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This TUTEEMI’S TUTOR AGREEMENT (this "Agreement") is entered into on the Effective Date by and between:“You”, the “Tutor” ; and TUTEEMI CO., LTD., a company duly incorporated and existing under the laws of Republic of China (Taiwan) with its registered office at No. 178, Section 1, Keelung Rd, Xinyi District, Taipei City, 110 (the “TUTEEMI”)BACKGROUNDA. TUTEEMI is a business built on matching You to tutees who are looking for tutors. It requires a large pool of tutors to provide tutoring services.B. You are a tutor who wishes to join TUTEEMI’s tutor pool, subject to the terms and conditions set forth in this Agreement, and is able to meet the service standards TUTEEMI expects as more fully set out in TUTEEMI STANDARDS.IT IS AGREED AS FOLLOWS:SERVICES AND APPOINTMENT1.1. This Agreement commences on the Effective Date and will continue until it is terminated by either party in accordance with clause 11 below.1.2. TUTEEMI appoints you to perform Services for it from time to time on the terms set out in this Agreement.1.3. Throughout this Agreement, “Services” means the tutoring services as notified to You through communication methods such as LINE, social media, email, phone, text message, or in person. The class schedule, time, and location will also be communicated through the aforementioned methods.OBLIGATIONS OF THE TUTOR2.1. The Tutor shall provide tutoring services to TUTEEMI's tutees in accordance with the TUTEEMI STANDARDS and any additional instructions provided by TUTEEMI from time to time. A tutee refers to an individual who receives instruction, guidance, or tutoring from the tutor.2.2. The Tutor shall comply with all laws and regulations applicable to the provision of the Services.2.3. The Tutor shall keep accurate records of the Services provided and shall promptly provide such records to TUTEEMI upon request.PAYMENT3.1. TUTEEMI will pay the Tutor a fee for the Services rendered in accordance with the payment terms set out in the TUTEEMI STANDARDS.3.2. The Tutor acknowledges and agrees that the fee paid by TUTEEMI for the Services rendered is inclusive of all expenses, including travel expenses and other out-of-pocket expenses and tax derivative expenses. In the event that the single payment amount exceeds 20,000 New Taiwan Dollars, it shall be a prerequisite for TUTEEMI to deduct the appropriate portion of income tax prior to disbursing said payment to the tutor. Conversely, if the aforementioned amount does not exceed the designated threshold, no deductions shall be made, and the tutors shall assume personal responsibility for the payment of their individual income taxes.INTELLECTUAL PROPERTY RIGHTS4.1. The Tutor acknowledges and agrees that any intellectual property rights arising from or in connection with the provision of the Services, including any materials created by the Tutor, shall vest in TUTEEMI.4.2. The Tutor shall not use any of TUTEEMI's intellectual property without TUTEEMI's prior written consent.CONFIDENTIALITY5.1. The Tutor shall keep confidential all information provided to the Tutor by TUTEEMI, its affiliates, or its tutees in connection with the provision of the Services, including without limitation, tutee information, performance data, and teaching materials.5.2. The Tutor shall not disclose any confidential information to any third party without TUTEEMI's prior written consent.TERMINATION6.1. Either party may terminate this Agreement by giving written notice to the other party if the other party commits a material breach of this Agreement and fails to remedy such breach within 30 days of receiving written notice specifying the breach.6.2. TUTEEMI may terminate this Agreement immediately upon written notice to the Tutor if the Tutor breaches any material provision of this Agreement, engages in conduct that TUTEEMI considers to be detrimental to its business or reputation, or fails to meet the service standards set out in TUTEEMI STANDARDS.6.3. Upon termination of this Agreement for any reason, you shall immediately return to TUTEEMI all property belonging to TUTEEMI which is in your possession or control.6.4. Following the termination of this Agreement, you shall not represent yourself as being connected in any way with the business of TUTEEMI, unless otherwise agreed in writing by TUTEEMI.STATUS7.1. The Tutor acknowledges that they are a self-employed individual and not an employee or worker of TUTEEMI. The Tutor is free to work for other parties, as long as it does not interfere with their ability to perform services in accordance with the TUTEEMI Standards.7.2. You acknowledge and agree that you are personally responsible for the performance of the Services, regardless of whether actually performed by you, and accordingly accept liability for any costs, claims, proceedings, damages, losses, expenses or other liabilities (including legal costs) (together, “Losses”) threatened, suffered or incurred by TUTEEMI as a result of your negligent provision of the Services or failure to ensure that the Services are provided with a sufficient standard of care. You agree to indemnify and keep indemnified TUTEEMI against all such Losses, such as indemnity against suit, IP rights.7.3. This Agreement does not create an agency relationship between the Tutor and TUTEEMI. The Tutor has no authority to enter into contracts on behalf of TUTEEMI with third parties, nor to incur any expenses in the name of TUTEEMI, unless specifically authorized to do so by TUTEEMI.PERFORMING THE SERVICES – PRACTICALITIES8.1. TUTEEMI has no obligation to provide you with a minimum amount of work, and you have no obligation to perform any specific amount of work.8.2. When you apply to join TUTEEMI's tutor pool and at regular intervals thereafter, you will indicate the times during the week when you expect to be available for work. TUTEEMI relies on this information to plan for customer demand, and you must inform a member of the TUTEEMI Team if there are any significant changes. If you can no longer work at the times required by TUTEEMI, they reserve the right to terminate the agreement.8.3. During the onboarding process, you discussed with a member of the TUTEEMI Team the level of demand for tutors in your area and the level of availability TUTEEMI expects