Contractor Agreement

In these Contractor (Tutor) Terms and Conditions (Terms) “we”, “us” or “our” mean Hooray For Monday Pty Ltd trading as ‘Tutornova’ (ABN 29 611 879 657), its successors and assignees, and “you” or “your” mean the person, organisation or entity supplying the Tutoring Services as an independent contractor, collectively the Parties.

These Terms form the entire agreement under which you will use our Site and you will supply the Tutoring Services. Please read these Terms carefully. If you have any questions, please contact us before using our Site or registering to provide the Tutoring Services by using the contact details below.

 

REGISTRATION, ACCEPTANCE AND COMMENCEMENT DATE

You must apply to supply Tutoring Services by using the registration process outlined on our Site. We may at our discretion accept or reject any application for any reason, at our sole discretion. If your application is successful, we will send you a Confirmation Email confirming your registration and a copy of these Terms (Registration). It is your responsibility to check the registration details provided in the Confirmation Email.

Your supply of Tutoring Services, or use of our Site, indicates that you have had sufficient opportunity to access these Terms, and that you have read, accepted and will comply with these Terms.

These Terms will commence, and you accept these Terms, upon Registration in accordance with these Terms (Commencement Date).

Your Registration will renew automatically at the beginning of each new confirmed Booking, or such other period as agreed between us in writing. You acknowledge that such renewal will continue until the date on which these Terms are terminated in accordance with its terms (End Date).

 

TUTORING SERVICES

You agree to:

(a) perform the Tutoring Services per the Schedule, using our Online Platform and Site;

(b) for the Fees; and

(c) from the Commencement Date until the End Date,

in accordance with these Terms and the policies and procedures provided to you, as may be amended by us from time to time.

You are responsible for providing all things necessary, including equipment, materials, resources and supplies, to perform the Tutoring Services in accordance with these Terms.

You acknowledge and agree that the Services, Fees, payment terms, Payment Amount, Online Platform and our Site can be changed from time to time, and at our absolute discretion.

We may ask you to provide services in addition to the Tutoring Services, and we will pay you an amount for the additional services in accordance with these Terms, as mutually agreed between the Parties, in writing.

 

PAYMENT

We will pay you the per-hour rate for performing the Tutoring Services in accordance with these Terms, as set out in the Confirmation Email (Fees). The Fees will be paid for each hour of Tutoring Services provided by you in accordance with these Terms, on a pro-rata basis. The Fees are stated in Australian dollars and will be inclusive of GST.

You must provide the Tutoring Services at your own cost and, unless specified in the Confirmation Email, you will not be reimbursed for any out of pocket expenses.

In order to receive payment of the Fees, you must provide us with a valid tax invoice that complies with any invoicing guidelines released by the Australian Taxation Office from time to time, and that includes your ABN and a description of the Tutoring Services provided (including the hours taught).

Invoices are to be issued to us monthly in arrears. We will pay you the Fees within 14 days of receipt of a valid invoice, subject to these Terms and your performance of the Tutoring Services in accordance with these Terms to our satisfaction. We will pay you by direct debit to your bank account nominated at the time of Registration.

The Fees may be adjusted by us from time to time, as notified to you in writing (including by email). You may terminate these Terms if you do not agree with any adjustment to the Fees (in which case, clause ‘TERMINATION’ will apply).

 

COMMISSION

We will be entitled to payment of a percentage of the Payment Amount for referring students to you (as set out in the Confirmation Email), for developing, operating and granting you a licence to use the Site and the Online Platforms, and for performing all associated marketing, administrative and support services for the Tutornova Services (Commission). We will deduct an amount for the Commission from the Payment Amount, before paying any Fees due and payable to you, in accordance with these Terms. For the avoidance of doubt, the commission is calculated on the Payment Amount pursuant to all Booking Requests accepted by the Tutor.

The Commission may be adjusted by us from time to time without notice by updating the Site and its Terms.

 

DEDUCTIONS

If we are advised by a student that you have not performed the Tutoring Services to an appropriate standard or in accordance with these Terms, we will forward this information to you, and you agree to cooperate with us and do you all things necessary to resolve the complaint.

