LANGUAGE TRAVEL SERVICES PROVIDER AGREEMENT
THIS AGREEMENT is made the 10 day of March, 2010
(the "Agreement")
BETWEEN
Ido Language Travel Services Limited having its registered office at The Enterprise Centre, George's Place, Dun Laoghaire, Co Dublin. (hereinafter called "The Company")
AND
The language school named above (hereinafter called "the Language Tuition Provider"), of the other part.
WHEREAS:
(A) The Language Tuition Provider has certain skill, knowledge and experience in the field of teaching languages and ancillary services to be provided to students who have travelled from abroad to learn a language; and
(B) In reliance of that skill, knowledge and experience, The Company has agreed to promote and offer the services of the Language Tuition Provider through their website www.LanguagetravelServices.com, and their various other websites, as an independent contractor subject to and upon the following terms and conditions.
NOW IT IS HEREBY AGREED as follows:
1) DEFINITIONS:
a) “Agreed Procedure” is as outlined in Schedule 1;
b) “Confidential Information” means information regarding the business and/or activities of The Company and its group companies including, but not limited to, transactions in business with their customers, both past and present, and particulars of the accounts of their customers and any other personal data relating to their customers as may from time to time be disclosed by The Company to the Language Tuition Provider or to which the Language Tuition Provider may be provided access by The Company either before, on or after the date of this Agreement whether voluntarily or inadvertently and in whatever form, whether in writing, orally, magnetic or machine readable or by demonstration or any other form. Confidential Information shall include subsequent interpretation, application, analysis, reproduction, copying and reporting of such information;
c) “Intellectual Property Rights” means all patents, trademarks, service marks, and names, logos, rights in any domain name, copyrights, (including copyrights in computer software), design rights, moral rights, database rights, typography rights, know-how, trade secrets in technical data, together with all goodwill attaching or relating thereto in any part of the world, and whether such rights are registered or unregistered, including any applications for registration in respect of any such rights.
2) INTERPRETATION:
In this Agreement, unless the context requires otherwise:
a) a reference to a person (including a party to this Agreement) includes a reference to that person’s legal personal representatives, successors and permitted assigns;
b) any reference in this Agreement and/or in the schedules to any statute or statutory provision shall be deemed to include any statute or statutory provision which amends, extends, consolidates, re-enacts or replaces same, or which has been amended, extended, consolidated, re-enacted or replaced (whether before or after the date of this Agreement) by same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;
c) words importing the singular shall include the plural number and vice versa and words importing a gender shall include each gender;
d) any reference to any “clause”, “sub-clause”, “paragraph,” or “schedule” shall be a reference to the clause, sub-clause, paragraph, or schedule of this Agreement unless it is indicated that reference to some other provision is intended;
e) the provisions of the schedules (if any) to this Agreement shall form an integral part of this Agreement and shall have as full effect as if they were incorporated in the body of this Agreement and the expressions “this Agreement” and “the Agreement” shall be deemed to include the schedules to this Agreement;
f) any reference to a “person” shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state or agency of a state, or any association or partnership (whether or not having separate legal personality);
g) the headings contained in this Agreement and the schedules are inserted for convenience of reference only and shall not in any way form part of nor affect nor be taken into account in the construction or interpretation of any provisions of this Agreement or the said schedules;
h) all references in this Agreement to costs, charges and expenses include any value added tax or similar tax charged or chargeable in respect thereof;
i) all references in this Agreement to “indemnity” and “indemnifying” any person against any circumstance include indemnifying and keeping that person harmless from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;
j) any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term.
COMMENCEMENT
3) The Company and the Language Tuition Provider agree to implement the terms of this agreement and comply with the Agreed Procedure from the date of this agreement.
OBLIGATIONS OF LANGUAGE TUITION PROVIDER
4) For the consideration outlined below, the Language Tuition Provider hereby agrees to render services to customers referred through the www.LanguageTravelServices.com website in accordance with the Agreed Procedure as an independent contractor with all reasonable care and skill and to the best of their ability.
5) In accordance with the Agreed Procedure, the Language Tuition Provider shall ensure:
a) the application form and online profile are completed accurately.
b) The Company are notified immediately of any changes, errors, mistakes or omissions in the online profile.
c) all systems (including IT systems) are operational and have an adequate backup to ensure any communication breakdown is resumed within 24 hours.
d) all requests for reservations are confirmed within 72 hours of the date the request is sent.
e) referred customers are notified of the total balance due, additional costs which may apply and terms and conditions of the booking.
f) Both The Company and the customer are immediately notified of any course cancellations.
g) customers are refunded in accordance with the terms and conditions of the Language Tuition Provider which have been previously notified to the customer.
h) the services referred to in this agreement are provided to customers and to The Company with reasonable care and skill and to the best of the Language Tuition Provider ability.
