Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,

BANK BLDG NOS 721-725 NATHAN,

---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

HONGKONG SHUOMING
INDEPENDENT CONTRACTOR TERMS OF AGREEMENT

This Independent Contractor Agreement (The “Agreement”) is made as of February 17, 2020 by and between
Hong Kong Shuoming Technology Limited, with its principal place of business located at UNIT 1402B,
14/F, THE BLEGIAN, BANK BLDG NOS 721-725 NATHAN, RD MONGKOK, KL, HONGKONG and (Beberly
Mangarang) located at (General Santos City, Philippines).

1. Introduction

The HK Shuoming English Tutorial Service is an online tutorial service that Hong Kong Shuoming
Technology Ltd. (“HK Shuoming”) and hereinafter referred to as ‘Party A’ being a contract Party, is
offering to its clients (the “Client”, “Student”) as a way of enhancing their English proficiency (the
“Tutorial Service”).

HK Shuoming is bringing the Clients to the Teachers, (and hereinafter referred to as the ‘Party B’ being a
contract Party) who provide English Lesson (the “Lesson”) through online teaching service tools,
including HK Shuoming’s teaching platform.

2. RELATIONSHIP of the PARTIES INVOLVED

PARTY B shall act at all times under this Agreement as an independent contractor who possesses the skills
required in the service/s for which he/she is engaged in. No Employee-employer relationship shall exist
between the PARTY A and the PARTY B.

3. TERMS AND AGREEMENT

PARTY B shall commence on the Effective Date of this Agreement February 20, 2020_ and shall end on
February 20, 2021, one (1) year after the effectivity date, unless earlier terminated or rescinded by
either Party.

PARTY B shall start teaching within 3 days after signing the contract, otherwise this agreement will be
considered terminated.

The services of the PARTY B shall be engaged as an Independent Contractor, to fulfill the terms of this
Agreement. PARTY A may from time to time prescribe certain procedures in the implementation of this
Agreement. PARTY B agrees to comply with such procedures as it may be given notice of by the PARTY A
via email. Variations or modifications of this Agreement shall be sent through e-mail by the PARTY A for
comment by the PARTY B. Thereafter, a final version of the revised Agreement will be sent through e-mail
for the PARTY B to agree with. If PARTY B fails to agree on the revised Agreement, his/her Agreement will
be rescinded /terminated and he/she will not be able to continue using the PARTY A's service and teach
students. This Agreement shall supersede any and all prior agreements, documents, or other instruments
with respect to the matters covered herein. The failure of either Party to insist upon the strict
performance of any of the terms of this Agreement shall not be deemed waiver of such right or of any
remedy it may have. A waiver by either Party of a breach or failure to perform its obligations hereunder
shall not constitute a waiver of any subsequent breach or failure.

4. SERVICE FEE

For and in consideration of the full and faithful performance and completion of the stipulated work by
Party B in accordance with the terms and conditions agreed upon, Party A agrees to pay to the Party
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

B a service fee. The fee is understood to cover payment for all services rendered based on the number of
completed lessons by Party B, and not by the time spent waiting for or preparing for the lessons.

The PARTY B shall be paid an hourly rate of 120 php, this schedule fees may be automatically be updated

anytime depending on business needs.

5. DUTIES OF THE PARTY A AND PARTY B

PARTY B must meet the high standards of professional and ethical behavior required by the PARTY A to
ensure that students gain the knowledge and skills to become effective learners. The PARTY B should
undertake this responsibility within the general guidelines as stated in Annex A and Annex C and the
PARTY A will provide a Team Coach to assist the PARTY B meet the agreed guidelines.

6. PROHIBITED ACTS

PARTY B shall maintain harmonious and pleasant personal and official relations with other professionals,
co-contractors, the staff and the management. The PARTY B’s relationship with the management shall be
characterized by cooperation, open communication, professionalism and sense of community. The PARTY
B shall help the PARTY A keep the tutors and students in harmony, and shall, therefore, study and
understand the PARTY A's policies in order to have a sympathetic attitude, therefore, refrain from
disparaging the relationship between students, tutors, staff and the management. The PARTY B may
submit to the appropriate staffs any justifiable criticism against a co-independent contractor, a staff,
and/or any comment or feedback on the policies, existing or to be implemented preferably in writing,
without violating any right of the individual concerned as stipulated in Annex D.