Without limiting any of our other rights under these Terms or otherwise, we reserve the right to set-off or deduct any amounts that are otherwise due and payable to you under these Terms, or otherwise refuse payment to you of any portion of the Fee, to the extent that:

(a) you have failed to perform the Tutoring Services in accordance with these Terms to our satisfaction;

(b) a student has lodged a complaint in relation to the Tutoring Services that you have provided, and we are of the opinion that the complaint is substantiated; or

(c) we have issued a refund to any student for any Tutoring Services that you have provided, and the refund was caused or contributed to by you.

You acknowledge and agree that our right to set-off or deduct any amounts under this clause is a genuine and reasonable pre-estimate of the loss that we will suffer as a consequence of the events outlined in this clause.

 

TUTOR’S WARRANTIES AND REPRESENTATIONS

You warrant and represent that, for the duration of these Terms, you:

(a) are at least 18 years of age and have the legal capacity, power and authority to enter into these Terms;

(b)  there are no legal restrictions or conflicts of interest (including with any of your other teaching or tutoring duties) preventing you from performing, or restricting your ability to perform, the Tutoring Services;

(c)  you are duly qualified and possess the necessary skills, expertise and training, and have performed all necessary background checks (including Working With Children Checks), to perform the Tutoring Services (and will provide evidence of such to us on request);

(d)  in performing the Tutoring Services you will act with due care, skill and diligence, and you will carrying out the Tutoring Services in a professional, conscientious and expeditious manner;

(e)  if required to do so, you will (at your cost) re-perform the Tutoring Services if you fail to perform the Tutoring Services in accordance with these Terms to our satisfaction;

(f)   you will comply with any reasonable directions given to you by us, from time to time, including comply with any of our policies or procedures, as amended from time to time;

(g)  you will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in performing the Tutoring Services;

(h)  you are not aware of any actual or potential conflict of interest in providing the Tutoring Services;

(i)   you will not infringe any third-party rights or violate any other agreement by performing the Tutoring Services;

(j)   you will not do anything that may harm our business or reputation, and you must do all things necessary to avoid any loss or damage to us our any of our property;

(k)  you have complied with all applicable legislation, awards and industrial instruments in engaging or employing all persons who will perform the Tutoring Services in accordance with these Terms;

(l)   you have a valid ABN which has been provided to us; and

(m) you are registered for GST purposes, if applicable.

 

PROMOTIONAL OFFERS

You acknowledge and agree that, from time to time, we may offer special promotions on our Site for students and for tutors (Promotional Offers). Each Promotional Offer will have its own terms and conditions, which are available on our Site and are subject to change at our discretion. You agree to comply with the terms and conditions of any Promotional Offers, as applicable.

 

PROMOTING TUTORS

We may promote you through our Site and publications based on your performance. You agree to us publishing personal information about you for the purpose of such promotion (including, for example, your name, photo, video and biographical information), as well as comments, feedback and ratings from students about you, through our Site or any of our publications. We reserve the right to remove or edit such content as we deem fit.

 

ACCOUNT

In order to supply the Tutoring Services, you are required to register one or more Accounts on our Site and Online Platforms. It is your responsibility to keep your Account details confidential, and you will remain liable for all activity on your Account. You should notify us of any breach of security of your username and password immediately. We may grant or refuse you permission to create an Account, and may disable any Account, or delete any data on your Account, at our discretion.

 

EXCLUSIVE USE

You agree that you will not permit, enable, introduce or facilitate any person other than yourself to have access to your Account, or to any part of the Materials, Online Platforms or the Tutoring Services.

 

OUR RIGHTS

We reserve the right to access, monitor and modify your Account, the Site, the Tutoring Services and the Online Platforms for training, maintenance, upgrades and security purposes at any time.

 

BOOKING REQUESTS

From time to time, we will notify you in writing to provide Tutoring Services to students (Booking Request). The Booking Request will provide details of the student, the Tutoring Services, and other information. You can accept Booking Requests by written notice to us in accordance with these Terms. You acknowledge and agree that we are under no obligation to submit Booking Requests to you, and that you may accept or reject Booking Requests at your discretion.