OBLIGATIONS OF The Company
6) For the consideration outlined above, The Company shall ensure the Language Tuition Provider profile is promoted through the www.languagetravelservices.com website, and other sites, in accordance with The Company’s terms and conditions.
7) Where a deposit is received from a customer The Company will promptly forward an “application for reservation confirmation” in accordance with the Agreed Procedure.
8) The Language Tuition Provider shall at all times be responsible and directly accountable to the Revenue authorities for all income tax, VAT, levies, contributions and other taxes payable on fees paid under the provisions of this agreement.
INDEPENDENT CONTRACTOR
9) In the performance of all services hereunder:
a) the Language Tuition Provider shall be and shall be deemed to be an independent contractor who shall not be entitled to any benefits applicable to employees of The Company;
b) the Language Tuition Provider shall comply with all applicable laws and regulations;
c) the Language Tuition Provider shall have sole responsibility for the payment of all applicable taxes including state and local income taxes, social insurance, employment levies and other similar taxes;
d) the Language Tuition Provider shall effect and maintain insurance to provide cover (for example, but not limited to) the risk’s associated with employer’s liability, public liability and professional indemnity sufficient to protect The Company in accordance with the Language Tuition Provider’s obligations hereunder. Such insurance may be verified by The Company prior to the Language Tuition Provider commencing the period of service with The Company;
e) the Language Tuition Provider shall not and shall not be at liberty to enter into any contractual agreements on behalf of The Company.
CONFIDENTIAL INFORMATION AND THE COMPANY PROPERTY
10) The Language Tuition Provider undertakes and agrees that it will maintain the confidentiality of all Confidential Information, that the Confidential Information will be used by the Language Tuition Provider exclusively for the purposes of this Agreement and in accordance with The Company’ instructions and will not be disclosed in whole or in part to any third parties PROVIDED HOWEVER that such parts (and only such parts) of the Confidential Information may be disclosed to such of the directors, officers and employees of the Language Tuition Provider who need to have such information for the purposes of this Agreement, it being hereby further agreed that the Language Tuition Provider will inform such directors, officers and employees of the confidential nature of such information and that the Language Tuition Provider will procure prior to any such disclosure that each such person to whom disclosure is intended is made aware of the obligations and restrictions in this Agreement and that such person complies with the obligations and restrictions in this Agreement.
11) The Language Tuition Provider further warrants and undertakes that it shall take all reasonable measures to protect the secrecy of the Confidential Information, and will ensure that all persons employed by the Language Tuition Provider and/or having access to the place at which this Agreement is carried out are aware of and comply with the measures aforesaid.
12) The Language Tuition Provider undertakes and agrees that in performing its obligations in relation to this Agreement it will at all times strictly comply with all relevant laws and regulations from time to time applicable, including but not limited to, data protection and privacy laws that may be applicable arising from, or, in connection with this Agreement and the Confidential Information and the terms of this Agreement.
13) The obligations as to confidentiality contained in this Agreement shall continue in force indefinitely notwithstanding the termination or expiry of the Agreement.
INTELLECTUAL PROPERTY RIGHTS
14) The Language Tuition Provider hereby acknowledges that all Intellectual Property Rights and know-how related to the business of the The Company shall belong to and be the absolute property of The Company or any company which the The Company may nominate for that purpose.
15) The Language Tuition Provider expressly licenses, consents and authorises The Company to use information including but not limited to the Language Tuition Providers business name, logo and any associated trademarks submitted in their application form and through the www.languagetravelservices.com website ("Service Provider Information").
16) The Company will use the Service Provider Information for all reasonable use throughout the world for the duration of this agreement for the purposes of promoting the business of the Language Tuition Provider and the www.languagetravelservices.com website (including any related or similar third party websites where The Company has a distribution agreement).
DATA PROTECTION
17) Each of the parties shall comply with its obligations under the Data Protection Act 1988 to 2003 and any amendments thereto as regards relevant data in its possession and also as regards any actions, systems, practices and procedures adopted by either party in relation to the compilation, storage and use of relevant data supplied by either party to the other for the purpose of this agreement.
18) The Company hereby notifies Language Tuition Provider that the The Company Group’s data contains personal data as defined by the data protection laws. ("The Company’ Personal Data"). Notwithstanding any provision in this Agreement The Company shall only be obliged to provide information to Language Tuition Provider to the extent permitted by the relevant data protection law.
