Mentor Terms and Conditions

Last Modified: 1st Sep, 2021

These terms and conditions set out the agreement under which Teach Me Now Ltd, a company incorporated and registered in the Abu Dhabi Global Market (ADGM), United Arab Emirates, with company registration number [000005937] and having its registered office address at DD-16-121-027, Level 16, WeWork Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island (herein referred to as "TMN" or "We") grants to the Mentor, a licence to access and use TMN’s virtual online platform at www.teachmenow.com (the "Platform"), which is dedicated to providing all necessary services and support for facilitating the delivery of Your Mentoring Services direct to Your Students (the "Mentor Agreement"). For the avoidance of doubt, there is no implied position whereby TMN is providing any type of teaching or mentoring services itself to Your Students.

TeachMeNow is the trading name of Teach Me Now Ltd.

In this Mentor Agreement, references to "Mentor", "You" and "Your" are references to the Mentor registered on the Platform who wishes to use the TMN Services in order to provide Mentoring Services. When You use the Platform and the TMN Services, You agree that this Mentor Agreement and the terms and conditions within the (i) Privacy Policy, (ii) Cookie Policy, (iii) Website Terms of Service, (iv) terms available on the TMN website, and (v) Safeguarding Policy and Procedures apply to that use, which are incorporated by this reference (collectively, the "Mentor Terms").

If You are uncertain as to Your rights under these Mentor Terms or You require any explanation about them please contact us.

1. YOUR AGREEMENT WITH TEACH ME NOW LTD

The Mentor Terms govern the activities of Mentors in relation to the Mentor's use of the Platform and the TMN Services. By using the Platform and the Services, the Mentor accepts the Mentor Terms in full.

TMN reserves the right to change the terms relating to the Mentor Terms (in part or in full) at any time, effective immediately upon posting on the Platform. Please check the Platform and Your Mentor Account periodically, read the Mentor Terms carefully and ensure that You understand their effect before proceeding to use the TMN Services. If You disagree with any part of the Mentor Terms, do not use the Platform or the TMN Services.

2. DEFINITIONS

Unless the contrary intention appears, the following definitions shall apply:

Additional TMN Credits refers to TMN Credits that are credited to a Student Account by TMN as a result of the Student's distribution of a Referral Discount Code. Additional TMN Credits shall have no cash equivalent, shall not be refundable or capable of being withdrawn, other than by means of a redemption in respect of the relevant Mentoring Services requested by the Student, and shall expire in accordance with the terms set out on the Platform.

Applicable Laws means all applicable laws, policies, guidelines or industry codes from time to time in force made by a regulatory body having jurisdiction over the relevant party or any of that party's assets, resources or business (in each case whether or not legally binding), which apply to the performance or receipt of the Services and to which either party is subject.

Confidential Information means information in any form or medium (whether oral, written, electronic, or other) that the disclosing party considers confidential or proprietary, including without limitation information consisting of or relating to the disclosing party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the disclosing party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential"

Current Account means the Mentor's personal bank account, details of which the Mentor has provided on the Mentor Account.

Data Protection Legislation means all Applicable Laws relating to the processing, privacy and use of Personal Data, as applicable to either party or the Services, including:

a) the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003, the DIFC Law No. 5/020 (DIFC Data Protection Law), the ADGM Data Protection Regulations 2015, ADGM Data Protection Regulations 2021 and Federal Law No. 15 of 2020 on Consumer Protection;

b) all other Applicable Laws in other countries, which relate to the use, collection or processing of Personal Data;

c) any laws that implement, replace, extend, re-enact, consolidate or amend any of the foregoing; and

d) all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Legislation (in each case whether or not legally binding)

Data Protection Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Legislation.

Dispute means any dissatisfaction expressed by a Student or Mentor, any complaint made by a Student or Mentor, or any other dispute or potential dispute or claim of a Student or Mentor in connection with the provision of the Mentoring Services rendered by the Mentor (or the provision of the TMN Services, which is communicated to the Mentor).

TMN Bank Account means an TMN bank account where Student Fees are held on behalf of TMN and the Mentor, prior to the completion of a Scheduled Session and TMN transferring the Mentor Fees to Mentor.

TMN Credit(s) represents the pre-paid credits held in a Student's TMN Wallet with which the Mentoring Services can be purchased from the Mentor on the Platform upon redemption. One (1) TMN Credit represents one (1) U.S. Dollar

TMN Discount Code refers to any promotional discount code, the details of which shall be set out on the Platform, that TMN may offer to registered Students or new prospective Students, and the value of which can be redeemed against the relevant Mentoring Services requested by the Student.

TMN Login refers to the Mentor's unique username and password

TMN Payments means the amounts (net of VAT, should VAT be payable) retained by TMN from the Student Fees, in consideration for the provision of the TMN Services to the Mentor, which are measured as 30% (thirty percent) of the Student Fees and which may be modified from time to time at the sole discretion of TMN

TMN Services includes the provision of an online platform (i.e. a website) whereupon TMN provides a fully serviced online marketplace for Students to contact Mentors. TMN does not provide the Mentoring Services, but facilitates their provision by Mentors to their Students via the Platform. The TMN Services further include a database of Mentors, Students, Materials and other documentation, texts, notes and works used and exchanged between the Mentor and Student during a Session, and back office support including customer services, billing, website and IT services including the use of the virtual Session space

TMN Wallet refers to the online electronic wallet that holds the Student's TMN Credits that can be redeemed against the purchase of Mentoring Services from the Mentors on the Platform

Initial Application has the meaning given in clause 3.2

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world

Losses means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses

Materials refer to content relating to the Mentoring Services (including, without limitation, images (audio and/or visual), text, music, trademarks, symbols, logos and slogans)

Mentor means a registered mentor who has been assessed and selected to join the TMN community of Mentors to carry out the Mentoring Services, including without limitation by way of delivering Scheduled Sessions, Packaged Sessions and Courses.

