Terms & Privacy

These terms are issued by Passion To Learn Pty Ltd (ABN 54 686 399 360) and take effect from the date stated above. The Company may amend these terms from time to time by publishing a revised version at this address. The version in force at the time a request is submitted governs that engagement.

A. Definitions and Interpretation

A1. Definitions

In these terms, unless the context requires otherwise:

1. "Company", "we", "us" or "our" means Passion To Learn Pty Ltd (ABN 54 686 399 360), trading as Passion To Learn.
2. "Client" means the parent, guardian or other person who submits a request for tutoring services to the Company, and includes any person who pays for or arranges Sessions on behalf of a Student.
3. "Student" means the person receiving tutoring services under an Engagement.
4. "Tutor" means an independent contractor engaged by the Company to deliver tutoring services, and includes any person whose details, profile or availability have been disclosed to a Client by the Company.
5. "Engagement" means the arrangement under which a Tutor delivers Sessions to a Student following an Introduction.
6. "Introduction" means any disclosure by the Company to a Client of the identity, profile, contact details or availability of a Tutor, whether or not any Session subsequently takes place.
7. "Session" means a single tutoring session delivered by a Tutor to a Student.
8. "Restricted Period" has the meaning given in clause B7.2.
9. "Associated Person" means, in relation to a Client, any member of the Client's household, any sibling or relative of the Student, and any person to whom the Client has referred or recommended a Tutor.

A2. Interpretation

1. Headings are for convenience only and do not affect interpretation.
2. The singular includes the plural and the reverse.
3. A reference to a party includes that party's successors and permitted assigns.
4. The words "including", "such as" and similar expressions are not words of limitation.
5. No rule of construction applies to the disadvantage of a party on the basis that the party prepared these terms.

B. Terms of Engagement for Clients

These terms govern the relationship between the Company and the Client. By submitting a request through the Company's website, the Client agrees to be bound by them.

B1. Nature of the Company's Service

1. The Company operates as an education agency. Its function is to identify, screen and introduce suitably qualified Tutors to Clients, and to administer the resulting Engagement.
2. Tutors are independent contractors and are not employees, agents or partners of the Company. The Company does not supervise, attend or direct the conduct of individual Sessions.
3. The Company screens each Tutor prior to Introduction, including verification of a current Working With Children Check as required under the Child Protection (Working with Children) Act 2012 (NSW), verification of photographic identification, and review of academic records.
4. The Company does not warrant that tutoring will produce any particular academic outcome, mark, band or result.

B2. Requests and Matching

1. The submission of a request does not constitute a binding agreement for the supply of Sessions and does not oblige the Company to make an Introduction.
2. The Company will use reasonable endeavours to respond to a request within 24 to 48 hours of receipt.
3. An Engagement is formed only when the Company confirms in writing the identity of the Tutor, the applicable hourly rate and the proposed arrangements, and the Client accepts those particulars.
4. Sessions may be delivered at the Student's residence, at a public venue such as a library, by video conference, or at premises nominated by the Company, as agreed between the Client and the Tutor.
5. No minimum number of Sessions is required and the Client is not subject to any fixed term.

B3. Fees and Payment

1. The hourly rate applicable to an Engagement is confirmed to the Client in writing prior to the first Session. The Company charges no joining fee, placement fee or administrative surcharge.
2. All fees are payable to the Company. The Client must not remit payment directly to a Tutor in respect of Sessions arranged through the Company.
3. The Company will issue a tax invoice together with a secure payment link. Payment is due prior to the first Session unless the Company agrees otherwise in writing.
4. No payment is processed through the Company's website. Any payment link will be issued from info@passiontolearn.com.au. A Client who receives a payment request purporting to originate from the Company from any other address must not act on it and should contact the Company immediately.
5. All amounts are stated in Australian dollars and are inclusive of GST where applicable.

B4. Cancellation and Rescheduling

1. The Client must provide not less than 24 hours' notice to cancel or reschedule a Session.
2. A Session cancelled with less than 24 hours' notice, or at which the Student fails to attend, may be charged in full.
3. Where a Tutor cancels a Session, the Company will arrange a replacement Session or credit the Client for that Session.
4. The Client may terminate an Engagement at any time by written notice. Prepaid Sessions not yet delivered will be refunded within 14 days of termination.

B5. Supervision, Safety and Conduct

1. Where Sessions are delivered at a residence and the Student is under 18 years of age, the Company recommends that a parent, guardian or other responsible adult remain present at the premises for the duration of each Session.
2. The Client must ensure that the location at which Sessions are delivered is safe and suitable for the purpose.
3. The Client must notify the Company immediately of any concern relating to the conduct, suitability or credentials of a Tutor. The Company will investigate promptly and may suspend or remove the Tutor.
4. Concerns must be raised with the Company and not resolved solely between the Client and the Tutor, so that the Company may discharge its screening and safety obligations.

