Update Notes – Last Updated – April 2024

TEACHER AGREEMENT

This NEUROLINGUA TEACHER AGREEMENT (this “Agreement”) is made to bind Neurolingua and the Teachers registered at www.neurolingua.in website. The Teachers are required to read this Agreement carefully before proceeding with the Services.

The Teacher and NeuroLingua shall hereinafter be individually referred to as “Party” and collectively as “Parties”.

WHEREAS

1. A)   NeuroLingua is the owner of an online teaching website neurolingua.in (“Website”) which teaches various languages to the students around the world.
2. B)   The Teacher is a learned professional engaged in the task of teaching languages.
3. C)   NeuroLingua is desirous of appointing Teacher as a tutor for its Website or platform.
4. D)   The Teacher has agreed to provide the Services in accordance with the terms of this Agreement.

NOW THEREFORE in consideration of the foregoing and the mutual covenants and promises contained hereinafter and for the other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agrees as follows:

1.     SERVICES AND OBLIGATIONS

1.1  NeuroLingua pursuant to the contract engages the Teacher to provide the online lecturers or sessions for teaching various foreign languages, test preparations, academic learning, to the students connected worldwide through its Website and such other services as may be agreed between the Parties (“Services”) and the Teacher has agreed to provide the Services for Term ( defined hereinafter) as may be agreed between the parties in consideration with the terms and conditions of this Agreement.

1.2  Unless otherwise agreed by the Parties in writing, the Teacher shall at its own expenses supply to its students with all necessary documents and materials (the “Documents”) and all necessary data or other information relating to the Services, within sufficient time to enable the students to learn and grasp the sessions or the language.

1.3  The Services shall in so far as is reasonably practicable be provided in accordance with the requirement set out in the “Schedule 1”

1.4  NeuroLingua shall afford to the Teacher all reasonable co-operation in all matters relating to the performance of the Teachers’ obligations under this Agreement.

1.5  NeuroLingua shall be responsible for complying with all laws and regulations including particularly in connection with the collection, use and disclosure of data under or pursuant to this Agreement and shall comply with the Privacy Policy where applicable.

1.6  The Parties agrees, not to divulge or allow to be divulged to any person any Confidential Information (defined in Clause 6) relating to the business or affairs of the other Party of this Agreement save as provided by law or with the other Party’s prior written consent.

2.     TERM

2.1  The Teacher shall be engaged with NeuroLingua’s Website for the sessions made available on the Website and the session selected by the Teacher (“Term”).

2.2  Either Party may Terminate this Agreement, upon prior written notice of five (5) business days. (“Termination” explained hereinafter).

2.3  The Teacher shall be paid for any Services provided prior the termination of this Agreement.

3.     TERMINATION
4.   Grounds of Termination

The following action would lead to immediate termination and removal of your account:

3.1  Any attempt to send or receive money from students;

3.2  Any attempt to solicit students to work or study out of platform;

3.3  Conducting lectures or lessons out of platform without explicit written permission of NeuroLingua;

3.4  Sending or requesting private contact information of students.

3.5  Spam messaging or emailing

3.6  Abusing, harassing, disrespecting, or slandering students, other teachers, or any members of the staff.

3.7  Using abusive language or any language that we, in our sole discretion, deem offensive.

1.     Upon expiry of the Term or termination of this Agreement, the Teacher shall handover to NeuroLingua, all the Confidential or Proprietary Information, documents, materials, or copies thereof and all tangible property of NeuroLingua which are in possession of the Teacher

4.     FEES

4.1  Subject to any special terms agreed in writing by the Parties, the student shall pay the consultancy fees and charges from time to time for the Services provided during the terms of this Agreement (the “Fees”).

4.2  The Teacher shall not be entitled to vary the Fees at any time during the Term of this Agreement without prior written approval of NeuroLingua.

4.3  All Fees payable to NeuroLingua under this Agreement are exclusive of any relevant tax, or as may be applicable from time to time.

4.4  The Teacher will not be obliged to provide Services unless all Fees and disbursements due to it in relation to the provision of the Services are received as provided under this Agreement.

5.     REPRESENTATION AND WARRANTIES

The Teacher represents and warrants to NeuroLingua the following:

5.1  The Teacher is competent to enter into the contract and has the required qualifications and expertise to perform the Services;

5.2  The Teacher warrants that the information provided by it is true, accurate and updated.

5.3  It will comply with all the rules and behaviour guidelines provided in the Schedule 1 of this Agreement;

5.4  The Teacher shall be solely responsible for all its taxes, insurance and other liabilities that are payable;

5.5  All the content, materials used and/or submitted by the Teacher during the Term shall be the sole responsibility of the Teacher;

5.6  The Teacher warrants that it shall comply with best of its ability in the teacher’ selection process and shall not knowingly withhold any information to attain selection, which if provided would invalid its selection.