Mentor Account means the secure account created by the Mentor on sign up which holds the Mentor's personal information and profile and from where the Mentor can access the Services via the Mentor's TMN Login

Mentor Discount Code refers to a promotional discount code, the details of which shall be set out on the Platform, that a Mentor may, at the sole discretion of TMN and subject to the prior approval of TMN, offer to registered Students or new prospective Students, and the value of which can solely be redeemed against individual Scheduled Sessions, that are not purchased as part of a bundle of Packaged Sessions, ordered by the Student.

Mentor Fees means the amounts (net of VAT) received and payable by TMN to the Mentor, which are measured as the Student Fees less any TMN Payments. Determining the application of VAT to the Mentors Fees is not the responsibility of TMN.

Mentor Interview has the meaning given in clause 3.2

Mentor Mail means the internal email system available for Students to contact Mentors and vice versa via the Platform

Mentoring Contract means the terms upon which and the period during which, the Mentor provides Mentoring Services for any one Student, as agreed between the Mentor and the Student via the Platform

Mentoring Services means the provision of online mentoring by the Mentor to the Student, including without limitation by way of individual Scheduled Sessions, Packaged Sessions and Courses.

Packaged Sessions means the provision of Mentoring Services by the Mentor to the Student by way of a bundle of individual Scheduled Sessions packaged together at discounted rates, redeemable by the Student against Scheduled Sessions being delivered by the Mentor. The TMN Credits applicable to the Packaged Sessions shall be in accordance with the terms set out on the Platform.

PC Tools refers to the minimum requirements for carrying out the Mentoring Services via the Platform including the use of a computer, recommended browser, webcam, a broadband internet connection (with sufficient bandwidth), a sound card and a headset and microphone.

Personal Data has the meaning given in applicable Data Protection Laws from time to time.

Platform means the website, www.teachmenow.com, operated and managed by TMN.

Referral Discount Code refers to a promotional discount code, the details of which shall be set out on the Platform, that TMN may provide to registered Students to pass on to new prospective Students and the value of which can be redeemed against the first Mentoring Service ordered by the new prospective Student.

Relevant Tax Authority means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect Tax in any jurisdiction in which a party is resident for tax purposes.

Scheduled Session(s) refers to a type of Mentoring Service that can be arranged and purchased on the Platform and which is delivered on a date and at a time pre-determined by the Mentor and subject to immediate payment of TMN Credits from the Student's TMN Wallet. Scheduled Sessions may be purchased individually or as part of a bundle of Packaged Sessions

Selection Process refers to the selection process and criteria determined by TMN from time to time whereby mentors may be selected to provide Mentoring Services to Students by accessing and using the Platform and the TMN Services

Services means the TMN Services and the Mentoring Services

Session(s) refers to any online pre-booked mentoring session, which is booked by a Student via the Platform, including but not limited to an individual Scheduled Sessions, Packaged Sessions and Courses. Sessions may be between an individual Student and a Mentor or between a group of Students and a Mentor

Sponsor means, in the event the Student is under twenty one (21) years of age, the individual contracting on behalf of the Student with TMN and the Mentor for the provision of the Services (specifically a parent/guardian/carer or other person), or the same person as the Student if the Student is over twenty one (21) years old, with responsibility for the Student and payment of the Student Fees to TMN

Student means a person who is registered to use the Platform with a view to directly entering into a formal contractual relationship with a Mentor for the provision of Mentoring Services as performed by the Mentor, whether that be:

a)the Student, if the Student is twenty one (21) years of age or older; or

b)the Student's Sponsor, if the Student is under twenty one (21) years of age. If the Student is under twenty one (21) years of age, any reference to a "Student" in this Mentor Agreement shall, where applicable, also be a reference to the Sponsor

Student Fees means the amounts (net of VAT) paid by the Student and collected by TMN from a Student in consideration for the provision of the Mentoring Services to the Student, which shall be based on the number of undisputed and completed Mentoring Services by the Mentor

Student Ratings means the ratings and feedback left by a Student on the Platform in response to the performance of the Mentoring Services by a Mentor, which is scored on a 1-5 star rating (1 being poor; 5 being outstanding)

Tax means all forms of tax (including VAT) and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable in any jurisdiction and any penalty, fine, surcharge, interest, charges or costs relating to it

Term has the meaning given in clause 13.

UGC means user generated content provided (including Materials as defined), uploaded, embedded or otherwise displayed and/or stored on the Platform by the Mentor for the purposes of carrying out the Mentoring Services, which may include but are not limited to, the Mentor profile, text, articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on, the Platform for the Mentor use and for use by TMN and a Student

VAT means any applicable value added tax legally required to be chargeable on the Services

Written Notice means any notice given under this Mentor Agreement that shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or by sending it by pre-paid recorded delivery or registered post to the relevant party at, in the case of the Mentor, its address submitted during the Selection Process, and in the case of TMN, the registered address

3. BECOMING A MENTOR

3.1. To be entitled to become a Mentor via the Platform by making use of the Platform and the TMN Services, the Mentor agrees that the Mentor Terms apply to that use in full.

3.2. It is in TMN's absolute discretion to decide if the Mentor qualifies (or continues to qualify) as a Mentor upon successful completion of the Selection Process

3.2.1. The Mentor shall first register on the Platform by providing an email address and chosen password. The Mentor shall then complete an online application form and provide details and copies of the Mentor's government issued ID, resume, university degree and criminal background checks ("Initial Application"). TMN may request further information and documentation following the Initial Application

3.2.2. If the Mentor's Initial Application is successful, the Mentor shall be invited to participate in an interview over a videophone call ("Mentor Interview") and will be required to submit two references to TMN

3.2.3. If successful in the Initial Application and subsequent Mentor Interview stage, and subject to the two references being satisfactory to TMN, the Mentor shall complete a further registration by uploading additional information on the Mentor profile as prompted on the Platform and provide details of the Mentor's Current Account

3.2.4. Solely following TMN's confirmation of completion and approval of the Mentor's profile by TMN, the Mentor may begin providing Mentoring Services and scheduling Sessions on the Platform

3.3. In order to provide the Mentor with maximum protection, during registration the Mentor shall be asked to input the Mentor's username (which shall be the Mentor's email address) and to choose a password to access the Mentor Account on the Platform in accordance with this Mentor Agreement.

