Online Testing Instructor Terms and Conditions

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ONLINE  TESTING INSTRUCTOR TERMS AND CONDITIONS

 DARASA ONLINE LTD.

These Online Testing Instructor Terms & Conditions were last updated February 25, 2020.

If you are an Online Testing Instructor or your organization provides Online Testing content, these Online Testing Instructor Terms & Conditions (the “Online Testing Instructor Terms”) contain the terms and conditions of Your participation as an Online Testing Instructor via Darasa Online Ltd (“Darasa Online”). This is a binding agreement between you and Darasa Online Ltd and is incorporated by reference into Darasa Online’s Online Testing Terms of Use (“Terms of Use”).

Any version of these Online Testing Instructor Terms in a language other than English is provided for convenience and you understand and agree that the English language will prevail if there is any conflict.

  1. Key Definitions

“Base Price” means the course price set by the Online Testing Instructor.

“Base Currency” means the currency of the Base Price.

“Base Exchange Rate” means a system-wide rate used by Darasa Online for foreign currency conversion and does not include any fee or mark-up by Darasa Online. The rate is established using one or more third parties and is fixed periodically. Accordingly, the Base Exchange Rate may not be identical to the applicable market or commercial bank rate in effect at the specific time a foreign currency conversion is processed.

“Content” means all products and services for sale on Darasa Online, for example Courses, Assignments, Online Revision/Assessments/Tests/Quizzes, etc. that are accessed and used by users.

“Online Testing Instructor Revenue” shall mean Net Amount.

“Gross Amount” means the amount actually received by Darasa Online for purchases by Students for Your Course or Content.

“Net Amount” means Gross Amount, less any fees/expenses, such as:

(1) Transaction Taxes (pursuant to section 11);

(2) IT costs;

(3) Administrative costs;

(4) Sales and Marketing;

(5) Payroll; etc.

“Sale Price” means the actual sale price for the Course or Content. When the Sale Currency is different from the Base Currency, Darasa Online will determine the Sale Price based on the applicable Base Exchange Rate.

“Sale Currency” means the currency of the sale. This is determined by the country of origin of the User purchasing the Course or Content.

  1. Agreement

As an Online Testing Instructor You are contracting directly with Darasa Online Ltd. Additionally, although We may utilize other Darasa Online subsidiaries to facilitate Your payments, your contract remains between You and Darasa Online Ltd.

  1. Your Relationship with Students

Online Testing Instructors do not have a direct contractual relationship with Students. The only information You will receive about Students is what may be provided to You through the Services. You understand and agree that You will indemnify Darasa Online for any issues arising out of Your use of any Student Related Data.

  1. Obligations

As an Online Testing Instructor, You represent, warrant, and covenant that:

  • You will complete the Online Testing Instructor enrollment form. You further agree to the Online Testing Instructor Terms and Conditions.
  • You agree that Darasa Online has the licenses, rights (intellectual and otherwise), consents, and permissions, and the authority to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Services in the manner contemplated by these Online Testing Instructor Terms;
  • No Submitted Content by you shall infringe or misappropriate any intellectual property right of a third-party;
  • You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services You offer on the submitted content and through the Services;
  • You will not post or provide any discriminatory, inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
  • You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services or to any User;
  • You will not use the Services for any business other than for providing tutoring, teaching and instructional services to Students;
  • You will not engage in any activity that will require Darasa Online to obtain any licenses from or pay any royalties to any third-party, including, by way of example and without limitation, the payment of royalties for the public performance of any musical works or sound recordings;
  • You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, deal in any manner which is contrary to the interests and business of Darasa Online, or interfere with Company Content and/or the Services or operations thereof, except as permitted in these Online Testing Instructor Terms;
  • You will not frame or embed the Services in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Services;
  • You will not impersonate another person or gain unauthorized access to another person’s Account;
  • Your use of the Services are subject to Darasa Online’s approval, which We may grant or deny in Our sole discretion and without prior notice to you;
  • You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to alter, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services;
  • You will not interfere with or otherwise prevent other Instructors from providing their services or Content nor will you act in any manner so as to prevent, hinder or discourage Students from use of the Services;
  • You will maintain accurate Account information;
  • You shall respond promptly to Students and ensure a quality of service commensurate with international standards and the standards of Your industry and instruction services in general;
  • You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third-party parent or legal guardian has agreed to these Online Testing Instructor Terms, as well as all other of Our terms and policies as shall be posted on Our Services from time to time, and You will assume responsibility and liability for Your performance and compliance hereunder.
  1. License to Darasa Online

