1. Services.
This Agreement governs the activities of Tutors in relation to Your use of the site at www.flalingo.com (the “Site”) and the Services (as defined below). By using the Site and the Services, You accept the terms set out in this Agreement in full. Company reserves the right to change the terms of this Agreement (or any part) at any time, effective immediately upon posting on the Site. Please check this page of the Site periodically. Read it carefully and ensure that You understand its effect before proceeding to use the Services.
2. Tutor Obligations.
1. During the term of this Agreement, Tutor will teach online courses and classes for students to learn to speak a foreign language and provide such other services as may be agreed between Tutor and the Company (the "Services").
2. Tutor shall use its best efforts to perform the Services in accordance with the highest professional standards.
3. Tutor warrants and represents to Company that:
1. You are at least eighteen (18) years of age and You have the necessary qualification or experience to provide the Services in the subject(s) You offer in Your profile on the Site;
2. You are personally responsible for the information posted by You on the Site and submitted throughout the application process which You state is accurate and up-to-date;
3. You will comply with the tutor rules and tutor behavior guidelines set out in Annex 1 in this document.
4. You are self-employed and responsible for Your own income tax, national insurance and other liabilities payable;
5. You are wholly responsible for the appropriateness and the content of any UGC (User Generated Content) used and/ or submitted by You during Your Term of Engagement;
6. You will only ever contact a person receiving the Services (a “Student”) via the Site;
7. You agree at all times to comply with all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable guidance and codes of practice related to the same;
8. You shall comply to the best of your ability with Company’s Tutor selection processes and you shall not knowingly withhold any information which you reasonably believe to invalidate you from providing the Services;
9. in offering Your Services via the Site, You are complying with all applicable laws, regulations and codes of practice including, but not limited to, relevant legislation for the protection of businesses and consumers alike and which regulate the activities of the online environment;
10. You are not prevented from working with children.
3. Term and Termination.
1. Tutor shall serve as a Tutor to the Company for the schedule made available by the Company on its website and selected by Tutor; provided, however, either party may terminate this Agreement at any time upon 10 business days' written notice. In the event of such termination, Tutor shall be paid for any portion of the Services that have been performed prior to the termination.
2. Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within 5 business days after having received written notice by the non-breaching party of the breach or default.
3. Notwithstanding the above, Company may terminate this Agreement with immediate effect upon written notice where:
1. any information provided by You is found to be untrue, inaccurate, out-of- date, or incomplete;
2. Your performance of the Services is deemed by Company in its sole discretion to be unsatisfactory;
3. You act in any way that has brought, or could bring, Company in to disrepute;
4. You are convicted of a criminal offence or are the subject of any investigation, which may in Company’s opinion affect your role as a tutor;
5. You are unable to carry out your duties for any reason whatsoever; or,
6. You fail to turn up to a lesson without providing a written reason in advance to both Turacoon and the student or You repeatedly cancel lessons.
4. Independent Contractor.
Tutor's relationship with the Company will be that of an independent contractor and not that of an employee. Tutor will not be eligible for any employee benefits, nor will the Company make deductions from payments made to Tutor for employment or income taxes, all of which will be Tutor's responsibility. Tutor agrees to indemnify and hold the Company harmless from any liability for, or assessment of, any such taxes imposed on the Company by relevant taxing authorities. Tutor will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company. Tutor shall be solely responsible for determining the method, details and means of performing the Services.
5. Proprietary Information and Confidentiality.
Tutor agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's or its clients, business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company or its client as the case may be. Tutor agrees that he or she will not disclose any Proprietary Information to any person or entity other than employees or advisors of the Company or use the same for any purposes (other than in the performance of Tutor's Services) without written approval by the Company, unless and until such Proprietary Information has become public knowledge without Tutor's fault. Tutor also agrees that any materials containing Proprietary Information which shall come into Tutor's custody or possession shall be and are the exclusive property of the Company or its client and to be used only in the performance of Tutor's duties for the Company. All such materials or copies thereof and all tangible property of the Company in Tutor's custody or possession shall be delivered to the Company upon the earlier of (i) the Company's request or (ii) termination of Tutor's Services. After such delivery, Tutor shall not retain any such materials or copies thereof or any such tangible property. Tutor further agrees that his or her obligations not to disclose or to use Proprietary Information and materials containing Proprietary Information and to return materials and tangible property also extend to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to Tutor or the Company. To the extent that, in the course of performing the Services, Tutor jointly or solely conceives, develops, or reduces to practice any inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, Tutor hereby assigns all rights, titles and interest to such inventions to the Company.