3.3.1. The Mentor shall keep the password relevant to the Platform and the Mentoring Services confidential and not reveal it to anyone else.

3.3.2. The Mentor is responsible for all activities that are carried out under the Mentor's username and password, which shall represent the Mentor's TMN Login. We do not have the means to check the identities of all people using the Platform and shall not be liable where the Mentor's username and/or password are used by someone else.

3.3.3. The Mentor agrees to notify TMN within 24 hours by email at administrator@teachmenow.com of any unauthorised use of the Mentor's Mentor Account of which the Mentor becomes aware (with "IMPORTANT – PASSWORD" in the subject line)

3.4. Once a Mentor has been successful in the assessment process and selected to provide the Mentoring Services via the Platform and has a secure TMN Login, the Mentor can benefit from full use of the Platform and the TMN Services

3.4.1 The TMN Services include the provision of an online platform (i.e. website) through which TMN provides an online marketplace for Students to contact Mentors, subject to a Mentoring Contract between the Mentor and the Student. The TMN Services include a full support package to facilitate the end-to-end process for the service delivery

3.4.2 The Platform enables Mentors to independently build up a professional Mentor profile and to promote their Mentoring Services to Students who may choose their preferred Mentor to deliver Sessions tailored to their individual requirements.

4. MENTOR OBLIGATIONS

4.1. When the Mentor makes use of the Platform and the TMN Services and provides Mentoring Services to the Students, the Mentor must comply with any operational requirements as directed by TMN, as amended from time to time, in accordance with the Mentor Terms.

4.2. The Mentor further and specifically agrees to:

4.2.1. comply with the Safeguarding Policy;

4.2.2. ensure that their environment does not display any inappropriate images, personal items, or documentation capable of being viewed by the Student when conducting a Session ( Note: Displaying adult pornographic material in the presence of minors would constitute an offence under law );

4.2.3. value, listen to and respect all Students;

4.2.4. treat Students fairly, without prejudice or discrimination regardless of culture, disability, gender, language, racial origin, religious belief and/or sexual identity, and not harm the Student's wellbeing;

4.2.5. always ensure language is appropriate and not offensive or discriminatory;

4.2.6. not make any improper suggestions to a Student and not send unsolicited communications to the Student or their legal guardian/parents.

4.2.7. not share personal contact information with the Student;

4.2.8. not ask for personally identifiable information of the Student or any other information not relevant to the topic of the Session;

4.2.9. not communicate, or ask to communicate, with Students or their legal guardians/parent outside of the Platform and Sessions;

4.2.10. Report any inappropriate behavior or illegal activity identified within a Session by the Student or third party, on TMN' safeguarding mailbox: safeguarding@teachmenow.com;

4.2.11. provide TMN with the Mentor's Current Account details, which must be a current account held in the Mentor's single name only;

4.2.12. assume all responsibility for the Mentor's role as a Mentor and for the provision of Mentoring Services to the Student, which includes the preparation and content of Sessions;

4.2.13. ensure the Mentor's ratings remain at Student Ratings equal to or above 3 stars;

4.2.14. accept booking requests, within a reasonable time frame, made by Students via the Platform, which the Mentor shall be notified about via the Mentor Mail;

4.2.15. not commence Sessions until notified by TMN that a booking has been confirmed and the Student Fees (and associated VAT) have been received by TMN. The Mentor acknowledges that TMN cannot be held responsible for any costs or time incurred before such notification has been given to the Mentor by TMN;

4.2.16. provide the Mentoring Services with all due care, skill and ability, in a timely manner and in the best interests of the Student;

4.2.17. obtain, use and maintain in good working order the Mentor's PC Tools required for the Mentor to access and carry out the Mentoring Services in accordance with clauses 5.3;

4.2.18. use a headset and microphone (not loudspeakers), which must be plugged in and fully configured. Any problem concerning a technical issue regarding the Mentor's PC Tools, personal computer or internet service provider is not the responsibility of TMN;

4.2.19. advise TMN at the earliest opportunity should the Mentor's circumstances change in relation to the Mentor's access to PC Tools. The Mentor accepts full responsibility for any Student Disputes raised as a result of issues connected to the performance of the Mentor's PC Tools that affect the performance of the Mentor's Mentoring Services;

4.2.20. act at all times in accordance with the highest professional standards;

4.2.21. only accept instructions within the Mentor's sphere of abilities and competency;

4.2.22. notify TMN immediately should the Mentor become incapacitated in any way and unable to provide the Mentoring Services;

4.2.23.. TMN notifying any Student concerned of a Mentor's incapacitation if the Mentor has not already done so;

4.2.24. depending on the circumstances, TMN and the Mentor discussing in good faith a possible postponement of the Mentoring Services and in relation to the particular Student affected, the postponement or reassignment to another Mentor or cancellation and subsequent refund; and

4.2.25. ensure that any information provided by the Mentor to TMN remains true, accurate, up-to-date and complete at all times during the Term.

4.2.26. inform TMN immediately of any changes to the Mentor's employment or visa status, including, where applicable, the identity of the Mentor's employer and/or visa sponsor.