B6. Confidentiality

1. Information disclosed by the Company to the Client concerning a Tutor, including the Tutor's identity, contact details, profile, qualifications, rate and availability, is confidential information of the Company.
2. The Client must not disclose that information to any third party except for the purpose of arranging Sessions through the Company.

B7. Non-Circumvention

1. The Client acknowledges that: (a) the Company incurs substantial cost in recruiting, screening, verifying, training and matching Tutors; (b) the Company derives its revenue solely from Engagements administered by it; and (c) the Introduction of a Tutor is the principal commercial value the Company provides.
2. The Restricted Period means the period commencing on the date of Introduction and ending six (6) months after the date of the last Session delivered under an Engagement, or, where no Session takes place, six (6) months after the date of Introduction.
3. During the Restricted Period the Client must not, whether directly or indirectly, and whether on the Client's own behalf or on behalf of any Associated Person:
   1. engage, retain, employ, contract with or accept tutoring services from a Tutor otherwise than through the Company;
   2. solicit or encourage a Tutor to provide tutoring services otherwise than through the Company;
   3. solicit or encourage a Tutor to cease or reduce their engagement with the Company; or
   4. introduce or refer a Tutor to any third party for the purpose of tutoring services arranged otherwise than through the Company.
4. The restriction in clause B7.3 applies to Sessions delivered to the Student, to any Associated Person, and to any other person for whose benefit the Client arranges tutoring.
5. Where the Client wishes to continue with a Tutor otherwise than through the Company, the Client may apply in writing for a release. The Company may grant a release at its discretion, and may make that release conditional on payment of a release fee representing a genuine pre-estimate of the revenue the Company would otherwise have earned.
6. The Client acknowledges that the restrictions in this clause B7 are reasonable and necessary to protect the legitimate business interests of the Company, are limited in duration and scope, and go no further than is required for that purpose.
7. If a Client breaches clause B7.3, the Company may recover from the Client, as a debt due and payable, an amount equal to the fees the Company would have earned in respect of the Sessions delivered in breach, together with any reasonable costs of enforcement. The Company may also cease providing services to the Client.
8. Each restriction in clause B7.3 is a separate and independent restriction. If any restriction is held to be unenforceable, that restriction is severed and the remaining restrictions continue in full force.

B8. Liability

1. Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy conferred on the Client by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, which cannot lawfully be excluded, restricted or modified.
2. Subject to clause B8.1, and to the maximum extent permitted by law, the liability of the Company arising out of or in connection with an Engagement is limited, at the Company's election, to the resupply of the Sessions concerned or the payment of the cost of resupplying them.
3. Subject to clause B8.1, the Company is not liable for any indirect or consequential loss, loss of opportunity, or loss of anticipated academic outcome.
4. The Company is not liable for the acts or omissions of a Tutor occurring otherwise than in the course of an Engagement administered by the Company, including any Session arranged in breach of clause B7.

B9. General

1. These terms are governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of that State.
2. These terms constitute the entire agreement between the Company and the Client in relation to their subject matter.
3. A provision of these terms may be varied only in writing signed or otherwise agreed by both parties.
4. If any provision is held invalid or unenforceable, it is severed and the remaining provisions continue in full force.
5. A failure or delay by the Company in exercising a right does not operate as a waiver of that right.
6. Clauses B6, B7, B8 and this clause B9 survive termination of an Engagement.

C. Tutor Agreement

This Agreement is made between Passion To Learn Pty Ltd (ABN 54 686 399 360), trading as Passion To Learn, an education agency operating in Australia (the Company), and the tutor, an independent contractor operating under their own Australian Business Number (the Tutor). By submitting an application through the Company's website, the Tutor confirms that they have read, understood and agree to be bound by this Agreement.

C1. Engagement Terms

1. The Tutor is engaged as an independent contractor on a casual, non-exclusive basis. Nothing in this Agreement shall be construed as creating an employment, partnership, agency or joint venture relationship.
2. The Tutor must operate under a valid Australian Business Number (ABN) and agrees to provide their ABN to the Company upon request.
3. The Tutor is solely responsible for their own taxation obligations, superannuation arrangements, and public liability and professional indemnity insurance.
4. The Tutor is not entitled to employee benefits including, but not limited to, annual leave, personal leave, long service leave, redundancy pay, or any other benefits typically afforded to employees.

