutions with a minimum of 6 (six) Business Hours’ written notice prior to the commencement of the scheduled Lesson. For example, a Lesson scheduled for 13h00 on Tuesday should be notified by 16h00 on Monday. Any rescheduling of a Scheduled Lesson by a Tutor that is not due to an urgent reason will be a breach of contract and may result in JSDT Solutions exercising its right to cancel this Agreement in terms of clause 19.
Replacement of Tutors.
In the event that the Client is not satisfied with the Lessons provided by a Tutor, JSDT Solutions will endeavour to replace such Tutor with an alternative Tutor which it deems suitable for the needs of the Student. The Client must submit the request to JSDT Solutions with a minimum of 6 (six) Business Hours’ written notice prior to the commencement of the next scheduled Lesson to avoid forfeiting the Lesson. The Tutor acknowledges that the Client has the right to request that the Tutor be replaced with another Tutor.
Withdrawal by Tutor.
Tutors have the right to withdraw from a particular Lesson Schedule on reasonable written notice (as set out in clause 12.2) to JSDT Solutions for various urgent reasons (including the Tutor’s exam or work schedule, legitimate safety concerns, changes to scheduled Lessons, family emergencies, transport problems and illness amongst others). Any withdrawals from a Scheduled Lesson by a Tutor that is not due to an urgent reason will be a breach of contract and may result in JSDT Solutions exercising its right to cancel this Agreement in terms of clause 19.
For the duration of this Agreement and for 12 (twelve) months thereafter, the Tutor agrees to not provide any private tutoring services, whether paid or unpaid, to any Clients that the Tutor has been introduced to by JSDT Solutions (“Referred Clients”). If the Tutor is found to be offering any private tutoring services to Referred Clients during the term of this Agreement, JSDT Solutions shall be entitled to immediately cancel this Agreement.
If this Agreement is cancelled in terms of clause 14.2:
JSDT Solutions will stipulate which scheduled Lessons the Tutor may complete, which may be none;
the Tutor will only be entitled to the Tutor Fees in respect of Lessons actually completed; and
the Tutor must comply with the requirements set out in this Agreement in respect of receiving the Tutor Fees for the completed Lessons by providing the required Request for Payment, Lesson Schedules and Progress Feedback Reports.
WARRANTIES AND REPRESENTATIONS
JSDT Solutions warrants that all Agency Services shall be provided in a workmanlike manner and that JSDT Solutions will comply with its obligations in terms of this Agreement. Save for this warranty, JSDT Solutions gives no other warranties and makes no representations to the Tutor. The Tutor’s sole and exclusive remedy for breach of warranty shall be re-performance of the Agency Services, or termination of this Agreement and return of the portion of the Agency Fees paid by the Tutor.
The Tutor warrants to and in favour of JSDT Solutions that:
the Tutor has the legal capacity to agree to and be bound by this Agreement and is 18 (eighteen) years or older;
the Tutor will not do or omit to do anything which might prejudice or impede the business and/or interests and/or goodwill of JSDT Solutions;
the Tutor will comply with all applicable laws and regulations of the Republic of South Africa in the course of providing the Lessons;
the Tutor will meet with the designated representative(s) of JSDT Solutions at such intervals as are agreed from time to time between the Tutor and JSDT Solutions to discuss the progress and quality of the Lessons;
the Tutor will use the utmost care and skill in undertaking the Lessons and exercise the utmost good faith towards JSDT Solutions and all Clients in carrying out his obligations in terms of this Agreement and in providing the Lessons;
the Tutor is appropriately experienced and qualified to provide the Lessons; and
this Agreement constitutes a contract valid and binding on and enforceable against the Tutor.
Each of the warranties given by the Tutor will:
be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;
continue and remain in force irrespective of whether this Agreement is suspended or cancelled; and
be deemed to be material.
To the extent capable of exclusion in terms of applicable laws, the maximum liability of JSDT Solutions 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) which 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 JSDT Solutions by the Tutor in respect of the specific Lesson Package of the Client from which the costs, claims, penalties, awards, determinations or damages arose.
JSDT Solutions shall not be liable to the Tutor for any consequential losses suffered or incurred by the Tutor under any circumstances.
Very important: the Tutor indemnifies JSDT Solutions against any claims by any third party, including claims by Clients, that JSDT Solutions may suffer or incur as a result of any breach by the Tutor of any of the terms of this Agreement.
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 counselling 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 behaviour or illegal activity, with a Client and/or Student to a Parent and/or JSDT Solutions;
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.
At any time, either JSDT Solutions 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 JSDT Solutions 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.
Apart from any other provision of this Agreement, JSDT Solutions 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 JSDT Solutions, its agents or customers or misconduct prejudicial to the interests of JSDT Solutions or any of its subsidiary or associated companies.
In the event of a dispute between the Client and a Tutor regarding their working relationship or the Lessons conducted, the Tutor authorises JSDT Solutions to assist in investigating and mediating such dispute with the Client on its behalf.
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 JSDT Solutions (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.
That arbitration shall be held with only the parties and their representatives present at Johannesburg.
The parties shall use their best endeavors to procure the expeditious completion of the arbitration.
The parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential.
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.
The arbitrator’s award shall be final and binding on the parties.
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.
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.
Changes to the Agency Services.
JSDT Solutions 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.
The Tutor acknowledges and agrees that all right, title and interest in, and to, any of JSDT Solutions’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 JSDT Solutions’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 JSDT Solutions 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.
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.
Neither party shall disclose any confidential information to any third party without the prior written approval of the other party, unless required by law.
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.
The parties shall in their dealings with each other display good faith.
The failure of JSDT Solutions 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 JSDT Solutions’s right to enforce any such provision or right in any other instance.
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 JSDT Solutions.
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.
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.
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.
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.
Being reduced to writing and signed.
For purposes of this Agreement, being reduced to “writing” and “signed” shall:
not include any written email sent between the parties containing their email signatures; and
include a scanned attachment of an originally signed document or an attachment of a digitally signed document in respect of such email.
JSDT Solutions 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.
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 JSDT Solutions with 7 (seven) days’ notice in writing.
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.