5. TMN OBLIGATIONS

5.1. In consideration of the TMN Payments, TMN agrees to:

5.1.1. Provide the TMN Services with all due care, skill and ability and in a timely manner and in the best interests of the Student and the Mentor;

5.1.2. Devote as much time to the provision of the TMN Services as may be necessary for their proper performance; and

5.1.3. Provide to the Mentor all such information as may reasonably be required in connection with the provision of the TMN Services.

5.2. As an online service, TMN may periodically be unavailable as We perform regular (and emergency) maintenance and upgrades. Where reasonably possible, these activities shall be notified to the Mentor in advance. TMN makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Platform and/or the TMN Services.

5.3. The Mentor is solely responsible for validating the interoperability and proper functioning of the PC Tools and for undergoing troubleshooting where necessary. See the FAQs provided on the Platform relating to "Technical" questions about the Session space, which offer access to technical guidance that may assist the Mentor. This includes information relating to the minimum system requirements.

5.4. In exceptional cases, there may be other reasons relating to incompatibility or otherwise as to why the Mentor may be unable to successfully validate and access the Services. TMN uses all reasonable endeavours to make the Services available to all Mentors and Students and where this is not possible for any reason whatsoever, TMN shall not be responsible nor liable to the Mentor as a result, including for any act or omission on the Mentor's part relating to the Mentor's inability to access the Services in whole or in part, including but not limited to:

5.4.1. resultant feedback (echos), audio break-ups, video or sound delays;

5.4.2. the Mentor's failure to use and configure the prescribed headset and microphone; and

5.4.3. the Mentor's failure to at least meet the minimum system requirements.

5.5. You acknowledge and accept that from time to time, You may experience entire or partial failure of Your video during the delivery of the Mentoring Services due to fluctuations or insufficient bandwidth and under such circumstances, You agree that the Mentoring Service shall continue without video and confirm that this is acceptable to You in all circumstances.

6. STUDENT FEES, MENTOR FEES AND TMN PAYMENTS

6.1. TMN shall be entitled to invoice the Students for the Student Fees and any applicable VAT chargeable on the Student Fees in consideration for the Services provided to the Student.

6.2. Each Mentor authorises TMN to charge and collect on behalf of the Mentor, the Mentor Fees from the Students.

6.3. Each Mentor authorises TMN as its agent to accept any credit or debit cards or other forms of payment approved by TMN, in connection with the provision of the Mentoring Services, via the Platform on the Mentor's behalf, including but not limited to Mastercard, Visa and Maestro debit cards, as well as Google Pay, Android Pay and Apple Pay.

6.4. TMN holds all Student Fees (and associated VAT) in a dedicated TMN Bank Account for a limited time. TMN is entitled to retain the full amount of (i) TMN Payments it charges to the Mentor in consideration for the TMN Services provided to the Mentor, and (ii) the VAT chargeable on the Student Fees, prior to releasing the Mentor Fees to Mentor.

6.5. Subject to clause 6.1, all costs relating to Sessions are reviewable by the Mentor and TMN. All costs relating to TMN Payments are solely reviewable by TMN. Any revised fees and charges shall take effect immediately upon posting on the Platform and shall be applicable to all bookings made after such posting.

6.6. The Mentor confirms that it is directly responsible for accounting for its Taxes as required by a Relevant Tax Authority. It is therefore necessary for the Mentor to keep records of payments made to the Mentor by way of Mentor Fees. The Mentor hereby agree to fully indemnify TMN for or against all and any demands by the Relevant Tax Authority to TMN for Taxes, or any other claim by the Relevant Tax Authority including any interest or penalties, arising out of the Mentor's failure to account properly or at all for any liabilities to the Relevant Tax Authority arising from the Mentor's Mentoring Services. This indemnity shall include all expenses and costs, including legal fees, incurred by TMN in dealing with any such claim by the Relevant Tax Authority.

7. SETTLEMENT

7.1. TMN shall pay to the Mentor an amount equal to the Mentor FTMN. Such payments shall be made by the end of each month in which Mentoring Services have been successfully performed by the Mentor and paid for by the Student.

7.2. The Mentor authorises TMN to self-bill for all the TMN Services until revoked and acknowledged in writing. TMN shall be entitled to make any settlement payment to the Mentor by transferring directly to the Current Account of the Mentor (or to such other bank account as the parties agree in writing).

7.3. For the avoidance of doubt:

7.3.1. Mentor Fees shall not be affected where TMN has provided the Student with:

7.3.1.1. an TMN Discount Code; or

7.3.1.2. Additional TMN Credits in accordance with a Referral Discount Code, to redeem against Mentoring Services and such Additional TMN Credits are redeemed by the Student.

7.3.2. TMN Payments shall not be affected where the Mentor has provided the Student with a discount in accordance with a Mentor Discount Code, to redeem against Mentoring Services in the form of Scheduled Sessions.

8. CANCELLATIONS, RESCHEDULING, LATE POLICY, NO-SHOW, AND EXTENSION OR REDUCTION IN SESSION TIME

8.1. Subject to this clause 8, Scheduled Session arrangements between Students and the Mentor may be amended by either party at any time in advance of the Scheduled Session date and time. All amendments must be made in writing in advance by either party, directly via the Platform.

8.2. Student's Rights and Obligations

8.2.1. Student cancellation and rescheduling

8.2.1.1. For the avoidance of doubt, a Student shall not be entitled to schedule a Scheduled Session (or extend a Scheduled Session pursuant to clause 8.2.3.2) if the Student does not have sufficient TMN Credits in the Student's TMN Wallet for the requested (or extended) Session.

8.2.1.2. Subject to clause 8.2.1.3, the Student shall be entitled to either cancel a Scheduled Session and request a refund after purchasing a Scheduled Session or reschedule a Scheduled Session.