19) If in performing the services under this Agreement, the Language Tuition Provider processes The Company’ Personal Data:
a) Language Tuition Provider agrees that it will process such personal data solely in accordance with the written instructions of the The Company;
b) Language Tuition Provider agrees that it will comply with The Company’ technical and organisational security measures, as notified in writing by The Company to Language Tuition Provider and which are necessary to comply with the security obligations of the data protection laws; and
c) Language Tuition Provider agrees that it will carry out such processing of personal data with reasonable skill, care and diligence and in accordance with the provisions of the data protection laws.
20) Language Tuition Provider hereby warrants to the The Company that in respect of The Company’ Personal Data it will observe all obligations under the data protection laws and, will indemnify the The Company Group against all breaches of the data protection laws due to Language Tuition Provider’s failure under the terms of this agreement or Language Tuition Provider’s failure to comply with this Clause in respect of The Company’ Personal Data. Further, Language Tuition Provider agrees to comply with any notified written instructions (if any) from The Company in respect of the processing, use and manipulation of The Company’ Personal Data.
21) Language Tuition Provider shall obtain the prior written agreement of the relevant member of The Company to store or process The Company’ Personal Data for the purpose of performing Language Tuition Provider’s obligations under the Agreement at sites outside the European Economic Area.
INDEMNITIES
22) The Language Tuition Provider shall exonerate, indemnify and hold The Company harmless from and against any and all liability, loss, cost, expense, damage, claims or demands on account of injuries (including but not limited to death), to the Language Tuition Provider or any of the Language Tuition Provider’s employees or contractors or loss or damage to the Language Tuition Provider’s property or that of any of its employees or contractors, arising out of or resulting in any manner from or occurring in connection with the Language Tuition Provider’s performance of services hereunder.
23) The Language Tuition Provider shall at all times hereafter indemnify and save The Company harmless from and against all income tax, VAT, social welfare contributions, levies and other taxes payable on fees paid to it hereunder and all costs, penalties, interest and gross up which may be assessed by the Revenue authorities in respect thereof.
24) The Language Tuition Provider shall exonerate, indemnify and hold The Company harmless from and against any and all liability, loss, cost, expense, damage, claims or demands for actual or alleged violation of the rights of others in respect of any trade secret, know-how or other confidential information by reason of The Company’ receipt or use of the services or information described herein or otherwise in connection therewith.
NON-SOLICITATION
25) The Language Tuition Provider shall not without the prior written consent of The Company at any time during the term of this agreement hereunder whether directly or indirectly, on its own behalf or on behalf of any person, firm or company to solicit, entice away or engage the services of any officer, employee, Language Tuition Provider or other person who is or was at any time during the term of this agreement or during the twelve month period immediately after its completion, an officer, employee of or Language Tuition Provider to The Company.
TERMINATION
26) This agreement or any extension or amendment thereof may be terminated by either party immediately by written notice to the other in the case of a material breach of this agreement which is incapable of remedy; or in the case of a material breach which is capable of remedy, where the party in breach fails to remedy the same within 15 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
27) The Company may immediately terminate this Agreement on the expiry of 5 days after written notice is served on the Language Tuition Provider.
28) The Company may without notice and without liability instruct the Language Tuition Provider to cease work and/or immediately terminate the Agreement where:
a) the Language Tuition Provider has acted in breach of the Agreed Procedure;
b) The Company reasonably believes that the Language Tuition Provider has not observed any condition or term of this Agreement.
29) Either party shall be entitled to terminate this Agreement forthwith by written notice to the other if a liquidator, receiver, examiner or any other similar official takes possession or is appointed over any of the property or assets of that other party, or that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement) or that other party ceases, or threatens to cease, to carry on business (which includes anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party).
ASSIGNMENT
30) The Language Tuition Provider shall not assign this Agreement or delegate its obligations under this agreement to any person, firm or company (whether by sub-contracting or otherwise), in whole or in part, without the prior written consent of The Company.
SEVERABILITY
31) In the event that any covenant or provision herein shall be determined by a court of competent jurisdiction to be unenforceable, invalid or void to any extent for any reason, then the said covenant shall be given effect to in such reduced form as The Company may specify by notice in writing to the Language Tuition Provider or as may be decided by any court of competent jurisdiction to the intent that the validity and enforceability of the remaining covenants and provisions shall not in any way be affected thereby. The Language Tuition Provider hereby acknowledges and agrees that the restrictions contained in this agreement are valid and reasonable in the circumstances.
NOTICES
32) Any notice required by this agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.
33) Any notices or communications hereunder shall be in writing addressed to the parties at the address shown above.
ENTIRE AGREEMENT
34) This agreement embodies the entire understanding of the parties hereto concerning the subject matter hereof and overrides and supersedes any prior promises, representations, understandings, arrangements or agreements concerning the same.