7. TERMINATION OF AGREEMENT
A. Either Party may terminate this Agreement for whatever cause by furnishing the other Party a written
notice by e-mail or mail at least thirty (30) days prior to the intended date of rescission. Nothing in this
Agreement shall relieve any Party from an obligation that may have arisen or accrued prior to the
rescission of this Agreement. Each Party agrees to perform its obligations under this Agreement until the
rescission is effective. This Agreement is considered terminated upon violation of any of the
terms and conditions of this Agreement by the PARTY B as stated on Annex E.
B. The PARTY A has the right to terminate the service agreement in case the PARTY B failed to send a
signed copy of this agreement within 3 days.

INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this Agreement to be executed by
their duly authorized officers, mutually agreed on the terms, and further agreed to the “Annexes” herein
attached.

FOR PARTY A FOR PARTY B:

(BEBERLY MANGARANG)
Name

_____February 17, 2020____ ___February 17, 2020___

Date Date
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

_________________________________
Hong Kong Shuoming Technology Limited

Annex A
GENERAL GUIDELINES

1. Scope of Services

1.1 Trial Period

1.1.1 The PARTY A offers a trial period of up to 60 finished slots to monitor the PARTY B’s compliance on
the set protocols, criteria and standards of service given to PARTY A’s Clients.
1.1.2 The PARTY B shall abide by and successfully pass the criteria set during the TRIAL PERIOD. This is
for the PARTY A to determine that the PARTY B is prepared and ready for a one-year service agreement
with the PARTY A in providing quality service to the PARTY A’s Clients. Once the PARTY B passes the
TRIAL PERIOD, PARTY B shall be allowed to continue its service with the PARTY A’s Clients up to the end
date of the service agreement.
1.1.3 In the event that the PARTY B fails to comply with the said protocol, criteria and standards of
service set by the PARTY A within this period:
1.1.4 The PARTY B shall be given a TRIAL PERIOD extension for another 60 finished slots. During this
period, PARTY B is offered a second chance to strictly comply with and pass the criteria and standards set
by the PARTY A.
1.1.5 However, if the PARTY B continues to fail the criteria and standards set during the extension period,
PARTY A has the discretion to automatically terminate the service agreement signed with the PARTY B.
Hence, PARTY B will no longer then be allowed to continue its service with any of the PARTY A’s Clients
beyond the 10 days period after the release of the PARTY B’s performance report. A notice for termination
of service agreement shall be served via PARTY B’s email (Gmail account) at least Three Days before the
effective date.

2. Interaction with Students

The PARTY B ought to prepare for his/her class through the following:
2.1. Preparing the appropriate materials for the lesson. The PARTY B is responsible for preparing lesson
materials for his/her students ahead of time. This may include reading the tutoring notes of the student to
find the appropriate lessons.
2.2 Showing familiarity with the correct lesson flow of the different lessons types. The PARTY B should be
able to conduct the lessons using the appropriate flow of the lesson type that the student is currently
enrolled in.
2.3 Conducting the lesson in a quiet environment and that is conducive for learning. The PARTY B should
at all times avoid noisy and inappropriate locations when conducting lessons.
2.4 Checking and assuring that the equipment and internet connection are in a state suitable for
conducting lessons. The PARTY B should at all times check the state of his/her computer or any other
communications devices and internet connection to prevent lesson interruptions.
2.5 Being physically able to conduct classes. The PARTY B should be physically prepared for the lesson 2.6
The PARTY B should communicate with his/her Team Coach if he/she feels that he/she is not at his/her
optimal health condition.
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