The Online Testing Content that is hosted using Darasa Online Services is owned by the Online Testing Instructor. You hereby grant Darasa Online an exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content through the Services, and sublicense it to Users for these purposes directly or through third parties. For more information on how we may use Submitted Content please visit Our Privacy Policy. Notwithstanding the foregoing, and subject to the Online Testing Instructor Terms, if you are an Online Testing Instructor, unless specifically stated otherwise, You do not have the right to remove all or any portion of Your Submitted Content from the Services at any time or place.

You hereby agree that We may record all or any part of any content (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services. You hereby grant Darasa Online permission to use Your name, likeness, image or voice in connection with but without limitation offering, delivering, marketing, promoting, demonstrating, and selling the Services, Courses, Tests, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.

  1. Trust & Safety

By agreeing to these Online Testing Instructor Terms, You also agree to abide by Darasa Online’s Trust & Safety policies. Please check both periodically as there may be changes made to the policies and restricted list from time to time. Darasa Online reserves the right to remove Content and Online Testing Instructors at its sole discretion, as described in Our Terms of Use.

  1. Pricing

The Online Testing Instructor will be responsible for determining the Base Price charged to Users for all courses and content. Darasa Online will handle billing and other fee interaction with Students.

As part of Your participation on Darasa Online, You give Us perpetual permission to share Your Content, and information about You and the Content with Darasa Online employees and selected partners, for which You will not receive compensation.

Darasa Online may offer certain programs to market and promote your Content (“Marketing Programs”).

You acknowledge that the fee paid by Students for Content sold through Marketing Programs are not fixed, and Darasa Online, in consultation with the Online Testing Instructor, will determine those amounts and which Content to offer as part of such Marketing Programs.

Darasa Online may be able to increase sales of your content by promoting your Content by using coupon codes. Darasa Online, in consultation with the Online Testing Instructor, will determine when to offer coupon codes and the associated discount amounts for your Content.

Darasa Online does not guarantee any minimum level of success in connection with the Marketing Programs or the use of coupon codes.

  1. Revenue Share

When a student purchases your course or content, we calculate the gross amount of the sale as the amount actually received by Darasa Online from the student (“Gross Amount”). From this, we subtract any Transaction Taxes to calculate the net amount of the sale (“Net Amount”).

As long as the Online Testing instructor engagement with Darasa Online is not terminated (pursuant to Section 14), we will pay You eighty percent (80%) of the Net Amount received for Your Content (“Revenue Share”).

  1. Payments

So that Company can pay you in a timely manner, you must have a bank account in good standing and keep Darasa Online apprised as to the related bank account numbers.

The following is the payment process flow from Darasa Online to the Online Testing Instructor’s bank account:

Payment will be made at an agreed upon frequency between Darasa Online and the Online Testing instructor. The Online Testing instructor must provide a minimum of 48 hours of notice prior to payment being executed. Payment method from Darasa Online would be made at Darasa Online’s sole discretion, i.e. Wire transfer, Cheque, etc. Payments made will reflect transaction processed on Darasa Online between the previous wire transfer and the date of the transfer.

  1. Refunds

All sales on Darasa Online are final. Darasa Online does not offer Students money back guarantee on Content that is purchased on the Darasa Online website (at https://darasaonline.com) or via Android or iOS applications. We reserve the right to suspend or terminate Your Account and refuse or restrict any and all current or future use of the Services, without any liability to You.

