The Terms and Conditions (“Terms”) and the Provider Registration Form (“Provider Registration Form”) shall be read together and form the agreement (“Agreement”) between ILK Learning Limited (“ILK”) and the tutor/corporate as indicated on the Provider Registration Form (“Provider”) for providing the courses as agreed.
(ILK and the Provider shall collectively be referred to as “Parties” and individually as “Party”, as the case may be).
The signing of the Provider Registration Form signifies that the parties have acknowledged the Terms and conditions of services, and have committed to complying with the requirements set in the Agreement.
1.1 The Provider appoints ILK as the listing agent to promote, solicit, negotiate and conclude contracts with clients/students on behalf of the Provider on its ILK Platform Channel (defined hereinbelow) for the following services (shall collectively be referred to as the “Services”):
1.1.1 provides and offers advices and expertise on marketing and sale of products and services relating to education, parenting and children to the Provider;
1.1.2 operates online social media platform, the ILK’s website www.ilklearning.com (“Website”) and mobile application (“ILK App”) (where applicable). (The Website, ILK App and Providered third party media platform shall collectively referred to as “ILK Platform Channel”), where clients/students (“Client” or “Clients”) may enrol, subscribe, reserve any classes, tuitions, consultations and such other courses and programmes offered by the Provider on the ILK Platform by the Providers (“Course” or “Courses”). Client may place an order for their desired Courses via the ILK Platform Channel (“Order”).
1.1.3 receives and accepts payment for the Order in the name and for the account of the Provider and transmit to the Provider after deduction of ILK’s charges in accordance with the Provider Registration Form and the terms and conditions herein.
1.2 It is agreed that, if necessary, parties should arrange a meeting or consultation on any editorial content, direction of the Courses, including promotion video(s), relevant materials to enable ILK to perform its Services, the said meeting is subject to an additional fee at the discretion of ILK,
1.3 It is understood and agreed that there is no partnership and employer-employee relationship between the Parties, and nothing contained herein shall be construed to create such relationship, and there is no guarantee of income or profit from the use of Services.
1.4 It is also understood that ILK does not act for the clients. All contracts concluded by ILK will be based on the General Terms and Conditions with Clients as found on the ILK Website.
2.1 ILK is obliged to fulfil the following responsibilities and duties for the performance of the Services:
2.1.1 forward an Order to the Provider upon receipt and accept the client’s payment online;
2.1.2 transfer to the Provider, the monies for such Order in accordance with Provider’s Registration Form and Clause 6 hereunder;
2.1.3 have full right to remove or amend any information on the Provider’s page on the ILK Platform Channel including videos, pictures, photographs, wordings, description or any contents at its sole discretion, when any information therein might be untrue, misleading, contain inappropriate contents, potentially infringing upon any legal rights of a third party or violating any regulations or law;
2.1.4 have the right to change the prices of the Course offered by the Provider to match the market rate, and/or influence the prices for the Courses offered by the Provider;
2.1.5 have the right, in its sole discretion, to remove any Course on the ILK Platform Channel which in the opinion of ILK may be prohibited by any laws or regulations;
2.1.6 have the right to refuse or block a client from placing any order on the ILK Platform Channel at its sole and unfettered discretion.
3.1 The Provider expressly agreed and undertake to:
3.1.1 provide ILK with all details on the Course as shall be required by ILK, including but not limited to venue, date, time, duration, scope of course, required gears, uniforms or materials, mode of delivery, promotions, or discount (“Course Details”) to be made available for access on the ILK Platform Channel
3.1.2 provide and inform ILK of any changes and update about the Course Details at least 2 business days before[U1] its intended change takes place. Any changes should be made clearly in writing together with an updated copy of the Course Details and such changes shall not occur more than once per month, save in exceptional circumstances.
3.1.3 provide ILK with a clear acceptance or rejection of the Order within 2 days from the time of the Order was made on the ILK Platform Channel and provide ILK with full reason(s) for such rejection.
