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EDUGRAFF SERVICE AGREEMENT WITH TUTORS

 

1. Recitals. This Services Agreement ("Agreement") constitutes a legal agreement between you, an individual ("you"), Edugraff Pty Ltd, an Australian company registered in Western Australia under ACN 634 167 016 (“Edugraff”) trading as (“Edugraff”).Edugraff will procure and facilitate the provision of lead generation services, being online live  tutoring support and related services rendered via a digital technology application that enable tutoring providers to engage in tutoring services as a subscription ("Edugraff Services") to you, an independent provider of tutoring services ("tutoring Services"). Edugraff will license you the Edugraff application ("Tutor account"), application provided by Edugraff that enables you to access and receive the Edugraff Services. The Edugraff Services and Tutor account enable you to engage in tutoring Services from registered students and their parents using the web application provided by Edugraff . In order to use the Edugraff Services and Tutor account, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Edugraff shall be bound by the terms and conditions set forth below.

 

 2. Provision of tutoring Services.

As a registered active tutor,you will be listed in the Edugraff website(www.edugraff.com.au) Edugraff may display your professional profile and average student rating. As a registered tutor, you understand and agree that the details in your profile will appear in search engines and in social media for marketing purposes and campaigns. If you disagree, you must not register as a tutor with us and intimate us at the earliest if already registered, so Edugraff can promptly deactivate your teacher account.

 

As independent provider of tutoring services, you will provide us your expected rates in each subject area that you wish to provide services. If you are accepted to teach using Edugraff platform, requests from students interested in receiving online tutoring in your area of expertise will be provided to you based on factors like students preference, students budget and availability. If you accept a student’s request ,Edugraff will setup a subscription which enables you and the student ,access to interactive whiteboard at times suitable to both parties based on initial plan and availabilty. Before entering into paid sessions, you will be required to provide a trial session ( first free session) to ensure that you and student are interested to continue the subscription. Further you and the student can communicate within the platform for changing individual session times, adapt to the needs of the student. You acknowledge and agree that Edugraff will provide the Student with certain information about you, including your first name, contact information, photo, location. You shall not contact any Student or otherwise use any of their personal information other than for the purposes of fulfilling tutoring Services within the web application. You acknowledge and agree that you alone will choose the most effective  manner to perform each of tutoring sessions, and, except for the provision of the Edugraff web application services and the licence to use the Tutor account, you will need to provide at your own expense all necessary equipment, tools and other materials to perform tutoring Services ( Computer, good internet ,digital pen , head set etc )

 

You acknowledge and agree that Edugraff cannot guarantee regular sessions or regular supply of students. This depends on your skill as a tutor to attract more students. You will be provided with provisions to update your profile description and send Edugraff a brief sample session to showcase your skills to prospective students.

 

 3. Your Relationship with students  and parents

You will be provided access to School students including students below the age of 18  via the Edugraff application for provide tutoring services..You acknowledge and agree that your provision of tutoring Services to students creates a legal and direct business relationship between you and the students and their parents. You acknowledge and agree that your agreement is with the parent or a person above 18 years and if you are contacted by students below 18 years you will take all precautions necessary to communicate matters regarding your agreement with their legal guardian / parent. Edugraff and their affiliates are not responsible or liable for the actions or inactions of a Student or Parent in relation to you, your  sessions or activities. You shall have the sole responsibility for any obligations or liabilities to students and / or their parents or third parties arising from your provision of tutoring Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper regarding any acts or omissions of a Student ,Parent or third party. You acknowledge and agree that you shall not tutor any student provided by Edugraff outside the Edugraff platform.

You acknowledge and agree that Edugraff’s provision of the Edugraff Services and Edugraff’s licence to you of the Tutor account creates a legal and direct business relationship between Edugraff and you. Edugraff shall not be deemed to direct or control you generally or in your performance under this Agreement, including in connection with your provision of tutoring Services, your acts or omissions, or your operation. Except as expressly set out herein, you retain the sole right to determine when and for how long you will utilise the Tutor account or the Edugraff Services. You alone decide when, where and for how long you want to use the Tutor account, and can change your availability for providing services at any time. Your changes in availability will be reflected in Edugraff platform. As an independent provider of services, you can assign your staff or subcontractors to provide tutoring services after informing Edugraff in writing. If the staff or subcontractors are used to teach students online, it is at your sole discretion and responsibility  as Edugraff will not access their skill level .You are expected to inform and get consent of your existing students or their parents while making these arrangements. All your tutor staff or subcontractors must be registered as tutor in Edugraff platform under your business and bank details. You will be required to submit an undertaking that the person is your staff or subcontractor. If you fail to make such alternate arrangements resulting in discontinuity of your services, in your absence, Edugraff reserves the right to assign another tutor to the student.

