www.catchthelingo.com  Language Education Provider Agreement  

Most recently updated - April 2012.

THIS AGREEMENT (the "Agreement")  BETWEEN  QueBueno Ltd, 7 Winchester House, 76-78 Highbury New Park, London N5 2DJ, UK trading as www.catchthelingo.com (hereinafter called "The Company")  AND  The language language education provider in question (hereinafter called "the language education provider"), of the other part.

 WHEREAS:  (A) The language education provider has certain skill, knowledge and experience in the field of teaching languages, training teachers and providing ancillary services to students who have travelled from abroad to learn a language or train to teach a language; and (B) In reliance of that skill, knowledge and experience, The Company has agreed to promote and offer the services of the language education provider through their website www.catchthelingo.com as an independent contractor subject to and upon the following terms and conditions.

NOW IT IS HEREBY AGREED as follows: 1) DEFINITIONS:  a) “Agreed Procedure” is as outlined in Schedule 1;  b) “Confidential Information” means information regarding the business and/or activities of The Company and its group companies including, but not limited to, transactions in business with their customers, both past and present, and particulars of the accounts of their customers and any other personal data relating to their customers as may from time to time be disclosed by The Company to the language education provider or to which the language education provider may be provided access by The Company either before, on or after the date of this Agreement whether voluntarily or inadvertently and in whatever form, whether in writing, orally, magnetic or machine readable or by demonstration or any other form.  Confidential Information shall include subsequent interpretation, application, analysis, reproduction, copying and reporting of such information;  c) “Intellectual Property Rights” means all patents, trademarks, service marks, and names, logos, rights in any domain name, copyrights, (including copyrights in computer software), design rights, moral rights, database rights, typography rights, know-how, trade secrets in technical data, together with all goodwill attaching or relating thereto in any part of the world, and whether such rights are registered or unregistered, including any applications for registration in respect of any such rights d.) a "course" is a course in learning Spanish or a TEFL course for the purposes of training to be an English teacher. e.) Ancillary services are language learning complimentary services offered by the language education provider such as extra curricular activities, accommodation for the purpose of language learning, culture and dance classes offered through the language being thought.  

2) INTERPRETATION:  In this Agreement, unless the context requires otherwise:  a) a reference to a person (including a party to this Agreement) includes a reference to that person’s legal personal representatives, successors and permitted assigns;  b) any reference in this Agreement and/or in the schedules to any statute or statutory provision shall be deemed to include any statute or statutory provision which amends, extends, consolidates, re-enacts or replaces same, or which has been amended, extended, consolidated, re-enacted or replaced (whether before or after the date of this Agreement) by same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;  c) words importing the singular shall include the plural number and vice versa and words importing a gender shall include each gender;  d) any reference to any “clause”, “sub-clause”, “paragraph,” or “schedule” shall be a reference to the clause, sub-clause, paragraph, or schedule of this Agreement unless it is indicated that reference to some other provision is intended;  e) the provisions of the schedules (if any) to this Agreement shall form an integral part of this Agreement and shall have as full effect as if they were incorporated in the body of this Agreement and the expressions “this Agreement” and “the Agreement” shall be deemed to include the schedules to this Agreement;  f) any reference to a “person” shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state or agency of a state, or any association or partnership (whether or not having separate legal personality);  g) the headings contained in this Agreement and the schedules are inserted for convenience of reference only and shall not in any way form part of nor affect nor be taken into account in the construction or interpretation of any provisions of this Agreement or the said schedules;  h) all references in this Agreement to costs, charges and expenses include any value added tax or similar tax charged or chargeable in respect thereof;  i) all references in this Agreement to “indemnity” and “indemnifying” any person against any circumstance include indemnifying and keeping that person harmless from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;  j) any reference to a legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England and Wales, be deemed to include a reference to what most nearly approximates in that jurisdiction to the England and Wales legal term.

 3)COMMENCEMENT

The Company and the language education provider agree to implement the terms of this agreement and comply with the Agreed Procedure.

4)OBLIGATIONS OF language education provider

 For the consideration outlined below, the language education provider hereby agrees to render services to customers referred through the www.catchthelingo.com website in accordance with the Agreed Procedure as an independent contractor with all reasonable care and skill and to the best of their ability.  