3 Managing the Class

The following measures should be done by the PARTY B in order to increase lesson effectiveness:
3.1 Attend to the lesson request of students. The students are allowed to request for specific lessons from
their tutors. It is therefore the responsibility of the PARTY B to acknowledge the requests of his/her
students and prepare appropriate materials.
3.2 Give equal focus on improving the student's reading, listening and speaking skills in English unless
there is any other specific request by the student
3.3 Providing appropriate answers to the student's questions. The PARTY B should not ignore the
questions of the student related to the lesson.
3.4 Monitor student's lesson comprehension. Until the PARTY B is sure that the student has already
understood the previous topics presented by the PARTY B, the PARTY B should not proceed with the
lesson, unless there is any other specific request by the student related to the lesson.
3.5 The PARTY B should be keen to details. He/she must correct the student's mistakes, introduce new
word to enhance the student's vocabulary and make the student familiar with expressions.
3.6 In relation to section 5.1.2a (a) (d), the PARTY B should not proceed with the lesson if he/she or the

student is experiencing sound problems. It is the PARTY B's responsibility to send a compensation report

to ABC360 Ltd. Co. staff member if the problem is on his/her side to ask for a compensation lesson.

4 Lesson Proper

This involves but is not limited to:

4.1 Apologizing to the student if the PARTY B was late or there was a sudden disconnection. In the event
that the PARTY B is late for the lesson with the student or there was a sudden disconnection during their
lesson, he/she should apologize to the student.
4.2 Not showing attitude that may invoke negative feelings on the student. The PARTY B is not to express
negative attitude towards the student. This may include sighing, raising of voice, complaining how tired or
how sick the PARTY B is.
4.3 Inappropriately criticizing the student, his/her country and his/her fellowmen. The PARTY B should not
make a negative remark on or criticize, directly or indirectly, his/her student based on his/her nationality
or on any other criteria not related to the student's English skills.
4.4 Complaining directly to the student about his/her attitude or actions. The PARTY B should not make
negative remarks to the student, during or after their lesson time, on the attitude or actions of the
student. In case the PARTY B feels threatened by the student’s attitude, he/she may seek assistance from
the PARTY A.

Annex B
SERVICE FEE

1. Hourly rate

1.1 Please refer to 4. SERVICE FEE for hourly rate.

2. Changes in the Rate System

2.1 The PARTY A has the sole discretion to change the rate system which may be different from the
existing one.
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

2.2 The PARTY A may implement the rate system changes given a one-month notice to the PARTY B
prior to the execution of change.

3. Penalty and Incentive

3.1 The PARTY A may impose incentives and penalties to meet the students' needs. Announcement,
implementation and if any, changes, can be immediate and without input from the PARTY B.
3.2 In order to give incentive to the PARTY B, the PARTY A gives criterion to the PARTY B when he/she
passes or completed criteria, which the PARTY A sets at its sole discretion.
3.3 All incentives are offered on a discretionary basis. The right to withdraw, amend or suspend the
scheme at any time without prior notice remains with the PARTY A.

4. Stipulation on the taxes and government benefits.

1 Pursuant to Section 2. “RELATIONSHIP of the PARTIES INVOLVED” hereof on the non-existence of an
employer-employee relationship between the parties, it is understood that the PARTY B shall be
responsible for filing his/her own income taxes and unemployment taxes and government mandated
benefits (SSS, philhealth, Pag-IBIG) incidental to the performance of, or payment under, this Agreement
to the respective tax authorities and government agencies.

5 Payment of the PARTY B's fee is through Gcash transfer.

5.1 The PARTY B shall be paid for his/her services through Gcash transfer.
5.2 The PARTY A shall pay the PARTY B's fee twice a month, on the 10th and the 25th, unless the PARTY

B fails to submit the required documents (such as Gcash account number) on the due date agreed.

5.3 PARTY B may need to prepare and deposit an amount for opening an account.
5.4 Other bank charges incidental to the payment of service fee shall be borne by the PARTY B and may
be deducted from his/her service fee upon his/her written consent.
5.5 Once the account has been opened, PARTY B needs to send his/her account number to the Human
Resource Associate.

Annex C
Duties of the PARTY A and PARTY B

5.1 REQUIREMENTS

5.1 The PARTY B shall provide up-to-date and accurate information. Should the PARTY B provide any
information that is untrue, inaccurate, not current or incomplete, or should the PARTY A believe that such
information is untrue, inaccurate, not current or incomplete; the latter shall reserve the right to rescind
the agreement and refuse or restrict any and all current or future use of the resources of the PARTY A.

