TERMS & CONDITIONS

TUTOR TERMS AND CONDITIONS

These terms and conditions (together with the documents referred to herein) govern the relationship between you and Online Education Partnership Limited (OEP) when you apply to be or are accepted as a tutor.
Please ensure that you read these terms and conditions carefully. By applying to be a tutor, you warrant that:
• the details on, with or as part of the tutor registration process including any documents sent to us (“Application“); and
• any details you provide after the Application to us are complete and accurate.
Any reference to “you” or “your“, means you as a tutor or prospective tutor (as applicable). Any reference to “we”, “us“, “our” or “OEP” is to Online Education Partnership Limited. Any reference to “written” includes email.
Please be aware that by applying to be a tutor, you agree to be legally bound by these terms and conditions. You should retain a copy of these for future reference.

1. TERM
If we accept your Application to be a tutor, we will issue you with a written acceptance of an Application (the “Confirmation“), at which point you shall provide your Services (defined below) to us unless and until this agreement is terminated by either party giving to the other not less than 2 weeks’ prior written notice or as otherwise provided in these terms. You acknowledge and agree that if you terminate this agreement, this is without prejudice to your obligation to fulfil any outstanding Services (defined below) for us.
2. DUTIES
2.1. On Confirmation, you shall use your best endeavours to promote our interests and, unless prevented by ill health or accident, to carrying out the following services
for us:

2.1.1. Providing private, one-to-one tutoring to clients and/or their students via www.oepasia.com (Our Website) or such other websites accessible via Our Website login or those other websites that we may specify from time to time;
2.1.2. Providing group tutoring to a group of clients and/or their students via Our Website or such other websites accessible via Our Website login or those other websites that we may specify from time to time;
2.1.3. Assisting with the provision of webinars or vlogs via Our Website;
2.1.4. On our request, distributing and marking homework to those you tutor which complies with or is consistent with the standards expected in the national curriculum
of England and Wales or other such appropriate curriculum to users; and
2.1.5. any other services we reasonably request from time to time (together the “Services“).
2.2. Without prejudice to our rights and remedies at law or under this agreement, if you are unable to provide the Services due to illness or injury you shall notify us
at help@oepasia.com as soon as reasonably practicable and, where possible, at least 48 hours before any scheduled tutorial.
2.3. Without prejudice to our rights and remedies at law or under this agreement, if you wish to reschedule any tutoring, you must notify us at help@oepasia.com or any
other current OEP team member’s email at least 48 hours before any scheduled tutorial.
2.4. You must comply with our policies and processes on child protection and other policies we may issue to you from time to time. You must also comply with the processes outlined from time to time by our Tutor Services Manager.
2.5. You shall ensure that you are available at all times on reasonable notice to provide such assistance or information as we may require.
2.6. You have no authority (and shall not hold yourself out as having authority) to bind us, unless we have specifically permitted this in writing in advance or in this
agreement.

2.7. You must comply with the UK Bribery Act 2010 and the Prevention of Bribery Ordinance (Cap. 201 of the Laws of Hong Kong). Failure to do so may result in the
immediate termination of this agreement.

3. FEES AND EXPENSES
3.1. On Confirmation, we will pay you such fees as may be agreed by email from time to time for Services delivered.
3.2. You acknowledge and agree that VAT is not payable by us as we are running our services in Hong Kong. We shall generate a statement on a monthly basis
setting out the hours that you have worked for us during the preceding month. We will pay you within 14 days of sending you such statement.
3.3. You shall bear your own expenses except where otherwise agreed beforehand in writing.
3.4. We are entitled to deduct from any sums payable to you any sums that you may owe us or any other company in our group at any time.

4. CONFIDENTIAL INFORMATION AND OUR PROPERTY
4.1. You shall not use or disclose to any person either during or at any time after your engagement by us any confidential information about the business or our
affairs or any other company in our group or any of our business contacts, or about any other confidential matters which may come to your knowledge in the course of
providing the Services. For the purposes of this clause 4, confidential information means any information or matter (howsoever disclosed) which is not in
the public domain and which relates to our affairs or any other company in our group or any of our business contacts.
4.2. The restriction in clause 4.1 does not apply to:
4.2.1. any use or disclosure authorised by us in writing; or
4.2.2. any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

4.3. You may disclose confidential information only to the extent required by law, by any governmental or other regulatory authority (including, without limitation, by a
court or other authority of competent jurisdiction provided that, to the extent you are legally permitted to do so, you give us as much notice of such disclosure as
possible and, where notice of disclosure is not prohibited and is given in accordance with this clause
4.3, you take into account our reasonable requests in
relation to the content of such disclosure.
4.4. All documents, manuals, hardware and software provided for your use by us, and any data or documents (including copies) produced, maintained or stored on
our computer systems or other electronic equipment, remain our property.
4.5. You acknowledge that damages alone may not be an adequate remedy for the breach of any of the provisions of this clause 4. Accordingly, without prejudice to
any other rights and remedies we may have, we shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any
threatened or actual breach of any of the provisions of this clause 4.