35) The termination of this agreement shall not prejudice the continuance in force of any of the provisions hereof which are intended to survive the termination
VARIATION
36) Any amendment of the Agreement or any of its terms, conditions or provisions shall be effective only if reduced to writing and signed by the parties.
DISPUTE PROCEDURE
37) All disputes or differences which shall at any time arise between the parties whether during the term or afterwards touching or concerning this agreement or its construction or effect or the rights, duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of this agreement shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Incorporated Law Society of Ireland in accordance with the Arbitration Acts for the time being in force and under the rules of the Chartered Institute of Arbitrators in Ireland.
JURISDICTION
38) The Recipient and The Company agree to submit to the exclusive jurisdiction of the Irish Courts in respect of any claim arising hereunder. The Recipient accepts that the submission to the exclusive jurisdiction of the Irish Courts contained in this section is for the benefit of The Company, and for the benefit of The Company only, and that The Company will retain the right to bring proceedings in any other Court which has jurisdiction in respect of any claim arising hereunder.
BY CLICKING THE ‘AGREED TO TERMS’ BUTTON AT THE BOTTOM OF THIS PAGE YOU HAVE AGREED TO THIS TERMS AND THIS IS YOUR SIGNATURE.
WHEN THE ‘AGREED TO TERMS’ BUTTON HAS BEEN CLICKED THE CONTRACT HAS BEEN SIGNED BY BOTH THE COMPANY AND THE LANGUAGE TUITIONS PROVIDER.
SCHEDULE 1
“AGREED PROCEDURE”
Introduction and approval of Language Tuition Provider
1. Telephone Introduction
2. Follow up email with sign up invitation link
3. Language Tuition Provider completes online contact details form and agrees to Language Tuition Provider Agreement online, confirming agreement by ticking “Agreed to Terms” box. Once completed, this is to be printed and signed.
4. All applications are then approved by The Company.
5. Approval is confirmed by email with an email inviting the Language Tuition Provider to complete their online profile.
Completion of Online Profile
1. Once they have received their confirmation of approval, the Language Tuition Provider will be invited to update their online profile by signing in to www.languagetravelservices.com.
2. The online profile is being relied on by The Company to promote and sell courses to students.
3. The Language Tuition Provider must honour all bookings made using this information until such time as they update their profile with the relevant changes. We cannot be responsible for failures to update profiles. Any profile updates will be updated as soon as practicable.
4. While we will do our best to ensure any potential mistakes are identified and filtered, the Language Tuition Provider is solely responsible for any errors or omissions in the online profile.
Referral of Customers to Language Tuition Provider
1. Customers select a Language Tuition Provider from the www.eurolanguages.com website or third party websites, based on the online profile information provided. Customers will agree to The Company terms and conditions.
2. As part of the application process, Customers pay a 20% deposit which is non refundable. The deposit is The Company commission which is immediately due and payable once the customer’s details have been passed to the Language Tuition Provider.
3. Following confirmation of receipt of the application and successful payment, customers are sent a confirmation email that includes:
a. Details of remainder of fees to pay (full fees less deposit paid).
b. Details of where and how to pay remainder (Language Tuition Provider bank account).
c. Language Tuition Provider contact details
d. Map of Language Tuition Provider location
e. Any other relevant information
All of the above information is taken from the Language Tuition Provider online profile.
4. A confirmation is also sent to the Language Tuition Provider.
5. The Language Tuition Provider must respond to the email by accepting the course booking (there will be a link to do this).
6. The Language Tuition Provider has 72 hours to confirm the booking.
7. If they fail to do so, an email reminder is sent. If Language Tuition Provider fails to confirm after a further 24 hours The Company will follow up with a phone call.
8. When the Language Tuition Provider clicks the link they are directed to a page with a receipt of confirmation and the agreement is logged in our system.
Payment and Liability
- Deposits paid to The Company are non-refundable once an introduction has been successfully made between the Customer and the Language Tuition Provider.
- After receipt of reservation request, we recommend that the Language Tuition Provider makes immediate direct contact with the Customer to ensure details of reservation are confirmed (including balancing payment) and to notify them of the terms and conditions of the Language Tuition Provider.
- Language Tuition Provider are responsible to the customer for any failure to deliver the service as advertised on the online profile, including but not limited to cancellations or variations in the courses offered.
- Should the customer fail to pay the remainder of the full fees by the agreed date, this is a matter for the Language Tuition Provider to address with the customer in accordance with the Language Tuition Provider terms and conditions.
- We are not liable to the Language Tuition Provider for any payments to be made by the Customer.
- Language Tuition Provider agrees that we are entitled to promote and sell their online profiles through third party websites and by signing this agreement, they are expressly authorising us to do this.