5.2 No impersonation and/or registration in behalf of another entity

The PARTY B shall agree to not register under a false identity or misrepresent his/her affiliation with a
person or entity including but not limited to the use of a pseudonym, uploading photographs of celebrities
or of other people in his/her tutor account profile, or misrepresenting his/her age, current or previous
positions and qualifications, or his/her affiliations with a person or entity, past or present; upload, post,
transmit, share, store or otherwise make publicly available on the Site any private information of any third
Party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers
and credit card numbers.
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

5.3 Connectivity costs & equipment as the tutor's responsibility

The PARTY B is expected to teach at home and to have personal computer and a broadband or internet
connection. The PARTY B shall be solely responsible for all service and/or other fees and costs associated
with the delivery of the tutorial service and for the maintenance of all computer hardware and other
equipment required in rendering tutorial service.
5.4 Training and materials as provided by the company
The PARTY B at his/her option can also be trained further by the PARTY A, and the latter may also provide
materials to the PARTY B.
5.5 All rights reserved to review the tutoring sessions (I.e. for quality control, redistribution and other
purposes not otherwise specified).The PARTY B shall agree that it is part of his or her responsibility to
send his or her recording of class every after session (through e-mail) to PARTY A. PARTY A may record
and monitor all Tutoring Sessions (including voice chat communications) for quality control, redistribution,
advertising and other similar purposes. The PARTY A shall reserve the right to review the Tutoring
Sessions for the purpose of monitoring the quality of the PARTY B’s output as the former has no control in
any aspect of the latter’s delivery of service.

6. SCHEDULES

6.1 Schedule to be provided by the PARTY B.

a. Once the PARTY B has registered with the PARTY A, the PARTY B shall give the PARTY A his/her
available schedules. This is because students who seek tutorial services from the PARTY A make
reservations with the latter, and the PARTY A shall then match or fit the PARTY B's own given
schedules with the reservations made by said students.
b. PARTY B shall open schedule for at least 18 hours (6:00PM-9:00PM Beijing Time) or 20 hours
(5:00PM-9:00PM) per week of Party B’s choice of schedule to open slots. Both 18 or 20 hours can
be plotted in any days in Party B’s choice from Mondays to Sundays. After providing the above
schedule, teachers can also open classes from 6AM to 11PM, Monday to Sunday, according to
their own availability.
c. The PARTY A may refuse to open or close the slots requested by the PARTY B, if necessary,
according to the PARTY A’s protocols in opening and closing of schedules if it has negative effect/s
on the PARTY A’s business operations.
6.2 Inactivity of the PARTY B
The PARTY B’s employment shall be considered TERMINATED if he/she has not opened any lesson slots
for a period of consecutive 30 days.
6.3 Inactive Status
Provided that the PARTY B has already passed the pre-orientation included in the process given by the
PARTY A, the PARTY B acknowledges that one (1) month following his/her schedule if he/she fails to open
his/her schedule during the said time, he/she will be rendered inactive by the PARTY A.

7. INTERACTION WITH STUDENTS

PARTY B must be responsible over his/her conduct and the content that he/she provides. The PARTY B
warrants that all services performed will be done with due diligence.
7.1 OBSERVING LESSON MANAGEMENT PROTOCOLS
a. The PARTY B is responsible for adding the student's Skype name into his/her contacts list, calling
them on time, and in case, a student doesn't answer the call, notifying them through

a Skype message that he/she is the tutor for the current lesson slot.
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

b. The PARTY B must also finish the class within the number of minutes the student has chosen, and
finishing before the time is up can be considered a breach of this Agreement.

c. The PARTY B cannot transfer his/her lessons to another independent contractor. It is the PARTY B's
responsibility to be online for his/her lessons, access the PARTY A's website, contact the student and
conduct the lesson with the student.

d. PARTY B should make necessary preparations before the class and put student's skill improvement
a top priority as stated in Annex A under Scope of Services.