 

You acknowledge and agree that you will not: (a) display Edugraff’s name, logos or colors or wear a uniform or any other clothing displaying Edugraff’s names, logos or colors, unless you and Edugraff (as applicable) have agreed otherwise or if so required by law. You retain the complete right to engage in other business or income generating activities, and to use other tutoring application services and apps in addition to the Edugraff Services and the Tutor account. Edugraff retains the right to, at any time at its sole discretion, restrict you from using the Edugraff Services in the event of a violation of this Agreement or any relevant Edugraff policy, your disparagement of Edugraff, or your act or omission that causes harm to Edugraff’s, brand, reputation or business as determined by Edugraff in its sole discretion. Edugraff also retains the right to restrict you from using the Edugraff Services for any other reason at the sole and reasonable discretion of Edugraff. Edugraff retains the right to, at any time at its sole discretion, deactivate or otherwise restrict you from accessing the identification and password key assigned to you by Edugraff and/or the Tutor account, in the event of a violation of this Agreement, any relevant Edugraff policy, including the Child protection policy or the Edugraff Privacy Policy , your disparagement of Edugraff, or any of their affiliates, your act or omission that causes harm to Edugraff’s, or their affiliates’ brand, reputation or business as determined by Edugraff in its sole discretion. Edugraff also retains the right to deactivate or otherwise restrict you from accessing the Tutor account, for any other reason at the sole and reasonable discretion of Edugraff.

 

 

4. Your Relationship with Edugraff

 You acknowledge and agree that Edugraff reserves the right, at any time in its sole discretion to restrict you from using the Edugraff Services, if you fail to meet the requirements in this Agreement. You also acknowledge and agree that Edugraff reserves the right, at any time in its sole discretion to deactivate or otherwise restrict you from accessing the Tutor account, if you fail to meet the requirements in this Agreement.

 

 5. Ratings.

 You acknowledge and agree that Students will be prompted by the Edugraff Application to rate you and your tutoring Services periodically, and you will be prompted to rate your Students. This can also include comments and other feedback, which, along with the rating, you agree to provide in good faith. Edugraff, and their affiliates reserve the right to use, share and display your Student’s ratings and comments in any manner in connection with the business of Edugraff, without attribution to you or your approval. You acknowledge and agree that Edugraff is a distributor (without an obligation to verify) and not publishers of your ratings and comments, and may remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Edugraff, or their affiliates’ content policies. There is no obligation on you or the Student to provide ratings or comments nor is there any consequence for not providing a rating.

 

 6. Requirements.

You acknowledge and agree that you may be subject to certain background, Child safety, Police check and other checks from time to time. You acknowledge and agree that at all times you shall hold and maintain a valid working with children card. You acknowledge and agree that you have a citizenship, residency or visa status that allows you the right to work in Australia. You acknowledge and agree that you will provide the tutoring Services with due skill, care and diligence and that you will maintain high standards of professionalism, service and courtesy. You acknowledge and agree that all students assigned to you shall be tutored according to their specific needs based on curriculum,grade and adaptive to the student’s capability in the subject in case of one to one tutoring.

 

 

7. Documentation.

To ensure your compliance with all requirements in clause 6 above, you must provide Edugraff with written copies of all such permits, work entitlements, registrations and certifications (including renewals) prior to and during your provision of any tutoring Services, and allow Edugraff to review any of this documentation on an ongoing basis (note that Edugraff may independently verify your documentation in any way Edugraff deems appropriate in its reasonable discretion). You must notify Edugraff immediately if you cease to hold any permits, work entitlements, registrations and certifications or there are changes to the terms of any of those which would alter your ability to provide the tutoring Services in accordance with applicable laws. Edugraff shall, upon request, be entitled to review such permits, work entitlements, registrations and certifications from time to time. Your failure to meet any of the requirements in this clause or clause 6 shall constitute a material breach of this Agreement.