8.2.1.3. If the Student cancels or seeks to reschedule a Scheduled Session:

8.2.1.3.1. within forty-eight (48) hours of the Scheduled Session start date and time:

8.2.1.3.1.1. the Student shall forfeit the Student Fees (and associated VAT); and

8.2.1.3.1.2. if the Scheduled Session is a group Scheduled Session involving multiple Students and requires the attendance of a minimum number of Students, where the cancellation results in less than the minimum number of Students required to effectively run the Scheduled Session, the Mentor may cancel the Scheduled Session;

8.2.1.3.2. in excess of forty-eight (48) hours of the Scheduled Session start date and time:

8.2.1.3.2.1. the Student may reschedule the Scheduled Session at no extra charge; or

8.2.1.3.2.2. where the Student does not re-schedule the Scheduled Session, the Student's TMN Wallet shall be credited with the full amount of the Student Fees(and associated VAT) paid less any administration fee payable by the Student to TMN at TMN's sole discretion.

8.2.1.4. In the event of cancellation of the Mentoring Services by the Student pursuant to clause 8.2.1.3.1, the Mentor Fees shall be paid to the Mentor in full.

8.2.1.5. In the event of cancellation of the Mentoring Services by the Student pursuant to clause 8.2.1.3.2.1, the Mentor shall only receive the Mentor Fees upon successful performance of the Mentoring Services as re-scheduled in accordance with this Mentor Agreement.

8.2.1.6. In the event of cancellation of the Mentoring Services by the Student pursuant to clause 8.2.1.2.2.2, the Mentor shall not be transferred any Mentor Fees.

8.2.2. Student late policy and no-show

8.2.2.1. If the Student is late in attending a scheduled Session, then the Student shall be charged for the entire scheduled Session and shall not be entitled to any refund.

8.2.2.2. If a Student does not give advance written notice to the Mentor and fails to attend a Session fifteen (15) minutes after the start time of the Scheduled Session, then the Mentor shall be entitled to cancel the Scheduled Session and the Mentor shall be paid the Mentor Fees for that Scheduled Session. A refund of the Student Fees (and associated VAT) shall not be issued to the Student in such an event.

8.2.3. Ending a Scheduled Session early or extending the Scheduled Session beyond the scheduled time

8.2.3.1. If a Student requests to end a Scheduled Session early, the Student shall be charged the Student Fees (and associated VAT) for the full Scheduled Session and shall not be entitled to a partial or full refund.

8.2.3.2. Where a Scheduled Session is expected to go beyond the agreed, scheduled time, Mentor shall inform the Student(s) shortly before the end of the Scheduled Session and, if the Student(s) agree to proceed with the Scheduled Session beyond the scheduled time, the Student(s) shall be charged Student Fees (and associated VAT) for a pro-rata amount to cover the additional time the Student utilizes the Mentoring Services and the Mentor shall be paid its pro-rata share of the Mentor Fees accordingly. Where a Student's TMN Credits are depleted completely during the additional time of a Scheduled Session, that Scheduled Session will automatically terminate for that Student.

8.2.4. Technical errors

8.2.4.1. If a Student is unable to attend a Scheduled Session due to technical difficulties, the TMN support team shall determine in its sole discretion on a case by case basis whether the Student Fees (and associated VAT) shall be refunded to the Student.

8.3. Mentor's Rights and Obligations

8.3.1. Mentor cancellation and rescheduling

8.3.1.1. Subject to clause 8.3.1.2 the Mentor shall be entitled to cancel or reschedule a Session.

8.3.1.2. If the Mentor cancels or seeks to reschedule a Scheduled Session:

8.3.1.2.1. within forty-eight (48) hours of the Session start date and time, the Mentor shall not be entitled to the Mentor Fees and the Student's TMN Wallet shall be credited with the full amount of the Student Fees (and associated VAT); or

8.3.1.2.2. in excess of forty-eight (48) hours of the Scheduled Session start date and time, the Mentor shall offer the Student either:

8.3.1.2.2.1. a re-scheduled Scheduled Session; or failing agreement on that between the parties,

8.3.1.2.2.2. the Student's TMN Wallet shall be credited with the full amount of the Student Fees (and associated VAT).

8.3.1.3. In the event of cancellation of the Mentoring Services by the Mentor pursuant to clause 8.3.1.1.2.1, the Mentor shall only receive the Mentor Fees upon successful performance of the Mentoring Services as re-scheduled in accordance with this Mentor Agreement.

8.3.1.4. In the event of cancellation of the Mentoring Services by the Mentor pursuant to clause 8.3.1.1.2.2, the Mentor shall not be transferred any Mentor Fees.

8.3.2. Mentor late policy and no-show

8.3.2.1. If the Mentor is up to fifteen (15) minutes late in attending a Scheduled Session, then:

8.3.2.1.1 the Scheduled Session time may, by agreement of the Mentor and the Customer, be extended by an amount equal to the Mentor’s delayed time and the Student shall not be additionally charged for the extended Scheduled Session time; or

8.3.2.1.2 the Mentor shall be required to schedule to teach the Customer at another time for a period of time equal to the time that the Supplier was late to attend the Scheduled Session.

8.3.2.2. If the Mentor does not give advance written notice to the Student and fails to attend a Scheduled Session fifteen (15) minutes after the start time of the Scheduled Session, then the Student shall be entitled to cancel the Scheduled Session and the Mentor shall not be paid the Mentor Fees for that Scheduled Session. A refund of the Student Fees (and associated VAT) shall be issued to the Student in such an event.

8.3.2.3. No-shows and/or repeated cancellations of scheduled Sessions by the Mentor shall result in the suspension or termination of this Mentor Agreement between the Mentor and TMN under clause 13. TMN shall log the incident on the Mentor's record for a period of twelve (12) months.

8.3.3. Ending a Session early or extending the Scheduled Session beyond the scheduled time

8.3.3.1. The Mentor shall only be entitled to end a Scheduled Session early in the event of an emergency. The circumstances constituting an emergency shall be determined at TMN's sole discretion on a case by case basis. If TMN determines that an emergency had arisen, the Student shall be charged Student Fees (and associated VAT) for a pro-rata amount to cover the time the Student utilized the Mentoring Services and the Mentor shall be paid its pro-rata share of Mentor Fees accordingly.