from you. You are expected to be as flexible as possible to meet TUTEEMI's needs.8.4. It is your responsibility to regularly communicate your availability and willingness to work in a particular zone during a specific time period with TUTEEMI's team.8.5. When You confirm your availability to work during a particular time period, it is your responsibility to keep in communication with TUTEEMI's team.8.6. You must perform the services in accordance with TUTEEMI's Standards. However, TUTEEMI will not supervise, direct or control You in performing the services.8.7. If You become unable to work during a previously agreed-upon time period, You must immediately inform a member of the TUTEEMI Team. No fee will be payable for the period when You are unable to work.FEES AND INVOICING9.1. TUTEEMI will pay You a monthly fee of completed Services. This fee may be varied depending on the cases and any changes will be notified to you in advance by TUTEEMI team.9.2. You will indemnify TUTEEMI and keep TUTEEMI indemnified against any claim or demand made against TUTEEMI in respect of any income tax, value added tax, any other tax or national insurance or social security contributions due on fees payable under this Agreement and against any interest or penalties imposed in connection with any such tax or contributions. You will inform TUTEEMI of your tax reference number on request. TUTEEMI may at its option satisfy such indemnity in whole or in part by way of deductions from any payments owed to you.WARRANTIES10.1. As strict conditions of this Agreement you warrant that:
(a) You are a self-employed independent contractor in business on your own account;
(b) You have the right to reside and work in Taiwan and have all necessary visas, licenses, and permits allowing you to do so;
(c) You will account to Ministry of Finance and any other appropriate authorities for any income tax or national insurance contributions due in respect of sums payable in connection with this Agreement;
(d) You have never been convicted of any criminal offense; and
(e) You will comply with the TUTEEMI Standards.CONFIDENTIALITY AND DATA PROTECTION11.1. During the course of this Agreement, You may have access to or receive information relating to TUTEEMI’s business, operations or customers, including without limitation any Personal Data (as defined in the Personal Data Protection Act), which is confidential and proprietary to TUTEEMI (“Confidential Information”).11.2. You undertake to keep confidential all Confidential Information and not to use any part of it otherwise than for the purposes of this Agreement.11.3. You will comply with all applicable laws and regulations relating to data protection, and shall not disclose or transfer any Personal Data to any third party without TUTEEMI’s prior written consent. You agree to comply with TUTEEMI’s Data Protection Policy as updated from time to time.11.4. You shall ensure that any Personal Data is kept secure and protected against unauthorized access, use, disclosure, destruction or loss.11.5. You shall notify TUTEEMI immediately in writing in the event of any unauthorized access, use, disclosure, destruction or loss of any Personal Data. You shall cooperate with TUTEEMI in any investigations, legal proceedings or otherwise, relating to any such unauthorized access, use, disclosure, destruction or loss.INSURANCE12.1. You will obtain at your own cost appropriate insurance which shall remain in force in respect of the provision of the Services by you throughout the life of this Agreement.LIABILITY AND INDEMNITY13.1. You acknowledge and agree that You are solely responsible for the performance of the Services, regardless of whether they are actually performed by You or someone else on your behalf, and therefore accept full liability for any costs, claims, proceedings, damages, losses, expenses or other liabilities (including legal costs) (collectively, “Losses”) that may be threatened, suffered or incurred by TUTEEMI as a result of your negligent provision of the Services or failure to ensure that the Services 13.2 are provided with a sufficient standard of care.13.2. You agree to indemnify and hold harmless TUTEEMI from and against all with any and all claims, demands, losses, liabilities, and expenses arising out of or in connection with: (i) your use of the Services or through your use of the Services; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party, including Losses.RIGHT TO APPOINT SUBSTITUTE14.1. As a general rule, it is expected that You will personally perform the Services. However, You may arrange for another registered TUTEEMI tutor to perform specific Services on your behalf with prior approval from TUTEEMI. If such an arrangement is made, You acknowledge that it will be between You and that individual, with the approval of TUTEEMI. You will then transfer your full responsibility for meeting the TUTEEMI Standards and all other obligations under this Agreement to that individual in relation to the delivery of those specific Services. Payment for those Services will then be transferred to your substitute.CONFIDENTIALITY AND DETRIMENTAL REMARKS15.1. During and after the term of this Agreement, you must not disclose any of TUTEEMI's trade secrets or confidential information to anyone, unless required by law or protected by a legal right of disclosure, or if it is necessary to provide the Services. You must not use any of TUTEEMI's trade secrets or confidential information for any purposes other than those of TUTEEMI.15.2. The term "Confidential Information" includes, but is not limited to:
(a) Personal data that identifies or relates to any of TUTEEMI's customers, including names, addresses, and other personal information such as details of other household members, suppliers or employees;
(b) Training materials and other confidential material provided to You during TUTEEMI's onboarding process;
(c) Details of relationships or arrangements with TUTEEMI's other suppliers and business partners, including but not limited to clients;
(d) Details of TUTEEMI's business methods, finances, pricing strategy, marketing or development plans or strategies; and
(e) Any other information that TUTEEMI has disclosed to You or that You have obtained from a third party while performing the Services, in confidence.