 

SCHEDULED BOOKINGS

You are responsible for confirming your availability at the Scheduled Bookings, and are expected to complete all Scheduled Bookings at the agreed date and time, unless you have rescheduled or cancelled the booking in accordance with these Terms. You are not expected to provide support outside of Scheduled Bookings. You may only contact students both during and outside of Scheduled Bookings through the Online Platforms (or the messaging service attached to your Accounts).

If you are unable to fulfil a confirmed Booking, you must use your best endeavours to notify us as soon as possible (but in any event, no later than 24 hours before the Scheduled Booking).

 

CANCELLATION / RESCHEDULING POLICY

The customer can cancel and amend a Booking on the Site, free of charge up to 24 hours prior to the Scheduled Booking. If the Customer cancels or reschedules a Booking within 24 hours of the Tutoring Service, they will have to pay a cancellation cost of 50% of the Scheduled Booking Payment Amount. Tutornova will notify the Tutor of any cancellation or amendment of a Booking as soon as practicable and you will be entitled to payment of 50% of your Scheduled Booking Fee.

The Customer cannot amend, extend or cancel a Booking during the performance of the Services.

 

STUDENT LATE ARRIVAL / NO SHOW

If a student is late to a Scheduled Lesson, you must wait at least 20 minutes for the student to arrive.

If the student arrives late, you must prioritise the content that your student wishes to cover in the session.

If your student is more than 20 minutes late to a Scheduled Lesson (deemed a ‘no show’), you may cancel the booking and you will be entitled to payment of the Fees in full for the Scheduled Booking in accordance with these Terms.

If a student requests that you end a lesson prematurely, you will be entitled to payment of the Fees in full for the Scheduled Booking in accordance with these Terms.

 

TUTOR LATE ARRIVAL / NO SHOW

If you are unable to fulfil a confirmed Booking, you must use your best endeavours to notify us as soon as possible (but in any event, no later than 24 hours before the Scheduled Booking).

If you notify us to reschedule or cancel any Scheduled Booking, but do so less than 24 hours before the confirmed Booking, Tutornova will deduct from the payments otherwise due to the Tutor 50% of the applicable Scheduled Booking Fees.

If you fail to fulfil a confirmed Booking and do not notify Tutornova, you will not be entitled to payment of the Fees for that Scheduled Booking and Tutornova will deduct from payments otherwise due to the Tutor 100% of the applicable Scheduled Booking Fee.

If you arrive late to, or fail to complete, a Scheduled Booking, you will be required to extend either that Scheduled Booking or a future Scheduled Booking, as agreed between the student and us.

The entire Scheduled Booking may be rescheduled for an alternate date or time, as agreed between the student and us.

Late arrival by the tutor or failing to complete confirming bookings is unacceptable and may lead to termination of your contractor agreement.

 

DRAWING TABLET AND STYLUS PEN POLICIES

If you provide Tutoring Services in any maths and/or science subjects, you will be required to purchase a Wacom Drawing Tablet and Stylus Pen (including any software on the Tablet and Stylus) (Tablet and Stylus) from us for the amount stipulated on the Site (plus postage and handling) (Tablet and Stylus Fee). We will invoice you the Tablet and Stylus Fees separately, and you must pay the Tablet and Stylus Fees in accordance with our invoice terms.

We will deliver the Tablet and Stylus to your nominated postage address, as provided by you in the Registration Process (Delivery).

Title and risk in the Tablet and Stylus will pass to you on Delivery. After Delivery, we will not be responsible for any loss or damage caused to the Tablet and Stylus, and will not be responsible for replacing any lost, stolen, or damaged Tablet and Stylus.

You expressly acknowledge and agree that, to the extent permitted by law, use of the Tablet and Stylus, and any applications or services performed by or accessed through the software on the Tablet and Stylus, is at your sole risk.

The Tablet and Stylus, and any other device that we may provide to you, is to be used solely for the Tutoring Services. You are not permitted to use, and we will not be held responsible or liable, for any use other than strictly for the Tutoring Services in accordance with these Terms. To the extent you use or access services, applications or third party materials using the Tablet and Stylus, or any other device that we may provide to you, you do so at your own responsibility and risk.