7.2 MANAGING THE CLASS

a. Managing the class - focusing during the lesson

During the lesson, the PARTY B should show concentration and interest on the lesson. He/she should
pay attention to the student. Doing activities not related to the lesson is strictly prohibited as more
particularly stated on Annex A under Managing the Class.

b. Managing the class - conducting effective lesson. The PARTY B should at all times make sure that
the student is receiving effective intervention.

7.3 Making Lesson Memos

The PARTY B should accomplish the lesson memo of his/her student after their lesson.

a. Consideration and sensitivity to the students' feelings.

As a registered Independent Contractor of the PARTY A, the PARTY B should show consideration and
sensitivity to the students' feelings as stated on Annex A.

Annex D
PROHIBITED ACTS
1. The independent contractor and the company
1.1 All information about the PARTY A and the students shall be treated as confidential, and shall not be
divulged or shared to any third Party. The PARTY B agrees that all information about the PARTY A or
the students of the PARTY A learned or gathered through or by virtue of this Agreement shall be
treated as confidential, and shall not in any way be divulged or shared to any third Party, even after
the termination of this Agreement, without the prior written consent or authority of the PARTY A
and/or the students. This shall include all information made known or disclosed to the PARTY B in the
course of his/her performance of the services under this Agreement. This shall also extend to any
information which has been or may have been supplied to the PARTY B by the PARTY A before the
date of this Agreement, even if there was no written agreement in relation to such earlier disclosure.
Upon termination of this Agreement for any cause, or should the PARTY B decide not to render his/her
services anymore, the PARTY B agrees to delete any information from his/her files related to the
PARTY A and/or the students.
1.2 Name and logo of the company may not be used without permission of the PARTY A;
The PARTY B shall not be allowed to use the name or logo of the PARTY A for any purpose without the
prior written approval of the PARTY A.
1.3 Account is non-transferable;
The transfer and use of another independent contractor's account shall not be allowed at any time.
The PARTY A shall grant the PARTY B a personal, non-transferable and exclusive right to access its
website; provided that the PARTY B shall not (and shall not allow any third Party to) copy, modify,
create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover
any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

to the account. Additionally, the PARTY B shall be prohibited from selling, trading, or otherwise
transferring his/her account to another Party.
1.4 Cancellation;
The PARTY B ought to be online for his/her lessons. Cancellation of lessons is not permissible.
Frequent cancellation on short-notice and/or without notice must be avoided. The PARTY B shall be
penalized with a certain fee as stipulated in the “Tutor’s Policy” as agreed by both parties for any
damages incurred once he/she cancels the schedule he/she has previously provided and booked by
students upon signing this agreement.
1.5 Poor Lesson Quality beyond set criteria
a. The PARTY B maintains his/her responsibility over the quality of his/her lessons in terms of
lesson skill and attitude with respect to the general guidelines pre-set by the company.
b. The PARTY B shall be warned on the first offense via email upon exceeding the acceptable level of
dissatisfactory average as per student evaluation.
c. The PARTY B shall be subject to payment of damages upon the second offense and may be
considered in breach of the agreement upon the next offenses depending on the criterion not met.
1.6 Dress code
Party B shall wear appropriate smart-casual attire when conducting lessons. Party B should always be
presentable and maintain an image suitable for young clients. Items such as, but not limited to, are
strictly prohibited, sleeveless tops, tank tops for men, revealing clothes, unkempt hair, dirty glasses,
excessive make-up, inappropriate tattoos, etc.
1.7 In cases where student complaints were filed upon receipt of complaints from students being tutored
by the PARTY B, the PARTY A shall send an email to the tutor for purposes of warning, solicitation of
explanation or comment, notice of payment of reimbursement for damages/loss caused, or notice of
rescission of this agreement depending on the gravity of the breach of the Agreement.