15.3. You shall not, directly or indirectly, make any detrimental or derogatory comments about TUTEEMI, its officers, employees, business partners, or tutors, either verbally or in writing, including on any social media platform or forum. Failure to comply with these obligations shall be deemed a serious breach of this Agreement.DATA PROTECTION AND MONITORING17.1. TUTEEMI reserves the right, in its sole discretion, to make changes to the terms of this Agreement at any time by providing written notice to You. Your continued use of TUTEEMI's services after such notice constitutes your acceptance of the modified terms.17.2. Only You and TUTEEMI have the right to enforce any term of this Agreement.17.3. No relaxation, indulgence, waiver or release by any party of any of the rights under this agreement on one occasion shall prevent the subsequent enforcement of such rights and shall not be deemed to be a waiver of any subsequent breach of any of the terms.17.4. This Agreement constitutes the entire agreement between You and TUTEEMI with respect to your engagement by TUTEEMI, and supersedes all prior agreements, understandings and representations, whether oral or written. You confirm that You are not entering into this Agreement in reliance upon any oral or written representations made to You by or on behalf of TUTEEMI.17.5. This Agreement is personal to You and may not be assigned or transferred to a third party without TUTEEMI’s express written consent.17.6. This Agreement shall be governed by and construed in accordance with the laws of Taiwan. Both parties agree that any dispute arising from or in connection with this Agreement shall be exclusively submitted to the Taipei District Court as the court of the first instance.TUTEEMI STANDARDSAs a tutor with TUTEEMI, You are expected to meet the following standards during your scheduled tutoring sessions. You must maintain regular communication with members of the TUTEEMI team and your clients, and promptly respond to any messages or inquiries. If You are unable to answer them for any reason, You must inform them as soon as reasonably practicable.Persistent failure to meet these standards will be considered a serious breach of the Agreement. The Tutor is responsible for preparing for lessons in advance and structuring them in a way that optimizes time for the benefit of the tutee, with the assistance of the TUTEEMI team. The Tutor must maintain the confidentiality of all tutee information.The Tutor may not assign any of their duties or obligations under this tutoring contract to a third party without the written permission of TUTEEMI. The Tutor is not required or obliged to complete homework or assignments on behalf of the tutee. In addition to your TUTEEMI responsibilities, You must also abide by the laws and regulations that govern Taiwan.CANCELLATION OF LESSONS BY TUTEEThe tutee may cancel by giving at least 24 hours prior notice to the TUTEEMI Team and the Tutor in which case no tuition fees will be incurred. The tutee shall reschedule the appointment at a time agreeable to both parties. Lessons not attended by the tutee without giving 24 hours prior notice to the Tutor shall be charged at the full rate. To cancel an appointment, please do so via LINE.CANCELLATION OF LESSONS BY TUTORThe Tutor may cancel lessons by giving 24 hours prior notice to the TUTEEMI Team and the tutee. The Tutor shall reschedule the appointment at a time agreeable to both parties, failing which the tutee shall be refunded with such a missed lesson fee. To cancel an appointment, please do so via LINE.LATE ARRIVALFees are calculated according to the time stipulated in the schedule and no adjustment shall be made for time lost because of late arrival by the tutee.
Any lost time because of the late arrival of the Tutor shall be compensated for by extending a lesson by mutual agreement and by such an amount of time that was lost.The applicant agreed at the same date and time when the form was submitted.
The Tutor : As the applicant.