5. DATA PROTECTION
5.1. You consent to us holding and processing data relating to you for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” as defined in the UK Data Protection Act 1998 relating to you including without limitation, as appropriate:
5.1.1. information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness for work;
5.1.2. your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and
5.1.3. information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and
obligations to third parties.
5.2. You consent to us making such information available to other companies in its group, those who provide products or services to us (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and our potential purchasers or other companies in our group or any part of our business.
5.3. You consent to the transfer of such information outside the European Economic Area.
5.4. You will comply with the UK Data Protection Act 1998 when processing personal data relating to any of our customers and, if applicable, any employees, workers, suppliers or agents of ours. In particular, you will:
5.4.1. only process personal data in accordance with our instructions; and
5.4.2. have in place appropriate technical and organisational measures against accidental loss or destruction of, or damage to, personal data.
5.5. The term personal data bears the same meaning it does under the UK Data Protection Act 1998 (to be construed in accordance with Directive of the European Parliament of the Council 95/46/EC (as amended or replaced from time to time).
5.6. Clause 5 shall be read in conjunction with OEP’s Privacy Policy.

6. INTELLECTUAL PROPERTY
6.1. You hereby assign with full title guarantee to us all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from providing the Services for us including, without limitation, all intellectual property rights in and to any material or content used or uploaded on our Website. You agree promptly to execute all documents and do all acts as may, in the opinion of us, be necessary to give effect to this clause 6.
6.2. To the extent that any existing and future works cannot be assigned, you hereby grant to us a non-exclusive, irrevocable, royalty-free, world-wide, perpetual,
transferable, sub-licensable licence to all existing and future intellectual property rights to allow us to use, reproduce, modify, adapt, publish, translate, create
derivative works from, distribute, perform, display or merge such works for any reasonable purpose we wish to use it for.

6.3. You hereby irrevocably waive all moral rights under the UK Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which you have or
will have in any existing or future works.

7. INSURANCE AND LIABILITY
7.1 You shall have personal liability for and shall indemnify us and any other company in its group for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you of the terms of this agreement, including any negligent or reckless act, omission or default in the provision of the Services.
7.2 We recommend that you maintain in force during the period of this agreement adequate insurance cover with reputable insurers. Please contact us at help@oepasia.com if you would like us to provide you with details of a potential insurer.

8. TERMINATION
8.1. We may at any time terminate your engagement with immediate effect with no liability to make any further payment to you (other than in respect of any accrued
fees or expenses at the date of termination) if you:
8.1.1. commit any gross misconduct affecting our business or any company in its group, including making arrangements to contact a student or exchanging private contact details with the intention to provide Services for personal remuneration without the prior knowledge and consent of OEP;
8.1.2. commit any serious or repeated breach or non-observance of any of the provisions of this agreement or refuse or neglect to comply with any of our reasonable and lawful directions;
8.1.3. are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or noncustodial
penalty is imposed);
8.1.4. are in our reasonable opinion negligent or incompetent in the performance of the Services;
8.1.5. are declared bankrupt or make any arrangement with or for the benefit of your creditors or have a county court administration order made against you under
the UK County Court Act 1984 or other such equivalent legislation in your country of residence;
8.1.6. are incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 21 days in any 52-week consecutive period;
8.1.7. commit any fraud or dishonesty or acts in any manner which in our opinion brings or is likely to bring you or us or any company in our group into disrepute or is
materially adverse to our interests or to a company in our group;
8.1.8. commit any breach of our policies and procedures; or
8.1.9. commit any offence under the UK Bribery Act 2010 or the Prevention of Bribery Ordinance (Cap. 201 of the Laws of Hong Kong).
8.2. Our rights under clause 8.1 are without prejudice to any other rights and remedies that it might have at law or under this agreement. Any delay by us in
exercising its rights to terminate shall not constitute a waiver of these rights.

9. OBLIGATIONS ON TERMINATION
Any of our property in your possession and any original or copy documents obtained by you in the course of providing the Services shall be returned to us at help@oepasia.com at any time on request and in any event on or before the termination of this agreement. You also undertake to irretrievably delete any information relating to our business or any other company in its group (including where this is stored on any cloud, magnetic or optical disk or memory), and all matter derived from such sources which is in your possession or under your control outside the premises or our server. You agree to, on request, promptly provide a
signed statement that you have complied fully with your obligations under this clause 9.

10. STATUS
10.1. On Confirmation, you will be an independent contractor for us and will refer to yourself as a tutor for us or any such company with whom we collaborate and provide Services for. Nothing in this agreement shall render you an employee, worker, agent or partner of us or our collaborators and you shall not hold yourself
out as such.
10.2. You shall be fully responsible for and indemnify us against any liability, assessment or claim for:
10.2.1. taxation whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and
10.2.2. any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of
or in connection with the provision of the Services.
We may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

11. VARIATION
This agreement may only be varied by on our agreement. We will expressly notify you when these terms have changed.

12. FURTHER ASSURANCE
At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this agreement.

13. ENTIRE AGREEMENT
13.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in this agreement.

14. THIRD PARTY RIGHTS
Except as otherwise stated in this agreement, the UK Contracts (Rights of Third Parties) Act 1999 and Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) shall not apply to this agreement and no person other than you and us shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.

15. GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of Hong Kong.

16. JURISDICTION
The courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or
formation (including non-contractual disputes or claims).