1.8 Low evaluation scores given by the student;

Students have the discretion to evaluate the PARTY B's performance and lesson environment (i.e.
Lesson skill and attitude).The PARTY B is not allowed to ask directly or indirectly his/her students why
his/her lesson evaluation score or average is decreasing.
1.9 Interaction with students within the context of abc360 lessons;
The interaction between the PARTY B and his/her students should be limited to abc360 lessons.
Furthermore, the PARTY B is not to contact the student to invite him/her to visit the Philippines or any
other country and organize a meeting with him/her. In doing so, the PARTY B understands that the
same can be a ground for termination of this Agreement.
1.10 Receiving of gifts/compensation directly from the student;
The PARTY B shall not receive any compensation or gift directly from a student.
1.11 Asking/ giving personal information especially contact details not allowed;
The PARTY B shall not collect the personal information of any of the students to whom he/she gives
lessons to under this Agreement. Any contact between the PARTY B and the student should be done
through Skype or QQ, the PARTY A's website and/or through the PARTY A. The PARTY B is not to
disclose any direct contact details which includes, but is not limited to, the PARTY B's phone number,
home address and email address.
1.12 Teaching outside lesson hours is not allowed;
The PARTY B should only conduct lesson during the affixed schedule he/she and the company agreed
upon. The PARTY B acknowledges that conducting lessons outside the PARTY A’s allowed schedule is
prohibited and will not be remunerated for. In doing so, the PARTY B understands that the same can
be a ground for rescission or cancellation of this Agreement.
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

1.13 Offenses not otherwise specified

Other similar or analogous offenses, not specified in the abovementioned sections, shall also be given a
warning and may consequently result to the termination of this agreement.
*FRAUDULENT ACTS
Any fraudulent act on the part of Party B shall be a ground for immediate dismissal, without prejudice to

the filing of appropriate criminal actions against the latter. Such fraudulent act/acts shall be as follows

a.) Falsification of company documents;

b.) Soliciting and asking for money from any clients. c.)
Sharing of confidential information and documents;
d.) Other analogous acts which constitute fraud in accordance with Philippine laws and jurisprudence
1.14 Slander and defamation
The Independent contractor shall not upload, post or transmit any content that is unlawful, harmful,
threatening, abusive, harassing, torturous, vulgar, obscene, libelous, and defamatory against the Party A on
the company’s website or other social media channels. Party B who has committed a potentially libelous or
defamatory act online may be charged, prosecuted, and, ultimately, made liable/ answerable under the law.

2 PRIVACY POLICY
2.1 Upon registration, specific personal information shall be acquired.
2.2 The PARTY B will register with the PARTY A online and provide the following information: Skype name;
relevant teaching experience; language training and certifications, if any; teaching qualifications; self-
introduction; school and degree; internet environment; and other relevant personal information and a
photograph. The PARTY B shall allow the PARTY A to use the above information for the latter's business.
2.3 Use of session ID cookie
The PARTY A may use cookies to remember the PARTY B's preferences and maximize the performance
of its services. The information collected with cookies are not to be sold, rented, or shared with any
outside parties.
The PARTY A may use web beacons to:
(a) Count and recognize users by accessing certain cookies
(b) Personalize the PARTY B's user experience
2.4 The primary Communication of the PARTY A to the PARTY B shall via electronic means
2.5 The PARTY A may communicate to the PARTY B electronically. The PARTY B will provide the PARTY A
with an email address through which the PARTY A can send notifications to.
2.6 The PARTY A may also communicate with the PARTY B by posting notices on its website.
2.7 Disclosure of tutor's personal information as required by law
2.8 The PARTY A warrants that the PARTY B’s personal information will not be shared to a third Party unless
required by law.
2.9 The PARTY A reserves the right to disclose the PARTY B's personal information under the following
circumstances:
(a) The PARTY A responds to subpoena, court orders, or legal process, to establish legal rights or
defend against legal claims;
(b) the PARTY A is ordered by a public office to comply with the latter’s legal mandate/s such
as to investigate, prevent or take action regarding illegal activities, suspected fraud, situations
involving potential threats to the physical safety of another person, violations of the terms of this
Agreement; or
 Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

(c) The PARTY A transfers the PARTY B’s personal information after being acquired by or merged
with another company. In this event, the PARTY A agrees to notify the PARTY B before the
information is transferred and becomes subject to a different privacy policy.