  1. Transaction Taxes

As a good corporate citizen, Darasa Online pays all taxes in the country where the student taking a course or using content is located.

If a student purchases a product or service in a country that requires Darasa Online to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar transaction taxes (“Transaction Taxes”), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. VAT will be subtracted from the Gross Amount (pursuant to section 1).

You understand and agree that You are responsible for any taxes on Your income.

  1. All Other Countries

You are responsible for following the requirements of the appropriate taxing authority related to sales tax on Your Courses (which may be different to the tax authority in Your own location).  Darasa Online is unable to provide You with tax advice and You should consult Your own tax advisor.

  1. Trademarks

As an Online Testing instructor, you may use our trademarks where we authorize you to do so.

You must:

  • only use the images of our trademarks that we make available to you;
  • only use our trademarks in connection with the promotion and sale of your Darasa Online Courses or Content or your participation on Darasa Online; and
  • immediately comply if we request that you discontinue use.

You must not:

  • use our trademarks in a misleading or disparaging way; or
  • use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.
  1. Publicity

Customer grants Darasa Online the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Darasa Online’s website and in other promotional materials.

  1. Term and Termination

a) Duration of Term:

This Agreement will commence on the Effective Date, and will continue until the Order Form hereunder has expired or has been terminated. The duration of the Services will be specified in each applicable Order Form (minimum of two year). Unless otherwise specified in an applicable Order Form, Order Forms will renew automatically for additional terms of one year, unless terminated by Online Testing instructor by giving at least 90 days written notice/letter, prior to the end of the then-current term.

b) Termination for Material Breach:

Either party may, upon service of a ninety (90) day written notice served directly upon the other, terminate this agreement.

Darasa Online reserves all rights under this agreement to terminate the agreement summarily within 7 days of service of such a notice upon the Instructor where it is satisfied that the instructor has grossly violated the “Trust and Safety policy” that includes but not limited to the following;

  • Sexually explicit
  • Making, handling, or using weapons and/or explosive devices
  • Violence (including terrorism)
  • Hate speech
  • Enabling illegal behavior
  • Intentionally misleading, deceiving, demeaning, or harmful to any party
  • Offensive or otherwise inappropriate

Darasa Online holds the discretion of reinstating the Online Testing Instructor back into service upon such satisfaction that the Instructor has taken all requisite measures to amend, correct or otherwise cease from conducting such gross misconduct.

Each party must submit an official written notice to the other with their intent to terminate their engagement. The notice has to be sent by email with subject line “Termination of Engagement”. Online Testing Instructors must send the email to support@darasaonline.com.

  1. Modifications to These Online Testing Instructor Terms

From time to time, We may update these Online Testing Instructor Terms to clarify our practices or to reflect new or different practices, such as when We add new features, and Darasa Online reserves the right to modify and/or make changes to these Online Testing Instructor Terms at any time with or without notification to You. If We make any material change We will notify You using prominent means such as by email notice sent to the email address specified in Your Account or by posting a notice on Our Services. Other modifications will become effective on the day they are posted unless stated otherwise. If You continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Online Testing Instructor Terms as changed. The revised Online Testing Instructor Terms supersedes all previous Online Testing Instructor Terms following any changes.

  1. Force Majeure

Neither party will be liable for any failure or delay in the performance of its obligations hereunder to the extent caused by a condition that is beyond a party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, resurgence of the dancing plague of 1518, labor conditions, failure by a third-party hosting provider or utility provider, governmental actions, interruption or failure of the Internet or any utility service, or denial of service attacks.

  1. Application

These terms and conditions shall remain in force during the duration of your engagement with Darasa Online and shall form part of any Agreements to which you are party to with Darasa Online.  These terms and conditions may be amended from time to time with or without any notice to you. If We make any material change We will notify You using prominent means such as by email notice sent to the email address specified in Your Account or by posting a notice on Our Services.

  1. Governing Law

These Online Testing Instructor Terms & Conditions shall be governed by the laws of the Republic of Kenya.[/vc_column_text][/trx_block][/vc_column][/vc_row]