C2. Scope of Services

1. The Tutor agrees to provide academic tutoring services (the Services) to Students introduced by the Company, at the Student's home, in public venues such as libraries or cafés, online via video conferencing platforms, or at Company premises.
2. The Tutor agrees to prepare and deliver Sessions with diligence and professionalism; to maintain appropriate and respectful communication with clients; to foster a safe and effective learning environment; and to promptly report to the Company any concern regarding a Student's safety or wellbeing.

C3. Information, Credentials and Verification

1. The Tutor must provide the information and documentation reasonably required by the Company for the purposes of identity verification, credential verification, screening and matching, in the form and by the means requested by the Company from time to time. The particulars currently required are set out in the Company's tutor application form, as amended from time to time.
2. The Tutor warrants that all information and documentation provided to the Company is true, accurate, complete and not misleading, and that each document submitted is genuine and relates to the Tutor.
3. The Tutor must hold and maintain, at all times during the term of this Agreement:
   1. a current Working With Children Check clearance issued under the Child Protection (Working with Children) Act 2012 (NSW), or an equivalent clearance in any other jurisdiction in which the Services are delivered;
   2. a valid Australian Business Number; and
   3. the legal right to work in Australia.
4. The Tutor must notify the Company in writing within seven (7) days of becoming aware of any of the following:
   1. the expiry, suspension, cancellation, refusal or non-renewal of the Tutor's Working With Children Check clearance;
   2. the cancellation or lapse of the Tutor's Australian Business Number;
   3. any charge, conviction, finding or proceeding relating to an offence involving children, violence, dishonesty or prohibited substances; or
   4. any material change to information previously provided to the Company, including contact details, residential suburb, availability or student capacity.
5. The Company may verify the Tutor's credentials at any time, including by direct enquiry to the issuing authority, and the Tutor consents to such verification being undertaken.
6. A failure to hold or maintain a credential required under clause C3.3, or the provision of information that is false or misleading in a material particular, constitutes a material breach of this Agreement and entitles the Company to terminate it with immediate effect and without notice.

C4. Conduct and Legal Compliance

1. The Tutor shall comply with all applicable laws and regulations, including but not limited to those governing child protection, discrimination, privacy and workplace safety.
2. The Tutor must not engage in unlawful, unsafe or negligent conduct; any form of harassment, abuse or discrimination; or misconduct that may damage the reputation of the Company or its clients.
3. The Company reserves the right to remove the Tutor from its platform immediately upon any allegation or finding of misconduct or legal breach.

C5. Records and Payment

1. The Tutor must submit accurate and timely records of all Sessions delivered, including session times, student names, and any other information required by the Company.
2. Payment will only be processed after all required work records, session logs and relevant documentation have been properly submitted to and accepted by the Company.
3. Payment rates, schedule and method will be provided separately and may vary depending on the nature and duration of the engagement.
4. The Company reserves the right to withhold payment in the event of incomplete, false or disputed records, pending resolution.
5. The Tutor must not accept payment directly from a Client in respect of Sessions arranged through the Company.

C6. Non-Circumvention

1. The Tutor acknowledges that the Company incurs substantial cost in obtaining and retaining Clients, and that the introduction of a Client to the Tutor is the principal commercial value the Company provides to the Tutor.
2. The Restricted Period means the period commencing on the date the Tutor is first introduced to a Client or Student and ending six (6) months after the date of the last Session delivered by the Tutor to that Student under an Engagement, or, where no Session takes place, six (6) months after the date of introduction.
3. During the Restricted Period the Tutor must not, whether directly or indirectly, whether alone or in association with any other person, and whether for reward or otherwise:
   1. provide tutoring or other educational services to that Client, that Student or any Associated Person otherwise than through the Company;
   2. accept an offer or invitation from a Client, Student or Associated Person to provide such services otherwise than through the Company;
   3. solicit, canvass or approach a Client, Student or Associated Person for the purpose of providing such services otherwise than through the Company; or
   4. refer a Client, Student or Associated Person to any third party, or to any competing service, for the purpose of tutoring services.
4. The Tutor must notify the Company in writing within seven (7) days of receiving any approach from a Client, Student or Associated Person seeking to arrange Sessions otherwise than through the Company.
5. The Tutor acknowledges that the restrictions in this clause C6 are reasonable and necessary to protect the legitimate business interests of the Company, are limited in duration and scope, and go no further than is required for that purpose.
6. If the Tutor breaches clause C6.3, the Company may: (a) terminate this Agreement with immediate effect; (b) recover from the Tutor, as a debt due and payable, an amount equal to the fees the Company would have earned in respect of the Sessions delivered in breach; and (c) recover its reasonable costs of enforcement. The Company may also seek injunctive relief.
7. Each restriction in clause C6.3 is a separate and independent restriction. If any restriction is held to be unenforceable, that restriction is severed and the remaining restrictions continue in full force.
8. Nothing in this clause restricts the Tutor from providing tutoring services to persons who were not introduced to the Tutor by the Company, or from working for any other tutoring provider in respect of such persons.