 

EXCLUSIONS

When providing the Tutoring Services, you must not offer students pre-written essay or assessment writing services (including for the purpose of students submitting work that is not their own). We reserve the right to terminate these Terms if you breach this clause.

 

YOUR CONDUCT AND CONTENT

You acknowledge that we have in place rules and policies for the acceptable use of the Site and the Online Platforms, and the provision of the Tutoring Services, and these will be made available to you. You agree to comply with these Terms and the rules and policies, as amended from time.

When providing the Tutoring Services, and using the Site and the Online Platforms, you must cooperate with us, and conduct yourself in an appropriate, decent, lawful, non-aggressive, non-bullying and proper manner, and comply with these Terms and any instructions or directions given to you by us, at all times.

You acknowledge and agree that we are unable to control the conduct of, or information provided by, you or third parties on our Site and the Online Platforms. While we have the right to review, remove or amend any content on our Site and some of the Online Platforms, we are under no obligation to do so. You acknowledge and agree that, to the maximum extent permitted by law, we will not be responsible or liable for any conduct of, or content created by, you or any third party on our Site or any Online Platform.

 

YOUR DATA AND SECURITY

You are not permitted to delete any data or information that you have uploaded or stored on any Online Platform or otherwise created by, or made available to, you as part of the Tutoring Services (including any Tutor Intellectual Property or Pre-Existing Intellectual Property), without our prior written consent.

You are solely responsible for downloading and appropriately saving and storing copies of any of your data or information that may be stored on any Online Platform or otherwise created by, or made available to, you as part of the Tutoring Services. We are not responsible and will not be held liable for any loss of data or information, any interception of data or information, or any loss of access or corruption to your data or information, stored on or transmitted through the Site, any Online Platforms, or any systems, servers or software (including cloud-based technologies) used as part of the Tutoring Services. We cannot guarantee, and will not be liable for, the security of the Site, any Online Platforms, or the Tutoring Services. To the fullest extent permitted by law, all Claims or risk arising out of the use or performance of the Site, any Online Platforms, or the performance of the Tutoring Services remains solely with you, including (without limitation) any virus, infection, contamination, infiltration or damage to your computer, system or network, or for any delays, inaccuracies, errors or omissions, arising out of or connected with, your use of the Site, any Online Platforms, or your performance of the Tutoring Services.

 

YOUR COOPERATION

You agree to do all things, and provide such information and materials necessary, and as we reasonably require for, to perform your obligations under these Terms. The information and materials that you provide to us, including in support of your application for Registration, must be complete, accurate and correct.

 

CAPABILITY TO PERFORM TUTORING SERVICES

You will be solely responsible for acquiring and maintaining all telecommunications, internet services and connectivity, and other hardware and software required to perform the Tutoring Services, including, without limitation, obtaining and maintaining a compatible web browser and all necessary licences, permissions and consents that may be required to perform the Tutoring Services.

 

RECORDING OF LESSONS

You are not permitted to record or otherwise store any lesson provided as part of the Tutoring Services without our prior written consent. You acknowledge and agree that all Scheduled Lessons may be automatically recorded for educational, coaching and quality purposes, and by accepting these Terms, you hereby consent to being recorded for this purpose. From time to time, we may request that your Scheduled Lessons be recorded for promotional and marketing purposes. We will only use recordings of you for promotional and marketing purposes with your written consent.

 

FEEDBACK

From time to time, we may request that you provide feedback, ratings, reviews and testimonials in relation to our Tutoring Services (Feedback), as well as your name, photograph, video and for promotional and marketing purposes. By providing such information to us, you expressly acknowledge and agree that you grant Tutornova a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable licence to use the Feedback for such purposes. We reserve the right to remove or edit Feedback as we deem fit.

 

TUTOR CONTENT

From time to time, we may commission you to provide content (including written or video content) for our publications, social media sites and Site for educational, promotional and marketing purposes. By providing such information to us, you expressly acknowledge and agree that you grant Tutornova a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable licence to use such information for such purposes. We reserve the right to remove or edit content as we deem fit.

 

TUTORNOVA INTELLECTUAL PROPERTY

As between the Parties, we own all Intellectual Property Rights in the Site, the Tutoring Services, the Materials, the Online Platforms and our business, products, services and branding (Tutornova Intellectual Property).