5.7  The Teacher shall comply with all the applicable laws, regulations and codes of practice and relevant legislation for the protection of businesses.

5.8  The Teacher shall not disclose any personal information of the students to any third party.

5.9  The Teacher represents that it shall assign to NeuroLingua, all rights, titles and interest to any inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registered under the copyright or similar laws, that has been solely or jointly developed or invented during the course of performing the Service.

5.10          The Teacher hereby represents and warrants that it shall not infringe any third-party copyright, patent, trade secret or other property rights during the performance of its Services.

6. CONFIDENTIALITY

6.1  From time to time during the term of this Agreement, any of the Parties (“Disclosing Party”) may not disclose or make available to any other Party (“Recipient”) Confidential Information, whether orally or in writing, electronic or other form, whether or not marked, designated or otherwise identified as confidential. For the purpose of this Agreement. “Confidential or Proprietary Information” includes all information shared between the parties, including but not limited to, any information that is private, secret or confidential in nature concerning NeuroLingua’s customers, users, business, business relationships or financial affairs, documents and methods of teaching, technical know-how, trade secrets, original work of authorship, etc.

6.2  It is mutually agreed between the Parties that either Party would not disclose the terms of this Agreement to the third party.

6.3  In the event of breach of confidentiality obligations, the Party whose information has been disclosed shall be entitled to take appropriate legal actions, including without limitations, claim for damages, injunctive relief, etc.

6.4  The information that is subject to one of the following exclusions shall not be Confidential or Proprietary Information:

1. a)     Information that is or becomes generally available to and known by the public;
2. b)     Information that is or becomes available to the Recipient on a non-confidential basis from the third party;
3. c)     Information that was generated independently without reference to the Disclosing Party’s Confidential Information; or
4. d)     Information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulations or statue, provided that Recipient provide Disclosing Party with prior written notice of such disclosure, as permitted by law and the timing for response set forth in the request.

6.5  The Confidentiality obligations under this Agreement shall remain in force for a period of ten (10) years from the expiry or termination of this Agreement.

7        INDEPENDENT CONTRACTOR STATUS

 The Teacher, under the code of Internal Revenue System (IRS), is an independent contractor and the Teacher shall not be deemed as NeuroLingua’s employee. In its capacity as an independent contractor, the Teacher agrees and represents as follows:

7.1  The Teacher shall have the right to perform Services for others during the Term of this Agreement, provided, the Teacher does so on a non-compete and non-solicit basis, (i.e. it does not compete with NeuroLingua’s business and does not solicits NeuroLingua’s customers or users).

7.2  The Teacher has the sole right to control and direct the means, manner, and method by which the Services required under this Agreement will be performed; Teacher shall select the routes taken, starting and ending times, days of work, and order the work that is 

to be performed.

7.3  The Teacher shall not be required to wear any uniform to perform its Services;

7.4  The Teacher shall not be required to devote full-time performance of the Services required under this Agreement.

8        MODE OF COMMUNICATIONS

8.1  NeuroLingua may, at its sole discretion, decide to deliver any documents related to this Agreement by electronic means.

8.2  The Teacher hereby agrees to receive the same through any means.

8.3  In the event, the Teacher receives any document relating to this Agreement in any language other than English, where there is any dispute, ambiguity or divergences as a result of translation, the English language shall prevail.

9        DATA PROTECTION

9.1  The Teacher agree to comply with the Privacy Policy and Terms of this Agreement.

9.2  The Teacher agrees to allow NeuroLingua or its affiliates to collect its personal information or data including, without limitation, its sensitive information, financial information, and such other information as may be necessary for the purpose of this Agreement.

9.3  The Teacher further consents and allows NeuroLingua to provide its personal data to the Government agencies and tax authorities as may be required to comply with the applicable law.

10    LIMITATION OF LIABILITY

10.1          NeuroLingua shall not be liable for any act in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damages (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from Teachers use of the Site or Services.

10.2          Nothing in this Agreement shall be intended to construed as an attempt by any Party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including without limitation its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.

10.3          NeuroLingua’s liability to the Teacher whether in contract, tort or otherwise shall in no circumstances exceed the total payments earned by Teacher in the six (6) months proceeding the date on which the liability arose.