8.3.3.2. The Student(s) may submit an extension request during a Scheduled Session to extend the time of a Scheduled Session. Where the Mentor agrees to such extension of time, the Scheduled Session shall be extended by an additional hour and the Student(s) shall be charged Student Fees (and associated VAT) for the extended time utilizing the Mentoring Services and the Mentor shall be paid increased Mentor Fees accordingly. Where a Student's TMN Credits are depleted completely, the Student will not be able to submit an extension request and the Session will automatically terminate for that Student.

8.3.4. Technical errors

8.3.4.1. If the Mentor is unable to attend a Scheduled Session due to technical difficulties, the TMN support team shall determine in its sole discretion on a case by case basis whether the Student Fees (and associated VAT) shall be refunded to the Student and whether Mentor Fees shall be paid to the Mentor, in relation to the missed Scheduled Session, or whether a rescheduled Scheduled Session shall be offered instead.

9. STUDENT RATINGS, FEEDBACK AND OTHER ACTIVITIES

9.1. It is a feature of the Platform and the TMN Services that:

9.1.1. the Students shall leave Student Ratings upon completion of a Scheduled Session;

9.1.2. the Students may "Flag a Mentor" upon completion of a Scheduled Session whereby issues such as Session quality, Mentor communication and inappropriate behavior by the Mentor can be brought to TMN's attention; and

9.1.3. the Mentor may complete feedback or provide comments on a Student to TMN.

9.2. Where deemed necessary, TMN is entitled to carry out an investigation upon receipt of negative Student Ratings (rating of 1 or 2 out of 5) or suspicious Student Ratings, or where the Mentor or a Student reports or raises any feedback, issues or concerns that they might have with the other at any time. Whether such feedback is complimentary or more akin to a Dispute, TMN shall have full discretion as to whether they inform the other of such feedback. Where deemed necessary, TMN is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, TMN is entitled to suspend or terminate the Mentor's Mentor Account or revoke the license granted to the Mentor herein to use the Platform and the TMN Services by termination under clause 13. TMN may, in its complete discretion "Flag a Mentor" where negative Student Ratings or Student feedback is received.

9.3. Nothing in this Mentor Agreement shall prevent the Mentor from being engaged, concerned or from having any financial interest in any capacity in any other business, trade, profession or occupation during the Term, provided that such activity does not cause a breach of any of the Mentor's obligations under this Mentor Agreement.

10. INTELLECTUAL PROPERTY

10.1. When using the TMN Services to deliver the Mentoring Services, if the Mentor publishes any UGC via the Platform by way of, for example, delivering Sessions, uploading text or images or videos or contributing to publicly accessible areas of the Platform, the Mentor automatically grants:

10.1.1. to TMN, a worldwide, non-exclusive, royalty-free, perpetual, transferable license (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the TMN Services, including without limitation the reproduction and sale of the UGC, or any part of it, and products incorporating the same for use by any person anywhere in the world including promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels; and

10.1.2. to each user of the Services whether registered as a Mentor or Student or not, a worldwide, non-exclusive, perpetual, royalty-free license to access the Mentor's UGC through the Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the Services and under the terms of this Mentor Agreement.

10.2. "Publicly accessible" areas of the Platform are intended by TMN to be those parts of the Platform that are available to all of those visiting the Platform whether registered on the Platform or not. The Mentor acknowledges that the UGC uploaded by the Mentor to create the Mentor profile shall be viewable by all users of the Platform and be accessible via the worldwide web search engines.

10.3. The Mentor hereby agree to waive any and all moral rights in and to all UGC.

10.4. The Mentor agree that any UGC the Mentor uses in the performance of the Mentoring Services shall not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless the Mentor has a formal agreement or permission from the rightful owner, or are otherwise legally entitled to use the UGC in question and to grant the licenses referred to in clause 10.1.

10.5. All Intellectual Property Rights in all Materials produced by the Mentor pursuant to using the Services shall be the Mentor's property. For the avoidance of doubt, this clause shall not cover any content communicated, posted or otherwise transmitted to the Platform by any third party, including without limitation any material, communication, information or ideas so communicated, posted or otherwise transmitted by any Students or Mentors.

10.6. The Mentor acknowledges that all Intellectual Property Rights in and relating to TMN are owned by TMN or TMN's licensors. The Intellectual Property Rights contained on the Platform cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without TMN's written permission.

11. DATA PROTECTION AND PRIVACY

11.1. In respect of any Personal Data processed by TMN and the Mentor pursuant to the Mentor Terms, both parties warrant that they shall comply and shall continue to comply with the Data Protection Legislation and any regulations made thereunder.

11.2. The Mentor hereby agrees that

11.2.1. by utilising the Platform and the Services, TMN may collect and use the Mentor's information in accordance with the Privacy Policy; and

11.2.2. by releasing any Personal Data as submitted by the Mentor on the Platform, the Mentor acknowledges that the Mentor shall fully provide its Personal Data in an attempt to initiate contact with one or more potential Students.

11.3. The Mentor understands that by accepting the Mentor Terms, the Mentor agrees that TMN and the Platform are not responsible for any advice or information given by the Mentor who a potential Student elects to initiate communication with and that by releasing any of the Mentor's Personal Data, it is understood that the Mentor hereby forfeits its privacy and anonymity under this Mentor Agreement to the extent necessary to utilise the Services.

11.4. Use of the Platform is entirely at the Mentor's own risk and the Mentor must exercise complete caution at all times when dealing with Students and when entering in to legally enforceable Mentoring Contracts to provide Mentoring Services to a Student.

