Confusion to Conclusion

Letter of Engagement (“Letter”) as GG Expert Partner

Dear GG Expert Partner,

We, Grab Guidance Services LLP (“GG”), own and operate the online marketplace platform,“Portal”), through which we aim to provide quality online educational services in India and globally.

Further to our discussions, we are pleased to engage you on the following terms:

  1. Your Services (“Services”) shall involve providing online educational support regarding academic and career related guidance to students through GG’s Portal. You will provide the Services as per the best standards and quality parameters set up by GG which have been/will be duly communicated to you.
  2. You acknowledge that your Attendance (“Attendance”) for the online session is utmost critical for efficiently renderings your Services. You need to attend the session booked by the student as he/she books from the Slots mentioned by you as available. In the event you are unable to attend the session, you shall intimate GG instantly after getting session booking notification and reschedule the session by login on to your dashboard of the Portal. GG reserves the right to penalize or withhold payments for any unattended sessions.
  3.  Session’s Time (“Time”) is of the essence in the provision of your services. You agree to
    provide the Services exactly for the Time as per the tenure for which the session is booked. GG reserves the right to penalize or withhold payments for any unsatisfactory and incomplete sessions.
  4. You will have a complete discretion in deciding your available Time Slots (“Slots”) for rendering Services on GG’s Portal. You agree to frequently update and review your Slots to present the correct information to the students booking your session.
  5. You agree to possess a fast internet connection and a working laptop (“Requirements”) in order to render the Services efficiently. It will be mandatory for you to take the session through a laptop rather than mobile phone.
  6. Sharing your personal information with student or asking student’s personal details and
    information is strictly prohibited (“Prohibition”). All the sessions would be moderated by GG and would also be recorded for security reasons. You agree not to indulge in the same. If still you are found doing that, GG will have the right to withhold all payments and immediately terminate the contract.
  7. GG will create Listing (“Listing”) of various sessions and the details about the GG Expert taking session, including, but not limited to, the subject, topic, number of sessions, mode of conduct, and Slots of the session and pricing and related rules and financial terms will be listed on the Portal. Listings will be made publicly available via the Portal. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to students’ preferences, ratings.
  8. In consideration of your successful completion of the Services for a single sessions booked on the GG Portal and to the satisfaction of GG, GG shall, on receipt of valid invoices (as per the format provided by GG) raised on a monthly basis for the Services rendered by you in that period, pay you a 70% of the income earned by you as per the number and tenure of session taken on GG’s Portal and hourly price set by you on the Portal exclusive of any applicable taxes, less the applicable tax at source (“Consideration”). In case of a bulk booking/live course/package, i.e., 4 or more sessions booked by one single user on the Portal or though offline mode will have the 50% income released to you for the whole transaction’s amount which will be based on number of users, time requirement, mutually price decided. You agree to also provide a free demo class only in case of a bulk requirements.
  9. You agree to keep the details of this association and any nature of data / information received from GG including but not limited to documents, content, client information, your feedback and / or any derivative work generated in the course of rendering Services to GG, etc. confidential from any person, entity, media etc. since sharing / use of the same may result in grave loss to GG. (“Confidentiality”) This provision shall survive the Term of this Letter.
  10. . You agree that GG shall own and retain in perpetuity the intellectual property rights to the work and services rendered by you and any derivative works thereof (“GG Content”). We shall exclusively have all rights to use, reproduce, perform, display, distribute, modify, reformat, create, record and exploit derivative works of the GG Content commercially / noncommercially, on a standalone basis and / or as a part of any content / program that is created by GG or any third party commissioned by GG. You shall not attempt to copy, modify, adapt,
    alter, distribute, re-format, exploit, record or create any derivative works of any GG Content in any manner whatsoever.
  11. Your term of engagement for the Services shall commence from the date of your execution of this Letter and shall expire after a period of 1 (one) year from the date of execution (sent on email) of the Letter (“Term”), unless terminated in writing by GG by providing you with 14 days written notice.
  12. Any disputes arising out of the matters in this Letter shall be amicably and mutually resolved by both Parties. By executing this Letter, you confirm that you are not restricted from entering into this association with GG, and you further agree to keep GG indemnified against any claims arising as a result of you breaching the terms of this Letter.

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