3 WEBSITE CONTENT USAGES

Use of site for the sole purpose of tutoring and other related activities the PARTY B agrees not to
manipulate or interfere with the PARTY A's website through the following:
(a) Making available by uploading, posting, emailing, transmitting or by any means any unsolicited or
unauthorized advertising, promotional material, "chain mails", "spam", "pyramid schemes," or any other form
of solicitation;
(b) Making available by uploading, posting, emailing, transmitting or by any means any material that
contains software viruses or any other computer code, file or program that is designed to interrupt, destroy or
limit the functionality of any computer hardware or software or telecommunications equipment;
(c) Making available by uploading, posting, emailing, transmitting or by any means any content that is
unlawful, harmful, threatening, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another's
privacy, hateful, racially, ethnically or otherwise objectionable;
(d) Making available by uploading, posting, emailing, transmitting or by any means any content that the
PARTY B does not have a right to make available under any law or under contractual or fiduciary
relationships.
(e) Using the PARTY A's website as a forwarding service to another website that is not related to the
performance of services rendered by the PARTY B;
(f) Forging headers or manipulating any content transmitted through the PARTY A's website in order to
disguise its origin;
(g) Disrupting the PARTY A's website or servers or networks connected to the PARTY A's
website or disobeying any requirements, procedures, policies or regulations of networks
connected to the PARTY A's website;
(h) Collecting or storing personal data of other users in connection with the prohibited conduct
stated in the paragraphs above;
(i) Stalking or otherwise harming any other user of the PARTY A's website;
(j) Using automated scripts to collect information from or otherwise interact with the PARTY A's
website;
(k) Registering for more than one user account; registering for a user account on behalf of
another individual; or registering for a user account on behalf of any group or entity;
(l) Falsely stating, impersonating, or otherwise misrepresenting identity, including but not
limited to the use of a pseudonym, uploading pictures of celebrities, or of other people other
than the tutor himself/herself on the PARTY B's tutor website profile, misrepresenting current
or previous positions or qualifications, or affiliations with a person or entity, past or present;
uploading, posting, transmitting, sharing, storing or making publicly available on the PARTY A's
website any private information of any third Party, including, without limitation, addresses,
phone numbers, email addresses, Social Security, Tax Identification, account and credit card
numbers;
(m) Using or attempting to use another user's account, service or website without the prior
written authorization from the PARTY A;
(n) Making available any content, that in the sole judgment of the PARTY A, is objectionable or
which restricts or inhibits any other person from using or enjoying the PARTY A's website, or
which may expose the PARTY A and the users of its website to any harm or liability of any
type.
Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