12. CONFIDENTIAL INFORMATION AND PUBLICITY

12.1. The parties acknowledge that by reason of their relationship under this Mentor Agreement, they may from time to time disclose Confidential Information. Each party shall, during the Term and thereafter, keep confidential and shall not use for its own purposes (other than implementation of this Mentor Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any Confidential Information which may become known to such party from the other party and which relates to the other party. Each party shall use its best endeavours to prevent the unauthorised disclosure of any such information.

12.2. Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of the breach of the confidentiality obligations in this Mentor Agreement by the receiving party, (ii) is or has been independently acquired or developed by the receiving party without violating any of the confidentiality obligations in this Mentor Agreement, (iii) was within the receiving party's possession prior to it being furnished to the receiving party by or on behalf of the disclosing party, or (iv) is received from a source other than the disclosing party; provided that, in the case of (iii) and (iv) above, the source of such information was not known by the receiving party to be bound by a confidentiality obligation to the disclosing party or any other party with respect to such information.

12.3. The terms of this Mentor Agreement are considered Confidential Information and may not be disclosed by one party without the prior written consent of the other party.

12.4. On termination of this Mentor Agreement, the Mentor shall immediately return all ESS's Confidential Information in the Mentor's possession together with all copies thereof; or, if required to do so, destroy all ESS's Confidential Information in the Mentor's possession, custody or control by shredding or incinerating the same and/or irretrievably deleting the same if stored on electronic or magnetic media, and certify to TMN that this has been done.

13. TERMINATION

13.1. The Mentor Terms shall commence on the date the Mentor signs up to the Platform and shall continue unless terminated:

13.1.1. with immediate effect without Written Notice or compensation pursuant to clauses 9.2 or 13.2;

13.1.2. with immediate effect without compensation upon either party serving Written Notice on the other pursuant to clause 13.3; or

13.1.3. if the Mentor is committed to existing Mentoring Contracts for scheduled Sessions, upon the conclusion of all existing Mentoring Contracts and without Written Notice or compensation, provided that TMN has no objections to the continuance of an existing Mentoring Contract,(the " Term").

13.2. TMN reserves the right to suspend and/or terminate this Mentor Agreement with the Mentor, and consequently the Mentor's ability to render Mentoring Services, immediately without compensation or Written Notice:

13.2.1. at any time and for any reason without liability to TMN;

13.2.2. after a three (3) month long continuous period of inactivity by the Mentor;

13.2.3. if the Mentor commits a breach of any of the Mentor Terms;

13.2.4. if any information provided by the Mentor is found to be untrue, inaccurate, out-of-date, or incomplete;

13.2.5. if the Mentor's performance of the Mentoring Services is deemed by TMN, in its sole discretion, to be unsatisfactory;

13.2.6. if the Mentor acts in any way that has brought, or could bring, TMN into disrepute;

13.2.7. if the Mentor is convicted of a criminal offence or is the subject of any investigation, which may in TMN's opinion affect the Mentor's role as a Mentor;

13.2.8. if the Mentor is unable to carry out the Mentor's duties for any reason whatsoever; or

13.2.9. the Mentor does not show up at a Session without having cancelled it or the Mentor repeatedly cancel Sessions.

13.3. Either party can terminate this Mentor Agreement immediately upon serving Written Notice on the other if the other:

13.3.1. commits a material or persistent breach of its obligations and, in the case of a breach which is capable or remedy, fails to remedy it after being given fifteen (15) days Written Notice specifying the breach and requiring it to be remedied; or

13.3.2. is unable to pay its debts, becomes subject to an administration order or makes any voluntary arrangement or composition with its creditors, or an encumbrancer takes possession of or a receiver is appointed over the property or assets of the other party or the other party is wound up or ceases or threatens to cease to carry on business except for the purposes of reconstruction of the business or, in the case of an individual, is declared bankrupt.

13.4. In any event of termination pursuant to this clause 13:

13.4.1. the Mentor's TMN Login and Mentor Account shall be deactivated and the Mentor shall not be permitted to re-access the Platform and the TMN Services without TMN's express written permission;

13.4.2. the Mentor shall be entitled to receive the Mentor Fees for all Mentoring Services already successfully delivered prior to the date of termination and which are not the subject of a Dispute as at the date of termination;

13.4.3. TMN shall not be liable for any Losses incurred by the Mentor after the date of termination; and

13.4.4. Termination of this Mentor Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination and/or any terms intended expressly or by implication to survive termination.

14. WARRANTIES AND INDEMNITIES

14.1. The Mentor hereby warrants, represents and undertakes to TMN that:

14.1.1. the Mentor is at least eighteen (18) years of age and the Mentor has the necessary qualification or experience to provide the Mentoring Services in the subject(s) the Mentor offers in its profile on the Platform;

14.1.2. the Mentor is personally responsible for the information posted by the Mentor on the Platform and submitted throughout the Selection Process, which the Mentor states is accurate and up-to-date;

14.1.3. where the Mentor's profile claims that the Mentor has undergone a criminal background check, the Mentor shall provide TMN with a copy of such documentation upon request;

14.1.4. the Mentor is responsible for the Mentor's Taxes and other liabilities payable and as further referred to in clause 6;

14.1.5. the Mentor is responsible for the appropriateness and the content of any UGC used and/or submitted by the Mentor during the Term;

14.1.6. the Mentor shall comply with all the Mentor obligations set out at clause 4;

14.1.7. the Mentor shall only ever contact a Student via the Platform;

14.1.8. the Mentor agrees at all times to comply with the provisions of the Data Protection Legislation;

14.1.9. the Mentor shall comply to the best of the Mentor's ability with TMN's Mentor Selection Processes and the Mentor shall not knowingly withhold any information which the Mentor reasonably believes may invalidate the Mentor from providing Mentoring Services in accordance with the Mentor Agreement.