 

8. PAYMENTS

In consideration of Edugraff’s provision of the Edugraff Services to you, you agree to pay Edugraff a service fee

Service fee payable to Edugraff ( subject to change)

The service fee payable to edugraff for using the Tutor account are calculated as shown below:

Hourly rate of service fee ( Excluding GST) =  $ 5+ 20% of T  ,where T is your agreed hourly rate.

Example: If the Tutoring rate per hour is $50, the service fee payable to Edugraff is

 5+20% of 50= $15

Note that for the above calculation , each live session time of one full hour duration is considered.

For international tutoring services  if any,other charges shall apply to account for administration and currency conversion.

You acknowledge and agree that Edugraff may, in its sole discretion: (i) adjust the Service Fee; or (ii) introduce a new model to determine the Service Fee payable by you. Edugraff will provide you with at least 14 days' notice in the event of an increase to the Service Fee .If either of these occurs, you have the right to terminate the Agreement immediately, without notice. Continued use of the Edugraff Services after any such change in the Service Fee calculation shall constitute your consent to such change

 

The Edugraff application will automatically calculate your hourly rate to students,that is the total of your agreed negotiated hourly rate and service fee payable to Edugraff  for the tutoring sessions that you have provided via the Edugraff Services ("hourly fee"). Edugraff will calculate the chargeable rate on your behalf. Edugraff reserves the right to change the service fee and fee Calculation method at any time at Edugraff's discretion. Edugraff will provide you with notice in the event that any such change would result in a change in service fee or hourly fee chargeable to students. Continued use of the Edugraff Services after any such change shall constitute your consent to such change. You appoint Edugraff as your limited payment collection agent solely to accept the fee, applicable taxes and fees from the Student on your behalf via the Edugraff Services’ payment processing functionality, and agree that the Student’s payment to Edugraff shall be considered the same as payment made directly by the Student to you. Edugraff will provide you with notice via the Tutor account, of the Service Fee that applies to each tutoring Service that you provide.

 

If a Student makes a request to cancel a tutoring session, you will be notified immediately via the application , email or SMS .You may contact the student to arrange alternate time or reject the request.

 If you are unable to attend a session,you can initiate reschedule of individual upcoming sessions. Edugraff application will send a communication to student. You can also communicate with student via the Edugraff Application to arrange alternate time for the upcoming sessions.

All tutoring sessions are automatically recorded by the web application. You acknowledge that intellectual property rights in all study content and sessions taken vests or will vest with Edugraff. Edugraff gives you a revocable, non-assignable and royalty-free licence to use such material for you to review or to promoting your tutoring business

 

Edugraff reserves the right to adjust payment in relation to a particular fee for reasons such as inefficient sessions, failure to properly deliver the session, incomplete sessions (completed sessions are of one hour duration and hence a chargeable session), or technical error in the Edugraff Services. In situations where students were charged for tutoring Services that were not provided or Student complaints, Edugraff may cancel a fee entirely or if the fee has already been paid, require reimbursement of the fee from you. Edugraff reserves the right, in its sole discretion, to seek reimbursement from you if Edugraff discovers payment processing errors. Edugraff may obtain reimbursement of any amounts owed by you to Edugraff by deducting from future fees owed to you, debiting your card on file or your bank account on record, or seeking reimbursement from you by any other lawful means. You authorise Edugraff to use any or all of the above methods to seek reimbursement.

 

 9. Receipts.As part of the Edugraff Services, Edugraff provides you with a system for delivering invoices to students for tutoring Services rendered. Edugraff prepares and issues receipt or invoices to the Student . It includes amounts charged to the Student for tutoring Services and certain information about you (including your name, contact information).

You agree and acknowledge that, you shall keep updated in your Edugraff tutor account, any changes in your GST registration status to generate the correct invoice for students. Edugraff will not be responsible for any error in invoice resulting from your delay in updating your GST registration status and the invoice amount to students shall be always inclusive of GST. Your invoice to students shall include the details of the session for the stated period ,including date of session , time, duration and tutor’s details ( Name and ABN).

 

Any corrections to a Student's receipts or invoices for tutoring Services must be submitted to Edugraff in writing within 3 business days after the completion of such tutoring Services. Absent such a notice, Edugraff shall not be liable for any mistakes in or corrections to the receipt /invoice or for recalculation or disbursement of the fee.