6. No Conflicts.
Tutor represents and warrants that Tutor is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Tutor represents and warrants that Tutor's performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Tutor in confidence or in trust prior to commencement of this Agreement. Tutor warrants that Tutor has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Tutor has gained from third parties, and which Tutor discloses to the Company or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Tutor agrees that Tutor shall not bundle with or incorporate into any deliveries provided to the Company herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. Tutor represents and warrants that Tutor has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with Tutor's obligations under this Agreement. Tutor will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services.
7. Mode of Communications.
The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means. Tutor hereby consents to receive such documents by electronic delivery. To the extent Tutor has been provided with any documents relating to the subject matter of this Agreement in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.
8. Data Protection.
Privacy policies are incorporated into the terms of this Agreement and both parties agree to comply with it. Tutor hereby gives explicit consent to the Company and its affiliates to collect and process (electronically or otherwise) personal data, including sensitive and financial data, about himself or herself necessary to administer this Agreement. Such data may include, but is not limited to, Tutor's name, work authorization, government or tax identification number, date of birth, beneficiaries' contact information, and compensation information. Subject to compliance with the Privacy Policy, Tutor also hereby gives explicit consent to the Company and its affiliates to transfer (electronically or otherwise) any such data outside the country in which Tutor is living or employed (including to the United States), as well as to third-party providers (in Tutor's home country or the United States or other countries) of legal, tax, benefits, administration or other services to the Company, its affiliates, or employees. The legal person for whom such personal data is intended to be used is the Company and/or its affiliates. Tutor further understands that the Company and/or its affiliates may report information regarding Tutor and/or this Agreement to tax authorities or other governmental agencies as may be required to comply with applicable laws.
9. Limitation of Liability
1. You agree that subject to clause 9.2, We shall in no circumstances be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from Your use of the Site or Services.
2. Our liability to You whether in contract, tort or otherwise shall in no circumstances exceed the total payments earned by You in the six (6) months preceding the date on which the liability arose.
3. Nothing in this Agreement is intended nor shall it be construed as an attempt by any party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including without limitation its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.
10. Disputes
1. The parties agree that they shall attempt in good faith to resolve any dispute or claim promptly through negotiations between You and a representative of Company. Company will use all reasonable endeavours to provide a written response via email to any issue raised by a Client or a Tutor via the Site within fourteen (14) days. Company reserves the right to inform a Tutor or a Client respectively of any dispute raised against them and to provide them with a copy of any response provided by Company.
2. During the term of this Agreement, You must inform Company immediately if You become aware of any dispute or potential dispute between a Student and You and/ or Company in connection with the provision of the Tutoring Services rendered by You. You agree to cooperate fully with Company in resolving any dispute with a Student. Company reserves the right to suspend Your account with immediate effect while an investigation is conducted. Your Account may be reactivated once an investigation has been completed. The consequence of any investigation instigated by a Student is entirely at the discretion of Company.
11. Miscellaneous.
Any term of this Agreement may be amended or waived only with the written consent of the Company. This Agreement together with the Confidential Information Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior or contemporaneous writings with respect to the subject matter hereof. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address or fax number as set forth below, or as subsequently modified by written notice. This Agreement will be governed by the laws of the United States (with the exception of its conflict of laws provisions) and the parties hereby submit to the exclusive jurisdiction of the American courts. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
Annex 1
Tutor Behaviour Guidelines
• Be a brand ambassador: We are always open to suggestions and constructive criticism, but you must avoid making any negative or disparaging comments about the platform to your students. Remember you are the face of the Company so we expect tutors to maintain a high degree of professionalism.
• Do not promote your own business.
• Do not exchange personal information with your students, including email address, phone number, social media, or links to your profile in other live tutoring platforms.
• Lessons must happen on our platform.
• Lessons can only be recorded with the express permission of the student.
• Please have a back-up plan in case you experience any technical difficulties, such as connection issues on either side. Remain positive and calm and follow the instructions provided on how to report these.
• In the event of missed lessons, only two will be permitted, although we reserve the right to treat and evaluate each case individually. Tutors have high expectations to uphold, and we reserve the right to choose who serves our customers without any contractual requirement to provide notice of removal.
Bannable offenses
The below actions will lead to immediate termination and removal of your account.
1. Any attempt to send or receive money from students.
2. Any attempt to recruit students to work or study off our platforms.
3. Sending or requesting private contact information from students.
4. Conducting lessons off platform without explicit written permission from the Company.
5. Abusing, harassing, disrespecting, or slandering students, other tutors, or any member of the staff.
6. Using any language that We, in our sole discretion, deem offensive.
7. Spam messaging or emailing.