We grant you a limited, non-exclusive, non-transferable license (without the right to grant sublicenses) to use the Tutornova Intellectual Property solely for the purposes of performing the Tutoring Services in accordance with these Terms.

You must not breach our Intellectual Property Rights by, including but not limited to, altering or modifying any of the Tutornova Intellectual Property, creating derivative works from the Tutornova Intellectual Property, or using our Tutornova Intellectual Property for any purpose (including for commercial or resale purposes) other than as expressly contemplated by these Terms.

 

TUTOR INTELLECTUAL PROPERTY

You may create content in the course of supplying the Tutoring Services (Tutor Intellectual Property). You: (a) warrant that you have all necessary Intellectual Property Rights in relation to the Tutor Intellectual Property; (b) assign to us all rights of ownership in the Tutor Intellectual Property; and (c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.

If you have Moral Rights in any Tutor Intellectual Property, you: (a) irrevocably consent to any amendment of the Tutor Intellectual Property in any manner by us for any purpose; (b) irrevocably consent to us using or applying the Tutor Intellectual Property without any attribution of authorship for any purpose; (c) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and (d) agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statements.

You own all right, title and property, including all Intellectual Property Rights, in any information or documentation (other than Tutor Intellectual Property) which is your property and existed, in substantially the same form and with substantially the same content, prior to the date of these Terms (Pre-Existing Intellectual Property). The Tutor grants to Tutornova a royalty free, perpetual and irrevocable licence (with the right to grant sublicenses) to use the Pre-Existing Intellectual Property for the purposes contemplated under these Terms.

This clause will survive the termination of these Terms.

 

DISPUTES BETWEEN THE PARTIES

If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:

The complainant must give the respondent written notice of the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute (Notice). The Parties agree to discuss in good faith to seek to resolve the dispute by agreement between them, within 14 days after service of the Notice (Initial Meeting).

If the Parties cannot agree how to resolve the dispute at the Initial Meeting within 14 days after service of the Notice, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of NSW to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.

If the dispute is unable to resolve the dispute through mediation, the mediator will discuss with both Parties an appropriate alternative dispute resolution process to resolve the dispute.

Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

 

LIMITATION OF LIABILITY AND DISCLAIMERS

Third Parties: You understand that you may be required to use third party service providers or platforms to perform the Tutoring Services (Third Party). By accepting these Terms, you consent to us sharing your information with any such Third Party. You will be responsible for any and all costs, fees, expenses, and taxes of any kind related to the use of any Third Party services or platforms. We make no representation or warranty about the services or platforms provided by Third Parties, and to the maximum extent permitted by law, we exclude all responsibility and liability for the Third Party services or platforms, or their failure to provide the services or platforms.

Warranties: You acknowledge and agree that the information and material (including Materials) on our Site, provided as part of the Tutoring Services and on the Online Platforms are provided in good faith on an “as is” basis, and may be inaccurate, incomplete or unavailable from time to time. To the maximum extent permitted by law, all information and material (including Materials) are provided to you without warranties, guarantees, representations or conditions of any kind, either express or implied, and we expressly disclaim all warranties, guarantees, representations or conditions of any kind, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

Time Bar: To the maximum extent permitted by law, you agree that any cause of action that you may have against us related to, arising out of, or in connection with these Terms must be brought against us within one year after the cause of action accrues, otherwise, such cause of action will be permanently barred.

Indemnity: You are liable for and agree to indemnify us in respect of any Claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which we suffer, incur or are liable for as a result of:

(a) your use of the Site or the Online Platforms, or the manner in which the Tutoring Services are performed by you;

(b)  you, or any of your employees, agents or subcontractors claiming that they are an employee of us (including claims for wages, public holidays, annual leave, parental leave, personal/carer’s leave, long service leave, redundancy or termination of employment);

(c) any of your (or any of your employees’, agents’ or subcontractors’) acts or omissions, including any breach of these Terms; and

(d) any court, tribunal or authority whatsoever determining that you are deemed an employee of us under any law.