5)In accordance with the Agreed Procedure, the language education provider shall ensure:  a) the application form and online profile are completed accurately.  b) The Company are notified immediately of any changes, errors, mistakes or omissions in the online profile.  c) all systems (including IT systems) are operational and have an adequate backup to ensure any communication breakdown is resumed within 24 hours.  d) all requests for reservations are confirmed within 72 hours of the date the request is sent.  e) Both The Company and the customer are immediately notified of any course cancellations.  f) the services referred to in this agreement are provided to customers and to The Company with reasonable care and skill and to the best of the language education provider ability. g) That the price listed (in $US) for any course or ancillary service is the lowest price that the course or ancillary service is currently offered by the language education provider either directly or indirectly. h) That a price listed (in $US) on the website is inclusive of all fees charged for that course or ancillary service such as but not limited to registration fees, administration fees, taxes and support fees.i)That you will not put in links to other websites (including your own). Please don't put a link in your ad to further details on another website. j.) That you will not insert your contact details at any point on your pages. k.)That you will not encourage users to leave the catchthelingo.com website. L) Minimum course duration is 3 days AND 6 hours. M) You may not charge the student for a bank holiday where no class is provided.

6) The language education provider shall at all times be responsible and directly accountable to their respective Revenue authorities for all income tax, VAT, levies, contributions and other taxes payable on fees paid under the provisions of this agreement.

7) OBLIGATIONS OF The Company For the consideration outlined above, The Company shall ensure the language education provider profile is promoted through the www.catchthelingo.com website, and other sites, in accordance with The Company’s terms and conditions.

8)Where a booking payment fee is received from a customer, The Company will promptly forward an “application for reservation confirmation” in accordance with the Agreed Procedure.  

INDEPENDENT CONTRACTOR

9)In the performance of all services hereunder:  a) the language education provider shall be and shall be deemed to be an independent contractor who shall not be entitled to any benefits applicable to employees of The Company;  b) the language education provider shall comply with all applicable laws and regulations;  c) the language education provider shall have sole responsibility for the payment of all applicable taxes including state and local income taxes, social insurance, employment levies and other similar taxes;  d) the language education provider shall effect and maintain all insurance that is legally mandatory in the country of the language education provider. e) the language education provider shall not and shall not be at liberty to enter into any contractual agreements on behalf of The Company.

CONFIDENTIAL INFORMATION AND THE COMPANY PROPERTY  

10) The language education provider undertakes and agrees that it will maintain the confidentiality of all Confidential Information, that the Confidential Information will be used by the language education provider exclusively for the purposes of this Agreement and in accordance with The Company’ instructions and will not be disclosed in whole or in part to any third parties PROVIDED HOWEVER that such parts (and only such parts) of the Confidential Information may be disclosed to such of the directors, officers and employees of the language education provider who need to have such information for the purposes of this Agreement, it being hereby further agreed that the language education provider will inform such directors, officers and employees of the confidential nature of such information and that the language education provider will procure prior to any such disclosure that each such person to whom disclosure is intended is made aware of the obligations and restrictions in this Agreement and that such person complies with the obligations and restrictions in this Agreement.

11) The language education provider further warrants and undertakes that it shall take all reasonable measures to protect the secrecy of the Confidential Information, and will ensure that all persons employed by the language education provider and/or having access to the place at which this Agreement is carried out are aware of and comply with the measures aforesaid.

12) The language education provider undertakes and agrees that in performing its obligations in relation to this Agreement it will at all times strictly comply with all relevant laws and regulations from time to time applicable, including but not limited to, data protection and privacy laws that may be applicable arising from, or, in connection with this Agreement and the Confidential Information and the terms of this Agreement.

13) The obligations as to confidentiality contained in this Agreement shall continue in force indefinitely notwithstanding the termination or expiry of the Agreement.

 

INTELLECTUAL PROPERTY RIGHTS

14) The language education provider hereby acknowledges that all Intellectual Property Rights and know-how related to the business of the The Company shall belong to and be the absolute property of The Company or any company which the The Company may nominate for that purpose.

15) The language education provider expressly licenses, consents and authorises The Company to use information including but not limited to the language education providers business name, logo and any associated trademarks submitted in their application form and through the www.catchthelingo.com website ("Service Provider Information").

16)The Company will use the Service Provider Information for all reasonable use throughout the world for the duration of this agreement for the purposes of promoting the business of the language education provider and www.catchthelingo.com.

DATA PROTECTION

17) Each of the parties shall comply with its obligations under the Data Protection Act 1988 and any amendments thereto as regards relevant data in its possession and also as regards any actions, systems, practices and procedures adopted by either party in relation to the compilation, storage and use of relevant data supplied by either party to the other for the purpose of this agreement.

18) The Company hereby notifies language education provider that the The Company Group’s data contains personal data as defined by the data protection laws. ("The Company’ Personal Data"). Notwithstanding any provision in this Agreement The Company shall only be obliged to provide information to language education provider to the extent permitted by the relevant data protection law.