3.1.4 represent and warrant that:
18.104.22.168 it is capable and has the right to provide for each Course;
22.214.171.124 legally eligible to provide Services in the jurisdiction where the Services are provided;
126.96.36.199 comply with applicable local laws and regulations and obtain and maintain all necessary permits, licenses, certifications and consents (including but not limited to all health and safety legislation and/or regulations) (“Permits”) which may be required in order to perform its obligations under this Agreement and to provide copies of all Permits (if applicable) to ILK within 7 days of the date of Agreement or grant of Permits to the Provider, whichever is later;
188.8.131.52 use its best endeavour to organise, prepare, provide and fulfil the Order upon acceptance and to ensure the quality and standard of the Service meets the same and standards and requirements the Provider would provide to its own clients in the ordinary course of the Provider’s business;
184.108.40.206 ensure it has sufficient capacity at all times (including staffs, equipment, materials, venue) to supply, provide and deliver the Courses to Clients;
3.1.5 solely responsible and liable for any and all client queries, claims and/or complaints in respect of the contents and quality of the Courses and Order thereof;
3.1.6 solely responsible for all costs, including the costs to provide the Course and Services, incurred by it or its organisation;
3.1.7 ensure the prices of the Courses are consistent and/or identical to the prices offered to clients who purchase Courses from the Providers through other means, and where the said Courses are offered at higher price, the Provider shall inform ILK in writing not less than 7 days in advance, disclosing full details of the terms and conditions and ILK shall have the right to provide the same or the equivalent of such on the ILK Platform Channel; and
3.1.8 shall perform it obligations under this Agreement at all times in a competent, professional, and business-like manner, within established industry standards, adopt best practices and principles
4.1 Nothing in this Agreement is intended to, or shall be deemed to establish any corporate partnership or joint venture between the Parties.
4.2 The Services are not an employment service and ILK does not serve as an employer or employee of the Provider.
4.3 ILK will not be liable for any tax or withholding, including but not limited to employment insurance, employer’s liability, workers’ compensation insurance, third party insurance, occupiers’ liabilities, social security or payroll withholding tax in connection with the Services or the Provider’s services.
5.1 The Services shall commence from the date the Provider is listed on the ILK Platform Channel (“Commencement Date”) upon full satisfaction of ILK of the information provided by the Provider, including but not limited to the Provider’s particulars, previous curriculum vitae, criminal records, and approved images, unless otherwise agreed by parties in writing.
6.1 The Provider grants ILK authority to receive any funds in the name, and for the account of the Provider paid by the clients, whether by online means or in cash. All fees received from the Courses on the ILK Platform Channel shall be settled the in accordance with the Provider Registration Form and the provisions of Clause 6 herein.
6.2 The Parties agree and accept that the Income (as defined in Provider’s Registration Form) earned by each party will be calculated after deduction of all transaction fees if made by online payments (charge payable to third party payment gateway and/or ILK) and be subject to the Rate specified in the Provider Registration Form and that no other fees or charges shall apply between the Parties or towards the clients, unless expressly stated otherwise in this Agreement.
6.3 The Parties agree and accept that on 8th day of every month, starting from the Commencement Date, ILK will issue a monthly order statement (“Order Statement”) to the Provider for the orders received during the previous month setting out the Income and any other sums due to the Provider. ILK will pay out the Provider’s Income as per Provider Rate to the Provider’s Billing Account as provided in the Provider Registration Form.
7.1 Any cancellation or delay of a Course caused by or arises from the fault on the part of the Provider shall be subject to full refund equivalent to the price of the cancelled course, save and except the Client accepts reschedule of the said Course.
7.2 ILK shall have full discretion on refund to a customer to a charge no more than the price of the cancelled course.
8.1 ILK shall have the right to suspend the Provider from the ILK Platform Channel, in the event:
8.1.1 the Provider has cancelled any course without any valid reason for 3 times in a month; or
8.1.2 the Provider is in breach of any terms of this Agreement or may be negatively affecting ILK’s business and reputation.
8.2 For the avoidance of doubt, any suspension shall not result in the termination of this Agreement, which shall be governed by Clause 16 herein.
9.1 The Provider shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of confidential nature and have been disclosed to the Provider by ILK, its employees, agents or subcontractors, and any other confidential information concerning the ILK’s business, its products and services which the Provider may obtain.The Provider shall only disclose such confidential information:as is required by law, any governmental or regulatory authority or by a court of competent jurisdiction; or
9.2 The Provider shall only disclose such confidential information:
9.2.1 to those of its employees, agents and contractors for the purpose of discharging the Provider’s obligations under this Agreement, and shall ensure that such employees, agents and contractors comply with the obligations set out in this Clause 9 as thought they were a party to this Agreement.