Exclusions: To the maximum extent permitted by law, we exclude all liability, and will have no liability, for:

(a) the Site, the Tutoring Services or the Online Platforms, your performance of the Tutoring Services, or your use of the Site or the Online Platforms;

(b) modifications to the Site, the Tutoring Services or the Online Platforms not authorised by us;

(c) any information or materials (including Materials) on or provided as part of the Site, the Tutoring Services or the Online Platforms;

(d) the Site or the Online Platforms being unavailable or failing to meet your expectations;

(e) any liability caused or contributed to by any of your acts or omissions;

(f) any liability caused or contributed by your failure to adopt any version, update, upgrade or release of any of the hardware or software pertaining to the Site, the Tutoring Services or the Online Platforms;

(g) any liability caused or contributed to by events or circumstances outside of our control; and

(h) any Consequential Loss.

Limitation: To the maximum extent permitted by law, our total liability arising out of or in connection with these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will be limited to the Commission received by us at the date on which the liability arose.

The obligations under this clause (‘LIMITATION OF LIABILITY AND DISCLAIMERS’) will survive termination of these Terms.

 

TERM AND TERMINATION

These Terms will commence on the Commencement Date and will end on the End Date.

We may terminate these Terms without cause by providing you with 14 days’ written notice at any time.

You may terminate these Terms by giving us a minimum of 14 days’ written notice, using the contact details provided below. You are expected to perform Tutoring Services for at least ten (10) weeks after the Commencement Date. If you terminate these Terms prior to this period then, without limiting any other clause under these Terms, you are required to pay us as a debt due and payable liquidated damages in the amount of $150 (excl. GST), and you acknowledge and agree that this amount is a genuine and reasonable pre-estimate of the loss that we will suffer as a consequence of your termination.

 

EFFECT OF TERMINATION

On termination of these Terms you agree:

(a) to immediately stop providing the Tutoring Services;

(b) any amount due by you to us under these Terms (including by way of indemnity) will be immediately due and payable to us;

(c) you are no longer authorised to use our Site, the Online Platforms or your Account;

(d) to promptly return (where possible) our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and/or Intellectual Property; and

(e)  to not delete any information or documentation (including any Tutor Intellectual Property or Pre-Existing Intellectual Property) on the Site or any Online Platform in relation to, or connected with, the Tutoring Services without our prior consent.

On termination of these Terms, we will:

  • subject to our rights to set-off or deduct amounts under these Terms, pay you the Fees for all Tutoring Services completed prior to termination; and
  • retain your documents (including copies) as required by Law, and your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.

The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

 

NON-COMPETE

You may engage in other work during the Term provided it does not conflict with your obligations under these Terms. If you become aware of any conflict of interest between these Terms and any other work you have been offered or are undertaking, you must inform us immediately in writing and take all steps as reasonably agreed with us to resolve the conflict.

You agree, that in consideration of the contract and remuneration provided under these Terms, during the Term and when the Term ends, not as a sole trader, partner, manager, employee, director, consultant, advisor, shareholder, unit holder, trustee or with any other entity in which you may at any time have any direct or indirect interest do any of the following:

(a)             directly approach, canvass, solicit or deal with any of our students (or their parents or guardians) with whom you had contact with during the duration of these Terms (who were our students at the date of termination of these Terms or within the 12 months prior); or

(b)  induce or solicit any of our employees, contractors or agents or any of their subsidiaries or related companies to leave our employment, agency or engagement or such subsidiary or related company (who were employees, contractors or agents at the date of termination of these Terms or within the 12 months prior).

This clause applies for:

(a)             twelve (12) months, or (if that duration is held by a court to be unreasonable);

(b) six (6) months, or (if that duration is held by a court to be unreasonable);

(c) three (3) months,

in:

(d) the Commonwealth of Australia, or (if that geographical area is held by a court to be unreasonable);

(e)             the States or Territories in which you supply the Tutoring Services for us at the date of termination of these Terms, or (if that geographical area is held by a court to be unreasonable);

(f)   the metropolitan area of the capital cities in which you perform Tutoring Services for us at the date of termination of these Terms.

Each restraint contained in these Terms, resulting from any combination of the wording and definitions in this clause, constitutes a separate and independent provision, severable from the other restraints. If a court of competent jurisdiction finally decides any such restraint to be unenforceable or whole or in part, the enforceability of the remainder of that restraint and any other restraint will not be affected.