14.1.10. in offering the Mentoring Services via the Platform, the Mentor is complying with all Applicable Laws, regulations and codes of practice including, but not limited to, relevant legislation for the protection of businesses and consumers alike and which regulate the activities of the online environment;

14.1.11. the Mentor may not be VAT registered but this is responsibility of the Mentor and not TMN. If the Mentor is or becomes registered for VAT or Goods and Service Tax, then this information will be provided to TMN immediately;

14.1.12. the Mentor has read, understood and familiarised the itself with our Safeguarding Policies and Procedures in respect of child protection and online safety and are aware that safeguarding issues can be raised with TMN by writing to TMN at safeguarding@teachmenow.com;

14.1.13. the Mentor has read, understood and familiarised the itself with our Terms of Service, Privacy Policy and Cookie Policy; and

14.1.14. the Mentor is not prevented from working with children and the Mentor's name does not appear in any list of individuals who are barred from working with children or with vulnerable adults.

14.2. The Mentor shall indemnify, defend and hold harmless TMN (and any Student as the case may be) on demand, and shall keep TMN (and any Student) fully and effectively indemnified against any and all Losses arising out of or in connection with:

14.2.1. any breach of the Mentor Terms or breach of obligation or warranty by the Mentor or its acts or omissions (other than and to the extent that any Losses arise directly from breach of the Mentor Terms by TMN or by TMN's negligence); and

14.2.2. any and all claims, complaints or legal proceedings instigated by a Student against TMN.

15. LIMITATION OF LIABILITY

15.1. The Mentor agrees that subject to clause 15.2, We shall in no circumstances be liable to the Mentor in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodshall, or reputation arising from the Mentor's use of the Platform or the TMN Services. Our liability to the Mentor whether in contract, tort or otherwise shall in no circumstances exceed the total TMN Payments earned by TMN in the six (6) months preceding the date on which the liability arose.

15.2. Nothing in the Mentor Terms is intended to or shall be construed as an attempt by any party to exclude or limit its liability for any liability that cannot be excluded or limited under Applicable Laws, including without limitation its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.

15.2. TMN gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by Applicable Laws.

16. DISPUTES

16.1.The parties agree that they shall attempt in good faith to resolve any Dispute or claim promptly through negotiations between the Mentor, Student and an officer of TMN. TMN shall use all reasonable endeavours to provide a written response via email to any issue raised by a Student or a Mentor via the Platform within fifteen (15) days.

16.2. TMN reserves the right to inform a Mentor or a Student respectively of any Dispute raised against them and to provide them with a copy of any response provided by TMN.

16.3. The consequence of any investigation instigated by a Student is entirely at the discretion of TMN.

16.4. During the Term, the Mentor must inform TMN immediately if the Mentor becomes aware of any Dispute or potential Dispute between a Student and the Mentor and/or TMN in connection with the provision of the Mentoring Services rendered by the Mentor.

16.5. The Mentor agrees to cooperate fully with TMN in resolving any Dispute with a Student.

16.6. TMN reserves the right to suspend the Mentor's Mentor Account with immediate effect while an investigation is conducted. The Mentor Account may be reactivated once an investigation has been completed.

16.7. In response to a Dispute, TMN shall be entitled, in its sole discretion, to refund the Student on behalf of the Mentor in full or in part. In such circumstances, the Mentor shall receive either no Mentor Fees or only part of the Mentor Fees respectively.

16.8. If any Dispute occurs subsequent to the Mentor receiving the Mentor Fees from TMN, TMN shall be entitled, in its sole discretion, to withhold sufficient monies and offset any amounts payable to the Mentor by TMN under this Mentor Agreement, until the Dispute has been resolved, from any gross Mentor Fees collected by TMN thereafter to enable TMN to refund the relevant Student on the Mentor's behalf. TMN shall be entitled to repay such monies to the Student at its discretion. The Mentor shall be responsible for all chargebacks and/or refund requests on Sessions performed and shall indemnify TMN against all Losses resulting from chargebacks and/or refund requests.

17. GENERAL

17.1.17.1. Assignment

17.1.1. The Mentor shall not, without the prior written consent of TMN, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Mentor's rights or obligations under the Mentor Terms. TMN may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Mentor Terms.

17.2. Enforceability

7.2.1. If any one or more of the provisions of the Mentor Terms should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained in the Mentor Terms shall not in any way be affected or impaired and the parties shall amend the Mentor Terms to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.

17.3. Entire Agreement

17.3.1. The Mentor Terms, which for the avoidance of doubt include (i) this Mentor Agreement, the (ii) Terms of Service, (iii) Safeguarding Policy and Safeguarding Procedures, (iv) Privacy Policy, and (v) Cookie Policy, constitute the entire agreement between the Mentor and TMN in relation to the Mentor's use of the Platform and the Services and supersedes any prior representations, arrangements, understanding, inducements or agreements relating to its subject matter, whether written or oral.

17.3.2. Each of the parties acknowledges and agrees that in entering into the Mentor Terms it does not rely on, and shall have no remedy in respect of, any undertaking, promise, assurance, statement, representation, warranty or understanding (whether written or oral) of any person (whether party to the Mentor Terms or not) relating to the subject matter of the Mentor Terms other than as expressly set out in the Mentor Terms.

17.4. Status

17.4.1. The Mentor and TMN are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created and neither shall have any authority to bind the other in any way.

17.4.2. This Mentor Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Mentor shall be fully responsible for any of the Mentor's Taxes as required by a Relevant Tax Authority.

18. THIRD PARTY RIGHTS

18.1. The Mentor Terms are for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of the Mentor Terms.

19. LAW AND JURISDICTION

19.1. The Mentor Terms are governed by English Law. Any disputes arising in relation to the Mentor Terms, the Platform or the Services are subject to the exclusive jurisdiction of the Dubai International Financial Centre Courts, which shall have exclusive jurisdiction to settle such disputes. This provision shall survive termination of this Mentor Agreement.