19) If in performing the services under this Agreement, the language education provider processes The Company’ Personal Data:  a) language education provider agrees that it will process such personal data solely in accordance with the written instructions of the The Company;  b) language education provider agrees that it will comply with The Company’ technical and organisational security measures, as notified in writing by The Company to language education provider and which are necessary to comply with the security obligations of the data protection laws; and c) language education provider agrees that it will carry out such processing of personal data with reasonable skill, care and diligence and in accordance with the provisions of the data protection laws.

20) language education provider hereby warrants to the The Company that in respect of The Company’ Personal Data it will observe all obligations under the data protection laws and, will indemnify the The Company against all breaches of the data protection laws due to language education provider’s failure under the terms of this agreement or language education provider’s failure to comply with this Clause in respect of The Company’ Personal Data. Further, language education provider agrees to comply with any notified written instructions (if any) from The Company in respect of the processing, use and manipulation of The Company’ Personal Data.

 

INDEMNITIES

21) The language education provider shall exonerate, indemnify and hold The Company harmless from and against any and all liability, loss, cost, expense, damage, claims or demands on account of injuries (including but not limited to death), to the language education provider or any of the language education provider’s employees or contractors or loss or damage to the language education provider’s property or that of any of its employees or contractors, arising out of or resulting in any manner from or occurring in connection with the language education provider’s performance of services hereunder.

22) The language education provider shall at all times hereafter indemnify and save The Company harmless from and against all income tax, VAT, social welfare contributions, levies and other taxes payable on fees paid to it hereunder and all costs, penalties, interest and gross up which may be assessed by the Revenue authorities in respect thereof.

23) The language education provider shall exonerate, indemnify and hold The Company harmless from and against any and all liability, loss, cost, expense, damage, claims or demands for actual or alleged violation of the rights of others in respect of any trade secret, know-how or other confidential information by reason of The Company’ receipt or use of the services or information described herein or otherwise in connection therewith.

TERMINATION

24)Either party may terminate this agreement at any time for any reason on the expiry of 7 days notice.

25) The Company may without notice and without liability instruct the language education provider to cease work and/or immediately terminate the Agreement where:  a) the language education provider has acted in breach of the Agreed Procedure;  b) The Company reasonably believes that the language education provider has not observed any condition or term of this Agreement.

ASSIGNMENT

29) The language education provider shall not assign this Agreement or delegate its obligations under this agreement to any person, firm or company (whether by sub-contracting or otherwise), in whole or in part, without the prior written consent of The Company.

SEVERABILITY

30) In the event that any covenant or provision herein shall be determined by a court of competent jurisdiction to be unenforceable, invalid or void to any extent for any reason, then the said covenant shall be given effect to in such reduced form as The Company may specify by notice in writing to the language education provider or as may be decided by any court of competent jurisdiction to the intent that the validity and enforceability of the remaining covenants and provisions shall not in any way be affected thereby.  The language education provider hereby acknowledges and agrees that the restrictions contained in this agreement are valid and reasonable in the circumstances.

NOTICES

31) Any notice required by this agreement to be given by either party to the other shall be by email and shall be served by sending the same to the registered email address of the other party and any confirmation of the email sent, proven independently by the email provider shall be deemed proof of such notice having been sent.

32)Any notices or communications hereunder shall be by email addressed to the registered email address.

 ENTIRE AGREEMENT

33) This agreement embodies the entire understanding of the parties hereto concerning the subject matter hereof and overrides and supersedes any prior promises, representations, understandings, arrangements or agreements concerning the same.

34) The termination of this agreement shall not prejudice the continuance in force of any of the provisions hereof which are intended to survive the termination

DISPUTE PROCEDURE

JURISDICTION

35) The Recipient and The Company agree to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any claim arising hereunder. The Recipient accepts that the submission to the exclusive jurisdiction of the UK Courts contained in this section is for the benefit of The Company, and for the benefit of The Company only, and that The Company will retain the right to bring proceedings in any other Court which has jurisdiction in respect of any claim arising hereunder.

BY CLICKING THE ‘AGREED TO TERMS’ BUTTON AT THE BOTTOM OF THIS PAGE YOU HAVE AGREED TO THIS TERMS AND THIS IS YOUR SIGNATURE. WHEN THE ‘AGREED TO TERMS’ BUTTON HAS BEEN CLICKED THE CONTRACT HAS BEEN SIGNED BY BOTH THE COMPANY AND THE LANGUAGE TUITIONS PROVIDER.  