You acknowledge that this clause is reasonable in terms of its extent and duration and goes no further than is reasonably necessary to protect our interests and confidential information. You also agree that this clause does not unreasonably restrict your right to carry on your profession or trade.

 

GENERAL

Assignment: We may assign or transfer our rights or obligations under these Terms without your consent. You must not assign any rights and obligations under these Terms, whether in whole or in part, without our prior written consent.

Subcontracting: You must not subcontract the performance of any part of the Tutoring Services without our prior written consent, which may be withheld in our absolute discretion.

Taxation & Third Party Payments: You are responsible for, and will indemnify us in relation to, the payment of any salaries, annual leave, sick leave, long service leave, taxes, fees, charges, superannuation contributions and other imposts that apply to you (or any of your agents, employees or subcontractors) in relation to the performance of the Tutoring Services.

Insurance: You (and your agents, employees and subcontractors) are not entitled to the benefit of any accident, third party liability, public liability or indemnity policies of insurance or workers compensation policies that we may hold. You agree to make your own arrangements to ensure adequate insurance coverage is effected and maintained for the duration of these Terms (including public liability and professional indemnity insurance) and to ensure that we are nominated as an interested party on any such insurance policies. You agree to provide us with evidence of such arrangements, if requested.

Privacy: In performing the Tutoring Services, you agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable Laws. Our Privacy Policy sets out how we collect, use and protect your personal information. This is available on the Site.

Confidentiality: You agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information solely for the purpose for which it was disclosed or provided by us to you. This clause will survive termination of these Terms.

Good faith: You agree at all times to act in good faith when dealing with us and your students under these Terms.

Compliance with Law: You agree to comply, at your cost, with all applicable Laws.

Relationship of Parties: You may describe yourself as our independent contractor, but you must not describe yourself in any way as our employee or agent. You have no authority to bind, and must not bind, us in any manner, without our prior written consent. These Terms are not intended to create a relationship between the Parties of partnership, joint venture, agency or employer-employee. Neither Party has authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the other Party.

Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.

Communications: You must not exchange personal contact details with students or the parents or guardians of students, or communicate directly with students outside of the Online Platforms (or messaging services attached to your Accounts). Only we are authorised to communicate with students and approve matters related to the Tutoring Services and these Terms.

Notices: Any notice in connection with these Terms will be deemed to have been duly given when made in writing and delivered or sent: (a) by us, to your email address, postal address, or to the messaging service attached to your Account, and (b) by you, using the contact details below.

Waiver: Any failure by a Party to insist upon strict performance by the other of any provision in these Terms will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by us of any of these Terms shall be effective unless we expressly state it is a waiver and we communicate to you in writing.

Severability: If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Jurisdiction and Applicable Law: These Terms are governed by the laws of NSW and the Commonwealth of Australia and subject to the exclusive jurisdiction of the courts operating in NSW. The Site may be accessed throughout Australia and overseas. We make no representation that the Site complies with the laws (including intellectual property laws) of any country outside Australia. If you access the Site from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access the Site.

Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.

Amendment: No amendment to these Terms or the Tutoring Services will be valid unless approved in writing by us. Tutornova periodically reviews the Terms and reserves the right to change the Terms at our absolute discretion, without any notice to you, by updating this document. You should review this document, as available on the Site, regularly as any changes to the Terms take immediate effect from the date of the publication on this document. We will provide you with 14 days’ notice of the varied Terms if we determine that the amendment is material, at our discretion. Your performance of the Tutoring Services following any such amendments will be deemed to be confirmation that you accept those amendments. If you have reasonable grounds to believe that the varied Terms will be materially detrimental to your rights, you may terminate these Terms without penalty within 7 days of receiving notice of the varied Terms. We recommend that you check the current Terms before providing Tutoring Services or purchasing a product or service.