11     DISPUTE RESOLUTION

11.1          In the event of any dispute or differences arises in connection with the interpretation, implementation of this Agreement as specified above, the Parties shall mandatorily refer the dispute for resolution by arbitration in accordance with the terms of this Agreement as provided herein below.

11.2          The dispute shall be referred to and finally resolved by arbitration pursuant to the Arbitration and Conciliation Act, 1996 thereof, amendment or re-enactment thereto from time to time and under the Rules of Indian Council of Arbitration (“ICA”), which Rules are deemed to be incorporated by reference into this Clause. The tribunal shall consist of three arbitrators. Each of the disputing Party shall appoint one arbitrator and the two arbitrators so appointed shall collectively appoint the third arbitrator.

11.3          The language of arbitration shall be English.

11.4          The place of arbitration shall be Hyderabad, India.

11.5          The arbitration award shall be binding on the Parties and the Parties agree to be bound thereby and to act accordingly.

11.6          Where any dispute is under arbitration, except for the matters under dispute, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement to the extent practicable.

11.7          The arbitration proceedings shall be confidential.

11.8          This Agreement shall be governed by the law of India and Hyderabad courts shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.

12    FORCE MAJEURE

12.1          In the event either Party is unable to carry out its material obligations under this Agreement by reason of Force Majeure those obligations will be suspended during the continuance of the Force Majeure, provided the cause of the Force Majeure is remedied as quickly as practicable.

12.2          The term “Force Majeure” means any event caused by occurrence beyond a party’s reasonable control, including but not limited to, acts of God, fire or flood, war, terrorism, governmental regulations, policies or actions enacted or taken subsequent to execution of this Agreement, or any labour, telecommunications or other utility shortage, outage or curtailment.

13    WAIVER

13.1          The failure of either Party to enforce its rights or to require performance by the other Party of any term or condition of this Agreement shall not be construed as a waiver of such rights or of its right to require future performance of that term or condition.

13.2          Any amendment or modification of this Agreement or any waiver of nay breach of any term or condition of this Agreement must be in writing signed by both the parties in order to be effective and shall not be construed as a waiver of any continuing or succeeding breach of such term or condition, a waiver of the term or condition itself or a waiver of any right under this Agreement.

14    SEVERABILITY

In the event that any provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

15    ASSIGNABILITY

NeuroLingua shall not assign this Agreement or any of its rights or obligations under this Agreement without prior written consent of the Teacher.

16    COUNTERPART

This Agreement may be executed in counterparts, each of which shall be deemed as original, but all of which together will constitute one and the same instrument.

17    NOTICE

17.1          All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and in English language.

17.2          Notices shall be deemed to have been duly given only if personally delivered, delivered by a major commercial rapid delivery courier service with tracking capabilities, costs prepaid, or mailed by certified or registered mail, return receipt requested, postage prepaid, to a Party at the address set forth below or such other address as a Party last provided to the other by written notice;

17.3          In the event of change of address and numbers, each Party shall notify the other Party in writing about the same.    

SCHEDULE 1

TEACHER BEHAVIOUR GUIDELINES:

The Teachers are expected to comply with the following guidelines:

1. a)     To Act as a Brand Ambassador. Teachers are expected to behave in a professional manner as the Teacher represents NeuroLingua and its business; and you must not make any disparaging or negative comments about the Service to your students or parents, or guardians of the students.
2. b)     Not to promote its own business.
3. c)     Not to share any personal information including email address, phone number, social media, or links to any social media profile in any live teaching platform, during the course of this Agreement.
4. d)     The lessons should be delivered only on the said website or platform;
5. e)     The lessons can be recorded only with express permission of the students.
6. f)       In the event of connection issues, or technical difficulties, you should remain calm and report the same to the platform and maintain a back-up plan for the sessions.
7. g)     In the event of missed lessons, only two will be permitted, although we reserve the right to treat and evaluate each case individually.
8. h)     We reserve the right to choose at our discretion, who serves our customers without any contractual obligations to provide notice of removal.

By clicking the “Accept” button below you agree to that your Service are governed by the terms and conditions of this Agreement, all of which you agree to be bound by and comply with. You acknowledge and agree that you have been able to access and view this Agreement and any ancillary documents and understand that all rights and obligations with respect to your Services are set forth in this Agreement and any ancillary documents that may be provided to you in either paper or electronic form. It is recommended that you print a copy of this Agreement and any documents linked to this page or that may be provided to you for your records.