9.2.2 as is required by law, any governmental or regulatory authority or by a court of competent jurisdiction; orto those of its employees, agents and contractors for the purpose of discharging the Provider’s obligations under this Agreement, and shall ensure that such employees, agents and contractors comply with the obligations set out in this Clause 9 as thought they were a party to this Agreement.
10.1 “Intellectual Property” means any registered or unregistered copyright, trademarks, designs, symbols, images, layout, logos and emblem.
10.2 The Provider presents and warrants that it is the owner to its intellectual property and agrees that its name, address, slogan, introduction, image(s) and video(s) of the Provider, including any logos or emblem, may be published online by ILK including on the ILK Platform channel, and any of ILK ‘s Provider and affiliate platforms (if applicable), so that the Provider can be identified as ILK Provider on such platforms.
10.3 The Provider permits ILK to advertise the Provider on the ILK Platform Channel and any other social media platforms or relevant offline and online marketing channels owned by, operated by, or affiliated with ILK, and specifically authorises ILK unlimited use to its Intellectual Property for such purposes and the terms of this Agreement shall apply to such platforms and channels.
10.4 The Provider shall use its best endeavour to advertise and promote ILK marketing materials as approved by ILK
10.5 All intellectual property rights and marketing materials in this Clause 10, and otherwise arising out of the Services shall remain the exclusive property of ILK. The Provider may not copy, use or reproduce any part of the ILK Platform, or the material contained within it in any manner unless with prior written consent from ILK.
10.6 It is declared that the Provider does not have any rights whatsoever to use or avail of any Intellectual Property rights of ILK. It is agreed that the Provider shall not obtain any other rights to the Intellectual Property of ILK, except as stated in this Agreement.
10.7 The Provider represents, warrants and undertakes that the use by ILK of the Intellectual Property of the Provider, including the name, logo, image, video of the Provider, and/or other marketing materials in accordance with Clause 10 of this Agreement shall not infringe the intellectual property rights of any third party.
11.1 In the event of delivering the Courses, ILK may provide the Provider with certain personal data belonging to ILK’s Clients. Such Client Data may include, inter alia, name, surname, address, e-mail address, telephone number, name of child, age, school details and other information provided by ILK’s Clients to ILK which may be considered to be required for the performance of the Services. The Provider hereby undertakes to only use the said data for the purpose of application Data Protection legislation, and shall not retain, store, or process, in any manner whatsoever, any party of the said data, unless legally required to do so.
12.1 The Provider will, at its expense, defend any third-party claims brought against ILK (i.e. its directors, officers, employees or agents), including but limited to the following:
12.1.1 any claim that constitutes a breach of this Agreement by the Provider, its employees, agents or representatives;
12.1.2 any claim related to injury to or death of any person or damage to any property arising out of or related to the Provider obligations arising out of this Agreement; or
12.1.3 any claim that otherwise arises from the negligence, acts, or failures to act, of Provider, its employees, agents or representatives.
12.2 The Provider will indemnify and hold harmless ILK from any costs, losses, claims, damages and fees (including reasonable legal fees) incurred by any of them that are attributable of such claim.
13.1 Any notice shall be in writing and shall be deemed duly served if delivered personally or sent by telex or facsimile transmission or by email or by prepaid registered post (airmail in the case of an address for service outside Hong Kong) to the agreed contact person and address in the Provider Registration Form.
13.2 A notice shall be deemed served:-
13.2.1 if delivered personally at the time of delivery
13.2.2 if sent by post at the expiration of 48 hours or (in the case of an address outside Hong Kong) seven days after the envelope containing the same have been delivered into the custody of the postal authorities; and
13.2.3 if sent by email or facsimile transmission at the time of transmission.
13.3 In proving the service of any notice, it shall be sufficient to prove:-
13.3.1 in the case of personal delivery that such notice has been delivered or left at the address of the party to be served;
13.3.2 in the case of a letter that the envelope containing such letter have been properly addressed delivered into the custody of the postal authorities and stamped; and
13.3.3 in the case of an e-mail, telex or facsimile transmission such e-mail address, telex or facsimile number of the party to be served.
14.1 The Provider must not assign, transfer, subcontract or deal in any other manner any part of this Agreement without ILK’s prior written consent.
14.2 ILK may at any time assign, transfer, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under this Agreement to any third party or agent.
