Terms of Business for Mentor/Tutor/Trainer in China

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This document sets out the terms and conditions which govern the provision of
services by UKID Limited (“UKID”), a company registered in England and Wales
(company number 11156477). UKID seeks to source mentoring/tutoring/training
services for children and young people to complement and enhance their education
experience, and to provide administrative support around the provision of mentors/
tutors/trainers. Definition of “Mentor/Tutor/Trainer in China”: 1) All Chinese clients in
China and Hong Kong; 2) and All overseas Chinese; all 1) and 2) introduced by UKID
and reached by the Mentor/Tutor/Trainer.

1. The Contract

1.1 These terms and conditions will form the basis of the contract between UKID and
you (the mentor/tutor/trainer in China). Any arrangements which may be made
between us which are inconsistent with these terms and conditions shall only be
effective to the extent they are recorded in writing.

1.2 A legally binding contract will be made between you and UKID on acceptance by
you of these terms and conditions, indicated by your response in writing (which
includes electronic communications whether sent by e-mail, text message, fax or other
means) to this document indicating that you wish to be appointed as an
mentor/tutor/trainer to a client of UKID. Your acceptance of such mentoring/tutoring/
training role shall in any event confirm your acceptance of these terms of business. If
you are unsure about any part or section of these terms and conditions, please contact
UKID for clarification. 


2. Services

2.1 UKID will offer a finding service to the client in connection with which we will use
our reasonable endeavors to find one or more mentors/tutors/trainers who comply with
the client’s reasonable requirements and who are willing to provide education services
(such as, but not limited to, tuition, mentoring or consultation services) to one or more
dependents of a client.
2.2 UKID will: 


• 2.2.1 liaise with you on the client’s behalf as and when required;

• 2.2.2 request feedback from both you and the client to ensure that the best
service is being given to the client’s dependent; and

• 2.2.3 deal with all financial arrangements between you, the client and UKID in
accordance with clause 3 of these terms and conditions.

2.3 UKID have the authority to negotiate or conclude a contract on behalf

of either the mentor/tutor/trainer or client. Once UKID has effected an
introduction and facilitated the arrangement between you and the client
generally in accordance with the client’s initial instructions and requirements,
you are free to control your working relationship with client. If the Client does
not speak English, the Mentor/Tutor/Trainer does not speak Chinese. UKID will
be your sole China educational consultant to assist the Client and the
Mentor/Tutor/Trainer to negotiate or conclude a contract. If you employer any
third party or any other employee without UKID’s awareness, which results in
UKID’s losing of the Client, you will pay UKID 100% of the contract value as
compensation. Once UKID has effected an introduction and facilitated the
arrangement between you and the client generally in accordance with the
client’s initial instructions and requirements, you are free to control your working
relationship with the client.

2.4 You are mentor/tutor/trainer of UKID in China. There will not be any
direct contractual relationship between you and a client. The NDA agreement
signed by the Company and you defined the governing terms and conditions
for the relationship between the Company, you, and client. You are only free to
communicate with the client and tutors or other employees by using your UKID
email address, you are free to agree whatever terms you wish with a client
provided that those terms are not inconsistent with these terms and conditions.

2.5 If a client informs UKID that a mentor/tutor/trainer does not meet the
client’s or the client’s dependent’s requirements, UKID will seek to introduce an
alternative mentor/tutor/trainer who is considered to be more appropriate to
such requirements. It shall be a matter for UKID’s discretion whether to
 recommend a mentor/tutor/ trainer who has been replaced in this way to
another client.

2.6 The tutor for Civa tuition must be available for a minimum core number
of 5 lessons over Friday, Saturday and Sunday. These lessons will be fixed and
tutors will be required to teach these lessons throughout the contract. Any other
lessons taken by the tutor also have the same conditions attached. Availability
for the tutor must be given to the relevant person at least 7 days in advance.
Requests for holiday etc should be given to the relevant person at least 7 days
in advance. Tutors will be asked to cover other teachers lessons in case of
holiday and sickness. This should be asked by management when possible 7
days in advance. The same conditions apply to these lessons as given in this
document.

2.7 The tutor for Civa tuition is requested to make the lesson known to
him/her prior to the lesson starting. The lesson is to be entered 5 minutes prior
to starting.

2.8 In the course and other communication with the client and students, the
tutor shall not talk or touch in any sensitive matters prohibited by Chinese laws,
such as religion, government, Chinese politics, Chinese policies, Chinese
military, Chinese public order and current affairs, etc.


3. Payments

3.1 All payment arrangements for the services undertaken by you following an
introduction by UKID shall be dealt with and handled by UKID directly.