4 Copyright of the web contents

4.1 No infringement or modifications
The PARTY B acknowledges that all information on the PARTY A's website is protected by copyright.
The PARTY B agrees not to infringe any of the intellectual property rights associated with the
manufacture, design, branding of any course advertised on the PARTY A's website nor introduce
modifications to any of the information supplied by the PARTY A unless the nature of delivery dictates
otherwise.
4.2 The use of the PARTY A's website does not constitute a license to use in any way, any of the
trademarks owned by the PARTY A or its licensors. The PARTY B shall not be allowed to use the name
or logo of the PARTY A for any purpose without the prior written approval of the PARTY A.
4.3 Download for personal use allowed;
All contents, designs, text, graphics, software compilations, underlying source codes, and other
graphic arrangements together with the collection, arrangement and assembly of all content on the
PARTY A's website are the copyright of the PARTY A and its licensors, where applicable.
4.4 Creation and publication of databases using features of the site are not allowed;
The PARTY B is not allowed to create and/or publish a database that features substantial parts of the
PARTY A's website without the prior written consent of the PARTY A.
4.5 The PARTY A has no liability for content on other web sites that the PARTY B may find or access
while using the PARTY A’s website. The materials available on or through other websites may be
protected by copyright and the intellectual property laws of any country. The terms of use of those
websites, and not the terms of this Agreement, governs the use of that material.
4.6 The company has the right to modify and adapt the contents submitted by the Tutor.
4.7 By using the PARTY A's website, the PARTY B gives its consent to the PARTY A to:
(a) Process the PARTY B’s personal data so that the PARTY A can efficiently provide PARTY
B with information about new materials, features and services available on the PARTY A's
website;
(b) Process the PARTY B’s personal data to enhance the services available to the members of
the PARTY A's website;
(c) Process the PARTY B’s personal data for the purpose of displaying, distributing and
promoting the PARTY B's profile on the PARTY A's website;
(d) Make copies of the PARTY B’s user content as the PARTY A deems necessary in order to
facilitate the posting and storage of the PARTY B's user content on the PARTY A's website.
4.8 The royalty-free and non-exclusive license given by the PARTY B to the PARTY A to perform the
procedures stated above shall continue for as long as the PARTY B continues to be a user of the PARTY
A's website and shall be terminated at the time the PARTY B's profile is terminated. The PARTY B,
however, acknowledges that contents like lesson memo and lesson evaluation scores not included
directly on the PARTY B's profile could remain after the termination of the profile.
4.9 The PARTY B agrees that the PARTY A may, but is not obliged to, review its website and may
delete or remove without notice any website content or the PARTY B's user content in its sole
discretion, for any reason or no reason, including without limitation the PARTY B's user content that in
the sole judgment of the PARTY A violated this Agreement or which might be offensive, illegal, or that
might violate the rights, harm, or threaten the safety of others. The PARTY B is responsible at his/her
sole cost and expense for creating backup copies and replacing any user content that he/she posted or
stored on the PARTY A's website or provided to the PARTY A.
Hong Kong Shuoming Technology Limited UNIT 1402B, 14/F, THE BLEGIAN,
BANK BLDG NOS 721-725 NATHAN,
---香港硕明科技有限公司--- RD MONGKOK,
KL, HONGKONG

4.10 The PARTY A does not claim any ownership of the PARTY B's user content. The PARTY A, however,
reserves the right to display certain details of the PARTY B's user content to the students catered to by
the PARTY A and to the administrative staff of the PARTY A for whatever legal purpose. 4.11 Continued
use of site constitutes agreement to any updates that may be done without notice.
4.12 The PARTY B acknowledges that the PARTY A may establish general practices and limits
concerning the use of the PARTY A's website and its services and may modify such practices and limits
from time to time without notifying the PARTY B. The PARTY B agrees to periodically review this
Agreement to stay informed of the measures of protecting the personal information collected by the
PARTY A. The PARTY B’s continued use of the PARTY A's website constitutes the PARTY B’s agreement
to this Agreement and any updates. Unless stated otherwise, the current Agreement applies to all of
the PARTY B’s personal and account information.
4.13 The PARTY A will not be held liable for the deletion or failure to store any messages and other
communications or other content maintained or transmitted by the PARTY A’s website following the
update.
Party B is liable to pay a fine of PHP 50,000.00 should Party B be found to have committed any of the
prohibitions enumerated in this agreement.

Annex E
TERMINATION OF AGREEMENT

1.1 Upon termination of this Agreement for any cause, or should the PARTY B decide not to render
services anymore, the PARTY B agrees to delete all information from his/her files related to the PARTY
A and/or the student. Upon termination of this Agreement, the PARTY B shall return to the PARTY A all
documents and other materials in its possession, custody or control which bear, incorporate or are
generated from any confidential information and permanently delete any such documents or materials
from any computer or similar machine in the possession, custody or control of the PARTY B.

1.2 Breach of the Terms/s of this Agreement

Breach of any of the terms of this Agreement may result to a warning sent via email on the first
offense of the same nature. Following offenses could result to payment of or reimbursement for
damages/loss caused and/or immediate rescission/termination of this agreement.
1.3 Party B must finish the orientation check-up, the line test, and confirm the class schedule within
15 days after being endorsed to Team Coach (TC). In the duration, Party B will received a warning
letter via email to explicating the remaining days. The failure of Party B shall be construed as a waiver
thereof.
1.4 The agreement will become invalid if Party B fails to start teaching within 15 days due to training,

nestling coach, internet and computer failure or in-qualified device, schedule and pronunciation.

1.5 Any other violations against PHH Guidelines would also be subject to termination of this

agreement . PHH Guidelines are released on the teacher’s page and will be updated based on needs.