15.1 No failure or delay by a Party to exercise any right under this Agreement or otherwise shall operate as a waiver of that right or any other right nor shall any single or partial exercise of any such right preclude any other or further exercise of that right or the exercise of any other right.
16.1 This Agreement from the date hereof shall continue in full force and effect between the Parties until it shall be terminated pursuant to Clause 16.2.
16.2 This Agreement may be terminated:
16.2.1 by either Party upon serving the other Party not less than 90 days prior written notice; or
16.2.2 with immediate effect upon the provision of written notice by either party in the event of material breach of this Agreement by the other party; or
16.2.3 at any time by mutual written agreement between the Parties.
16.3 ILK shall have the right to terminate this Agreement with immediate effect and without any liability, in the event of a breach Clause 2.1.9, where the Provider has failed to remedy the breach within a maximum period of 3 business days from notification.
16.4 Upon termination of this Agreement, for whatsoever reason:
16.4.1 ILK shall remove the Provider from the ILK Platform Channel;
16.4.2 the Provider must immediately remove any reference to ILK and/or any of ILK’s intellectual property and/or marketing materials mentioned in Clause 10.4 from the Provider’s premises, website and/or marketing materials.
16.5 Nothing in this clause shall operate with any prejudice to any rights which any party may have against the other party arising prior to such termination.
16.6 Any clause which expressly or by implication survive termination shall continue in full force and effect.
17.1 ILK shall over the right to amend any clause of this Agreement, provided that it shall inform the Provider of such amendments in writing of such amendments in writing by sending the full copy of the updated Terms and any changes being made to any part of the Provider Registration Form, together with the effective of such amendments, which shall not be shorter than fourteen days (14) days from the date of notification
17.2 In the event the Provider shall disagree with such amendments he shall have the right to terminate this Agreement in accordance with the provisions in Clause 16.2.1 herein
17.3 It is specifically agreed that all amendments shall be effective between the Parties from the date notified by ILK in accordance with Clause 17.1 and no requirement of any additional signature or documentation, unless objected to in accordance with Clause 17.2.
18.1 Neither party shall be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or indirect or consequential loss or damages arising under or in connection with this Agreement.
18.2 ILK’s liability shall be limited to the extent permitted by law. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or contractors.
This Clause 18 shall survive termination of this Agreement.
19.1 The Provider represents and warrants to ILK that it does not have any legal or other obligation to any third party which would prevent or unreasonably hinder ILK from fully performing its obligations to the Provider under this Agreement, and must promptly notify ILK of any changes, contract, arrangement or understanding which might prevent or unreasonably hinder ILK from fully performing its obligations to the Provider.
20.1 The Provider undertakes to ILK that it shall not for a period of six (6) months after the termination of this Agreement, on its own account or for any person, firm, company or organisation:
20.1.1 Involve in any business whether in Hong Kong or any other parts of region ILK holds business, directly or indirectly in competition with the business of ILK;
20.1.2 solicit or entice or endeavour to solicit or entice away ILK or any of its subsidiaries or associated companies, any director, manager or servant of ILK or of such subsidiaries or associated companies.
20.1.3 directly or indirectly employ any person who has during the continuation of this Agreement been a manager or servant of ILK or any of its subsidiaries or associated companies, who by reason of his position is or may likely to be in possession of any confidential information or trade secrets of ILK, its subsidiaries or associate companies.
21.1 In consideration of this Agreement, all existing agreements between the ILK and the Provider shall terminate from Commencement Date, except as to commissions payable and any obligation or liability owing to each other in accordance with such agreements.
21.2 This Agreement sets forth the entire agreement and understanding between the parties and supersedes and cancels, whether written or oral, all previous agreements, letters of intent, correspondences, and undertakings between the Parties.
22.1 The invalidity or unenforceability of any particular provision of this Agreement, or portion thereof shall not affect the other provisions or portions thereof; and this Agreement shall be construed in all respects as if any such invalid or unenforceable provisions or portions thereof were omitted and this Agreement shall remain in full force and effect.
23.1 If any of the Terms in this Agreement conflict with the terms contained in the Provider Registration Form (including any additional/supplemental terms of the Provider Registration Form), the terms of the Provider Registration Form shall prevail.
23.2 This Agreement in written in English language, which shall be the sole language of interpretation in the event of any translations.
24.1 Any dispute, controversy, difference or claim arising out of or relating to this Term, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration in the law of Hong Kong Special Administrative Region.