C7. Limitation of Liability and Indemnity

1. The Company acts solely as an intermediary matching Students with independent Tutors and does not supervise tutoring Sessions.
2. The Tutor agrees to fully indemnify the Company against any claim, liability, loss, damage or expense arising directly or indirectly from the Tutor's acts, omissions or breach of this Agreement.

C8. Termination

1. Either party may terminate this Agreement at any time by providing written notice.
2. Upon termination the Tutor must immediately cease providing Services unless otherwise agreed; submit any outstanding session records; and return or destroy any confidential information obtained through the engagement.
3. Termination does not affect the operation of clauses C6, C7, C9 or any accrued right or obligation.

C9. Media, Confidentiality and Communications

1. The Tutor grants the Company permission to use submitted content, including name, photograph, biography and introductory video, for internal and external purposes related to marketing, promotional material or student matching processes.
2. The Tutor must treat all information relating to Students, Clients and the Company's operations as strictly confidential, and must not disclose, reproduce or share any such information with third parties, whether during or after the engagement.
3. The Tutor must not make false, misleading or defamatory statements, whether written, spoken, online or in any other medium, concerning the Company, its personnel, its clients or its operations.
4. In the event that the Tutor engages in any form of reputational harm, breaches confidentiality or disseminates misinformation, the Company reserves the right to pursue all available legal remedies, including injunctive relief, damages and legal costs.

C10. General Provisions

1. This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State.
2. This Agreement constitutes the entire agreement between the parties in relation to its subject matter.
3. Any variation must be in writing and agreed to by both parties.
4. If any provision is found to be unenforceable, it is severed and the remainder continues in full effect.

D. Privacy Notice

This notice is issued in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. It explains what personal information the Company collects, the purposes for which it is collected, and how it is handled.

D1. Information Collected

1. From Clients: the name, email address, telephone number and address or suburb of the parent or guardian; the Student's given name and year level; the subject areas requiring assistance; and preferred times and locations.
2. From Tutors: legal name and preferred name; date of birth; gender; contact details; suburb of residence; photographic identification (front and reverse), collected for verification purposes only; a profile photograph, collected for introduction and promotional purposes; education history and academic results; Working With Children Check details; Australian Business Number; availability; and any documents submitted, including curriculum vitae, academic transcript and teaching video.

D2. Purpose of Collection

1. To match a Student with a suitable Tutor and to administer the resulting Engagement.
2. To verify the identity and credentials of Tutors, which is a legal and safety requirement where adults are engaged to work with children in New South Wales.
3. To issue invoices and receipts and to comply with the Company's taxation and record keeping obligations.

D3. Storage, Access and Disclosure

1. Submissions are stored within Google Workspace services under accounts controlled by the Company and are accessible only to authorised personnel.
2. Identity documents are not published, are not disclosed to Clients, and are not provided to any third party except where required by law. They are used solely to verify the Tutor's identity and credentials.
3. A Tutor's name, photograph and background summary may be disclosed to a Client for the purpose of an Introduction, in accordance with clause C9.1.
4. The Company does not sell personal information and does not disclose personal information overseas other than through the cloud services identified above.

D4. Retention

1. Records relating to engaged Tutors and Clients are retained for the duration of the relationship and for a period of five (5) years thereafter, where required for taxation and business record keeping purposes.
2. Identity documents belonging to unsuccessful applicants are destroyed within twelve (12) months of the application.
3. A person may request deletion of their personal information at any time, except where the Company is required by law to retain it.

D5. Applicants Under 18 Years of Age

1. An applicant under 18 years of age should have a parent or guardian review this notice before submitting an application.

D6. Access, Correction and Complaints

1. A person may request access to the personal information the Company holds about them, request its correction, or lodge a complaint, by writing to info@passiontolearn.com.au. The Company will respond within 30 days.
2. A person dissatisfied with the Company's response may refer the matter to the Office of the Australian Information Commissioner at oaic.gov.au.

E. Notices and Contact

Any notice required to be given under these terms must be in writing and sent to the address below. A notice sent by email is taken to be received on the day of transmission unless the sender receives notification of delivery failure.

If any provision of these terms is unclear, the Company encourages the reader to seek clarification before agreeing to be bound.

Passion To Learn Pty Ltd
ABN 54 686 399 360
info@passiontolearn.com.au
0432 880 850 · WhatsApp
Sydney, New South Wales, Australia