SCHEDULE 1 “AGREED PROCEDURE”

Introduction and approval of language education provider

1. Person to Person or Telephone Introduction

2. Follow up email with sign up invitation link  

3. language education provider completes online contact details form and agrees to Provider language education provider Agreement online, confirming agreement by ticking “Agreed" to Terms” box. Once completed, this is to be printed and signed.  

4. Applications which meet the minimum criteria are then approved by The Company..

5. Approval is confirmed by email with an email inviting the language education provider to complete their online profile.

Completion of Online Profile

1.  Once they have received their confirmation of approval, the language education provider will be invited to update their online profile by signing in to www.catchthelingo.com

2. The online profile is being relied on by The Company to promote and sell courses to students.

3. The language education provider must, to the greatest extent possible keep their profile up to date with relevant changes. We cannot be responsible for failures to update profiles. Any profile updates will be updated as soon as practicable.  

4. The language education provider must price courses and associated ancillary services offered on the Company on a best price basis where the overall price offered (including the booking payment fee) on the Company is no higher than the price offered directly or indirectly to potential students outside the Company.  

5. While we will do our best to ensure any potential mistakes are identified and filtered, the language education provider is solely responsible for any errors or omissions in the online profile.

Referral of Customers to language education provider

1.Customers select a language education provider from the www.catchthelingo.com website based on the online profile information provided. Customers will agree to The Company terms and conditions and will be advised that they are also subject to the school terms and conditions.

 2. As part of the application process, Customers pay a 15% booking payment fee for a Spanish course, 10% for a TEFL training course and a 15% for any ancillary service's selected which are non refundable. The booking payment fee is The Company's commission which is immediately due and payable once the customer’s details have been passed to the language education provider.  

3. Following confirmation of receipt of the application and successful payment, customers are sent a confirmation email that includes:  a. Details of remainder of fees to pay (full fees less booking payment fee paid). b. Details of where and how to pay remainder. c. language education provider contact details. d. Any other relevant information All of the above information is taken from the language education provider on-line profile.  

4. A confirmation is also sent to the language education provider. The language education provider must respond to the email by either accepting or rejecting the course booking (there will be a link to do this).  

5. The language education provider has 72 hours to confirm the booking.

6. If they fail to do so, an email reminder is sent. If language education provider fails to confirm after a further 24 hours The Company will follow up with a phone call.

7. When the language education provider clicks the link they are directed to a page with a receipt of confirmation and the agreement is logged in our system.

Payment and Liability 

Booking Payments paid to The Company are non-refundable once an introduction has been successfully made between the Customer and the language education provider.  - After receipt of reservation request, we recommend that the language education provider makes immediate direct contact with the Customer to ensure details of reservation are reconfirmed (including balancing payment) and to notify them of the terms and conditions of the language education provider. - The language education provider is responsible to the customer for any failure to deliver the service as advertised on the online profile, including but not limited to cancellations or variations in the courses offered. - Should the customer fail to pay the remainder of the full fees by the agreed date, this is a matter for the language education provider to address with the customer in accordance with the language education provider terms and conditions.

If a customer cancels his course and any ancillary service s booked within the period one before commencement of the course or fails to show up on the 1st day of tuition the Company will compensate the language education provider with 50% of the booking payment fee. Note: Because of the costs of making an international payment transfer, a payment will only be made once the total owed by The Company to the language educational provider has reached US$150.

If the customer cancels his course prior to one month before commencement of the course no payment will be made to the language education provider. The Company will offer that student a credit for the value of his booking payment fee which he may use for that language education provider any time in the future.

If the customer wishes to postpone his course or ancillary service or make any change to a course or ancillary service within the period one month before the commencement of the course, it is for the language education provider to decide if they wish to grant such a change. The Company will have no input into such a process. 

If the language education provider wishes to change or cancel any element of a course or ancillary service they should request that change to the Customer. The Language education provider agrees that with such a change they will do everything in their power to minimise the disruption to the customer and to meet the expectations of the customer. The Company retains the right to remove any language education provider that we believe does not do so. 

We are not liable to the language education provider for any payments to be made by the Customer to the language education provider.

The language education provider agrees that we are entitled to promote and sell their online profiles through third party websites and by signing this agreement, they are expressly authorising us to do this. 

We may update this agreement at any time, with updates taking effect when you next edit your profile or 5 days after we post the updated policy on the site, whichever is sooner. We will notify you of any changes we make to this agreement. No other amendment to this agreement will be effective unless made in writing, signed by users and by us.