 

10. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Edugraff, may seek to attract new students and to increase existing students’ use of the Edugraff Application. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

 

11.Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of tutoring Services as required by applicable law; and (b) provide Edugraff with all relevant tax information requested of you by Edugraff,(including a valid Australian Business Number (ABN) and/or Goods and Services Tax (GST) registration number under which you provide tutoring Services, if obtaining such a valid ABN and/or GST registration number is required of you by applicable law). You further acknowledge and agree that you are responsible for taxes on your own earnings arising from your provision of tutoring Services, including without limitation, income tax and GST.

 Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement by you to Edugraff are exclusive of GST. If GST is payable on any supply by Edugraff made under this Agreement, for which the consideration is not expressly stated to include GST, you agree to pay Edugraff an additional amount equal to the GST. Edugraff invoice to you shall include details like ,Business name and ABN of both parties, session details including, Student name, date of session, time and duration.

 

12. Other Fees. You acknowledge and agree that Edugraff may, in its sole discretion, charge other fees in addition to the Service Fee .Edugraff will provide you with at least 14 days’ notice before it implements any such fees. Your use of the Edugraff Services after the implementation of the new fees shall constitute your consent to Edugraff charging such fees. If Edugraff imposes or provides notice of an intention to impose a fee under this clause 12, you have the right to terminate the Agreement immediately, without notice. There are no fees payable to Edugraff in connection with the Tutor account and licence granted under clause 15.

 

Subject to this Agreement, Edugraff grants you a personal, non-exclusive, non- transferable, right to use the Tutor account solely for the purpose of providing tutoring Services. This license shall immediately terminate in the event that you cease to provide tutoring Services ,you must then discontinue to use the Tutor account. You agree not to give the Tutor account or any associated data to anyone else.

 

 13. Term & Termination. This Agreement shall commence on the date that the Agreement is executed by you (electronically or otherwise) and will continue until terminated by you or Edugraff which any party can do (a) without cause at any time on 30 days’ prior written notice to the other parties; (b) immediately, without notice, for any other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of any other party, or upon such other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Edugraff may restrict you from using the Edugraff Services and/or Edugraff may deactivate or otherwise restrict you from accessing or using the Tutor account immediately, without notice, in the event you no longer qualify, under applicable law or the standards and policies of Edugraff, to provide tutoring Services, or as otherwise set out in this Agreement.

 

14. Effect of termination. Upon termination of the Agreement, you shall immediately cease using the Tutor account. Outstanding payment obligations shall survive any such termination.

 15. Privacy. Your personal information will be collected, used and shared in accordance with the Edugraff Privacy Policy.

 

16. Intellectual Property. Subject to the terms and conditions of this Agreement, Edugraff hereby grants you, for no consideration, a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Tutor account in connection with the provision of the Edugraff Services by Edugraff solely for the purpose of providing tutoring Services to students and tracking your service fee. Edugraff, its affiliates and respective licensors reserve all rights not expressly granted in this Agreement. The Tutor account and all data related to the access and use of the Edugraff Services (including all intellectual property rights in all of the foregoing) are and remain the property of Edugraff, its affiliates or respective licensors. You shall not improperly use the Edugraff Services or Tutor account. You shall not use any of Edugraff’s names, logos or marks for any commercial purpose except as Edugraff expressly allows, nor shall you try to register or otherwise use or claim ownership over any of Edugraff’s or its affiliates’ names, logos or marks. You shall not copy, modify, distribute, sell or lease any part of the Tutor account, Edugraff Services or related data, nor shall you reverse engineer or attempt to extract the source code of Edugraff software, except if allowed by law.

17. Confidentiality. This Agreement and any information provided by Edugraff or Edugraff to you, which Edugraff or Edugraff designates as confidential or which you should reasonably know should be treated as confidential, should be treated accordingly.