 

INTERPRETATION

In these Terms, unless the context otherwise requires:

  • Account means the profile that you create to provide the Tutoring Services, including any other Accounts on our Site and Online Platforms used to provide the Tutoring Services, in accordance with these Terms;
  • Booking means a reservation made by a Customer on the Site for Tutoring Services to be carried out at a scheduled time and duration;
  • Booking Request means the SMS, notification and email sent by Tutornova to the Tutor to convey a Booking and to seek the Tutor’s acceptance of a Booking;
  • Claim / Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a Party to these Terms or otherwise;
  • Commission has the meaning given to it in these Terms;
  • Confidential Information includes confidential information about either Party, their credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, Customer and supplier lists (including prospective Customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as “confidential”;
  • Confirmation Email means the email received by you from us, confirming your Registration, and attaching and forming part of these Terms;
  • Consequential Loss means any Claims (whether direct, indirect, incidental, special, consequential and/or incidental) for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, arising out of or in connection with these Terms, even if we were expressly advised of the likelihood of such loss or damage;
  • Customer means a user, being a person, organisation or entity, who has made a Booking;
  • End Date has the meaning given to it in these Terms;
  • Fees means the tutoring fees per hour payable to the Tutor for the Tutoring Services, as set out in the Confirmation Email, in accordance with these Terms;
  • GST has the meaning it has in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
  • Intellectual Property Rights mean all present and future rights in or to any patent, copyright, database rights, registered design or other design right, utility model, trade mark (whether registered or not and including any rights in get up or trade dress), brand name, service mark, trade name, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights;
  • Laws means any relevant law, legislation, ordinance, regulation, by-law, subordinate legislation, standard and code, and any approval, licence or consent issued by a government department or statutory authority in any relevant jurisdiction, and including any renewal of, or variation to, any of them (and including any fee, rate, tax, levy and charges payable in respect of any of them);
  • Materials means any materials and resources provided by us to you under these Terms;
  • Online Platforms means online technology platforms, software and/or communication systems, including, but not limited, to video conferencing software, document collaboration and chat software used to deliver Tutornova Services, which is either provided by us and/or third party providers;
  • Payment Amount means the Customer pricing payable by the Customer for the Tutoring services under the Booking;
  • Pre-existing Intellectual Property has the meaning given to it in these Terms;
  • Registration has the meaning given to it in these Terms;
  • Schedule means a schedule to these Terms;
  • Scheduled Booking means the booked tutoring service in which the Tutoring Services are to be provided by you, as further particularised in the Confirmation Email;
  • Site means our website (https://tutornova.com.au) as supplemented, varied or replaced from time to time;
  • Tutoring Services means the tutoring services set out in the Schedule provided by the Tutor, and as further particularised in the Confirmation Email;
  • Tutornova Services means any tutoring, education, mentoring or services (including any servers, systems, software (including cloud-based technologies), products, materials or Online Platforms used in connection with Tutornova Services) and all associated marketing, administrative and support services provided by Tutornova;
  • Tutor Intellectual Property has the meaning given to it in these Terms; and
  • Terms mean these User Terms and Conditions, together with any schedules or Confirmation Email as contemplated by these Terms, as amended in accordance with its terms.

 

For any questions or notice, please contact us at:

Tutornova (ABN 29 611 879 657)

Suite 3, Level 27
Governor Macquarie Tower
1 Farrer Place
Sydney NSW 2000
AUSTRALIA

support@tutornova.com.au

 

SCHEDULE

Tutoring Services:

  • Providing high quality online private tutoring lessons to students
  • Coming to lessons prepared with teaching materials, student resources and homework
  • Creating personalised study plans / action plans and tracking student progress and accountability
  • Ongoing commitment to assigned students on a weekly basis at a regular time slot
  • Personalised mentoring – supporting students beyond imparting theory, by proactively helping with assessment planning, exam strategies, study skills such as personal organisation and time management
  • Tailoring each lesson to the student’s individual needs
  • Helping students plan, structure and improve on their assessments
  • Proactively guiding students to fill in any other ‘gaps’ in learning
  • Assigning, tracking and marking homework
  • Providing high quality study resources, including top band responses, practice exam papers and relevant learning material
  • Ongoing monitoring of student progress and updating our Support Team
  • Completing additional ad hoc marking and feedback requests on student work outside of lessons
  • Opportunity for ad hoc responsibilities around creating educational resources and content for Tutornova