3.2 The hourly rate for your providing the service is ten pounds. Additional two pounds
will be paid based on full attendance to your lesson commitments within a calendar
month. An additional bonus of one pound per hour will be paid based on performance
reviews with A result from the client to UKID.

3.3 Payments must not be made by a client directly to you at any time. You are
prohibited under the terms of your arrangements with UKID from receiving payments
directly from clients. Breach of this provision is regarded by UKID as a serious breach,
by you and the client, of contractual arrangements with UKID.

3.4 UKID will issue invoices to the client in respect of the services provided by you and
by UKID. Invoices will generally be issued at the beginning of each calendar month for
the services provided during the preceding month based on the tuition fee and/or any
arrangement fee and/or any additional service and any other sums due from the client
to UKID.

3.5 UKID will pay the full amount owed to you for the services carried out by you in the
previous month, including any cancellation amounts to which you are entitled under
paragraph 4, once we have received payment from the client for whom the services
were carried out. Subject to receiving the sums due under an invoice rendered to the
client, we expect to pay you on Friday of every week for the previous week’s work.

3.6 In the event that the client does not pay UKID in accordance with its agreed
payment terms, UKID will endeavor to give you prior written notice if it expects there
to be a delay in paying you for any services provided to the client by you. In the event
that the client complains to UKID for the services rendered by you and refuses to pay
UKID, both you and UKID will endeavor to coordinate with the client, UKID will not be
able to pay you the sums due if UKID is not paid by the client.

3.7 UKID will not withhold any tax or national insurance contributions on payments
made to you, it is your responsibility to account to HMRC for taxes for which you may
be liable. You indemnify UKID in respect of any income tax or national insurance
contributions which are assessed on UKID by reference to amounts paid to you in
respect of mentoring/tutoring/training assignments.

4. Cancellation Policy

4.1 If you wish to cancel a class, you must give the client and UKID as much prior
notice as possible and in any event not less than 24 hours’ notice. If you wish to cancel
the class 6 hours in advance, you shall pay 50% of the tuition fees to be paid to you,
if you wish to cancel the class within 15 minutes before it starts, you shall pay 100%
of the tuition fees. If you have more than two such cancellations out of 10 classes, or,
any of the acts of breach of contract, we shall have the right to refuse to pay the fees.


4.2 If the client wishes to cancel a mentoring/ session, they must give you and UKID
as much prior notice as possible, and in any event not less than 24 hours’ notice,
otherwise you are entitled to receive your full normal rate for that session. 


5. Termination

If you wish to terminate a mentoring assignment, you must give to both UKID and to
the client at least one month’s prior written notice.

6. Non-Solicitation

You are not permitted to make private arrangements for the provision of education/
tuition services with a client introduced by UKID. If a private arrangement is made in
breach this clause, UKID will be entitled to receive a commission payment calculated
at a rate of 20% of all sums paid by the client to you under the private arrangement.

7. Liability

UKID is not liable for any claims by the client related to the carrying out of any
education service by you introduced by UKID. Any such claim is a matter between you
and the client directly. Mentors/Tutors/Trainers are strongly advised to arrange their
own insurance to cover any such possible claim.

8. Force Majeure

UKID will not be liable for any failure or delay in performing its obligations where that
failure or delay results from any cause that is beyond its control. Such causes include
but are not limited to industrial failure, internet failure or power failure.
9. Confidentiality

9.1 All personal information that UKID collects (including, but not limited to, your name
and address) will be held in accordance with the provisions of the Data Protection Act
1998 and your rights under that Act.

9.2 UKID agrees not to pass any information relating to you to any third party except
the relevant client, unless given prior permission by you. By entering into an
arrangement to provide mentoring services, you consent to UKID providing information
relating to you to a client to whose dependant you do or may provide mentoring
services.

9.3 You agree not to pass any information and/or personal details relating to the client
or the client’s dependant to any third party, unless given prior permission by the client.

9.4 You grant UKID full rights to use the images resulting from the photography/video
filming (and any reproductions of adaptations of the images) for educational and
marketing purposes which relate to your experiences with UKID. This might include
(but is not limited to) the right to use them in printed and online publicity, social media
and press releases. This permission is valid from the contract signed till the end of the
contract.

10. Governing law and jurisdiction

10.1 This contract between us and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with the law of England
and Wales. 


10.2 Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with the provision of services by UKID.

UKID Limited. The Mentor/Tutor/Trainer

 Zaira Dafni

___________________________ ___________________________
Hui ZHU Name