 

 18. Insurance You agree to maintain during the term of this Agreement Working with Children card,Professional indemnity insurance, Public liability insurance that satisfy the minimum requirements to provide tutoring services in Australia. You agree to provide Edugraff with a copy of the insurance policy, policy declarations, proof of insurance and proof of premium payment for the insurance policy upon request. Furthermore, you must provide Edugraff with written notice of cancellation of any insurance policy required by Edugraff. Edugraff shall have no right to control your selection or maintenance of your policy. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not Edugraff’s to resolve them with your insurer(s). Edugraff may maintain during the term of this Agreement ,procure or arrange insurance related to your provision of tutoring Services as determined by Edugraff in its reasonable discretion, provided that Edugraff and its affiliates are not required to provide you with any specific insurance coverage for any loss to you.Should Edugraff procure insurance related to your provision of tutoring Services, Edugraff may cancel such coverage at its sole discretion at any time. You are required to promptly notify Edugraff of any special incidents that occur while providing tutoring Services and to cooperate and provide all necessary information

 

In relation to the tutoring Services, you agree that you are not an employee, or a worker or a deemed worker for the purposes of any workers compensation laws and therefore acknowledge that Edugraff and/or Edugraff do not, and are not required to, maintain or provide you with workers’ compensation insurance or maintain other occupational accident injury insurance on your behalf. You agree to maintain at your cost during the term of this Agreement workers’ compensation insurance or other occupational accident injury insurance (or the local equivalent) as required by any applicable law in Australia (provided that the foregoing shall have no impact on the mutual understanding between you and Edugraff that you are a self-employed individual (including from a labour and social security perspective) and otherwise comply with all statutory workers compensation requirements.

 

19. Indemnity. You shall indemnify, defend (at Edugraff’s and Edugraff’s option) and hold harmless Edugraff, Edugraff and their affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including students ,parents , regulators and governmental authorities) directly or indirectly related to your provision of tutoring Services or use of the Edugraff Services (“Losses”). Your liability under this clause 20 shall be reduced proportionately if, and to the extent that, Edugraff directly caused or directly contributed to any such Losses.

 

 20. Tax Indemnity. You shall comply with all of your obligations under tax and social security laws to the extent applicable to this Agreement. You shall indemnify Edugraff, Edugraff and their affiliates from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on Edugraff, Edugraff and/or their affiliates as a result of your failure to comply with any of your tax obligations, or for providing false information requested of you under clause 11. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) (“Tax Liabilities”) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between Edugraff and you by the Dutch or Australian taxation, fiscal or social security authority or the taxation, fiscal or social security authority of any other country. The indemnity set out in this clause 21, insofar as it relates to a finding by a judicial body or legislative authority of competent jurisdiction that there is an employment relationship between you and Edugraff or an affiliate of Edugraff, applies only to that proportion of Edugraff’s or Edugraff’s affiliates liability that directly or indirectly relates to or arises from you holding yourself out to be an employee of Edugraff  or any of their affiliates, or any other act or omission by you that is not expressly authorised by Edugraff and would reasonably suggest to a third party that you are an employee of Edugraff  or any of their affiliates.

 

21. Representations and warranties. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all licenses and other governmental authorisations necessary to provide tutoring Services under this Agreement, and tutoring services to third parties generally.

22.Disclaimer. This clause 22 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law. Edugraff and their affiliates (as applicable) provide, and you accept, the Edugraff Services and Tutor account on an “as is” and “as available" basis, and do not represent, warrant or guarantee that the Edugraff Services or Tutor account will be uninterrupted or error free. Edugraff and their affiliates function as a lead generation and web platform service providers only and Edugraff and their affiliates make no representations, warranties or guarantees as to the actions or inactions of the students and / or their parents who may request or receive tutoring Services from you, and Edugraff and their affiliates do not screen or otherwise evaluate students. Notwithstanding the appointment of Edugraff as the limited payment collection agent of you for the purpose of accepting payment from students and / or their parents on your behalf as set forth in clause 8, Edugraff expressly disclaim all liability for any act or omission of you, any Student or other third party.

 

23. No Service Guarantee. This clause 23 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law. Edugraff and their affiliates do not guarantee the availability or uptime of the Edugraff Services or Tutor account. You acknowledge and agree that the Edugraff Services or Tutor account may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Edugraff Services or Tutor account may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Edugraf and their affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.

 

24.Limitation of Liability. This clause 24 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law.

 Edugraff and each of their affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or otherwise, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Edugraff's (or an affiliate of Edugraff's) obligation to remit amounts owed to you pursuant to clause 8 above, but subject to any applicable limitations or other provisions contained in these Agreement, in no event shall the liability of Edugraff, and/or any of their affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Edugraff in the 6 months immediately prior the event giving rise to such claim. You acknowledge and agree that any and all claims you have or purport to have against Edugraff, Edugraff and/or their affiliates should be notified to Edugraff, Edugraff and/or their affiliates within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so. This limitation of liability only applies to the extent the law allows.
 

25. Relationship. Edugraff is acting as the limited payment collection agent solely for the purpose of collecting payment from students and / or their parents on your behalf, except as otherwise expressly provided herein. This Agreement is not an employment agreement, and does not create an employment (including from a labour law, tax law or social security law perspective), joint venture, partnership or agency relationship. You have no authority to bind Edugraff and/or their affiliates, or hold yourself out as an employee, independent contractor, worker, agent or authorized representative of Edugraff and/or their affiliates.

 

 Where, by implication of mandatory law or otherwise, you may be deemed an employee, agent or representative of Edugraff or any of their affiliates, you undertake and agree to indemnify, defend (at Edugraff’s option) and hold Edugraff, and any of their affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship. The indemnity set out in this clause 26, insofar as it relates to a finding by a judicial body or legislative authority of competent jurisdiction that there is an employment relationship between you and Edugraff, or any of their affiliates, applies only to that proportion of Edugraff’s liability that directly or indirectly relates to you holding yourself out to be an employee of Edugraff or any of their affiliates, or any other act or omission by you that is not expressly authorised by Edugraff and would reasonably suggest to a third party that you are an employee of Edugraff or any of their affiliates. You expressly agree that where required or implied by applicable law or otherwise, you may be deemed an employee, agent or representative of Edugraff or an Affiliate of Edugraff any payments made to you will be taken to be inclusive of (i) superannuation contribution amounts; and (ii) amounts equivalent to all taxes (including but not limited to income taxes) payable by you in respect of those payments, in each case that Edugraff or Edugraff (or any of their affiliates) may otherwise be required to pay under applicable law.

26. General. You hereby acknowledge and agree that, by using the Edugraff Services, or using the Tutor account, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to fee Calculations. Continued use of the Edugraff Services or Tutor account after any such changes shall constitute your consent to such changes. Invalidity of any provision in this Agreement does not affect the rest of this Agreement. Edugraff may assign or transfer this Agreement or any or all of their respective rights or obligations hereunder, in whole or in part, without your prior consent (you may not, however, as the Agreement needs to remain with you). Should Edugraff do so, you have the right to terminate this Agreement immediately, without prior notice. Edugraff may subcontract its rights and obligations under this Agreement. This Agreement, including the recitals and all supplemental terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter, and replaces and supersedes all prior or contemporaneous agreements or undertakings on this subject matter. In this Agreement, “including” and “include” mean “including, but not limited to.”

 

 27. Modification. Edugraff reserve the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement available to you on the Edugraff Application. Edugraff reserve the right to modify any policies or information referenced at hyperlinks from this Agreement from time to time. Edugraff will provide you with at least 14 days’ notice in the event of a material change to any clause of the Agreement, provided that in such event you shall have the right to terminate the Agreement immediately upon receiving notice from Edugraff. You hereby acknowledge and agree that, by using the Edugraff Services, or the Tutor account, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to fee Calculations. Continued use of the Edugraff Services or Tutor account after any such changes shall constitute your consent to such changes.

 

 28. Supplemental Terms. Supplemental terms may apply to your use of the Edugraff Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Edugraff will provide you with 14 days’ notice in the event that it adds or modifies Supplemental Terms in a manner that it reasonably considers materially alters your rights under the Agreement, provided that in such event you shall have the right to terminate the Agreement immediately upon receiving notice from Edugraff. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

 

29. No Third Party Beneficiaries except for Edugraff’s and Edugraff’s affiliates. You acknowledge that there are no third party beneficiaries to this Agreement except for Edugraff’s and Edugraff’s affiliates. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims, except with respect to Edugraff’s and Edugraff’s affiliates.

 

 30. Notices. Any notice delivered by Edugraff to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the Tutor account or the online portal available to you on the Edugraff Services. Any notice delivered by you to Edugraff under this Agreement must be delivered by contacting Edugraff at info@edugraff.com

 

31. Arbitration. Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to this Agreement, including those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to mediation proceedings under the Australian Tutoring Associatoin (“ CAC process”).Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that you may have under applicable law, including the Australian Consumer Law, that cannot be lawfully limited or excluded.

 32. Governing Law and Jurisdiction. Except as otherwise set forth above, these Agreement shall be exclusively governed by and construed in accordance with the laws of Western Australia, excluding its rules on conflicts of laws.

 

You expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Edugraff.

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