TERMS AND CONDITIONS

Background

(A) Urja Talents operates an online platform ("Platform") that enables connection between teachers and students for teaching services.

(B) Teacher wishes to register on the Platform to provide teaching services to students.

(C) This Agreement sets out the terms and conditions governing the relationship and use of the Platform between Teacher and Urja Talents.

(D) This Agreement shall come into effect from the date of acceptance by both Parties.

(E) The laws of India shall govern this Agreement and its interpretation.

(F) Urja Talents reserves the right to amend the terms of this Agreement from time to time by providing due communication to Teacher. Teacher's continued use of the Platform after such communication shall be deemed as consent to the amended terms.

1. Definitions

1.1 Teacher means an individual registered on the Platform as defined in clause 1.8 to provide teaching/tutoring services to users.

1.2 Content means all material including profile details, courses, study materials, feedback etc. uploaded by a Teacher on the Platform.

1.3 Services means teaching, tutoring or any other educational services provided by a Teacher to users through the Platform.

1.4 Parties means the Teacher and Urja Talents collectively referred to in this Agreement.

1.5 Terms means these terms and conditions including any annexures, schedules, exhibits and/or amendments thereto and the Privacy Policy collectively.

1.6 Website means the website owned and operated by Urja Talents at [WEBSITE URL] and any other websites/applications owned/operated by Urja Talents.

1.7 Urja Talents means Urja Talents Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at [REGISTERED ADDRESS].

1.8 Platform means the online platform owned and operated by Urja Talents to enable connection between Teachers and users for educational services.

1.9. Online hours shall encompass the total duration the Teacher marks themselves as available for classes on the Urja Talents platform. This includes both active teaching time and periods spent waiting for student connections.

2. Scope and Applicability

2.1 These Terms shall be binding upon the Teacher and Urja Talents upon the Teacher registering on the Platform.

2.2 These Terms govern the relationship between the Teacher and Urja Talents and use of the Platform by the Teacher.

2.3 By continuing to use the Platform, the Teacher agrees to be bound by the latest version of these Terms as may be in force from time to time.

2.4 Urja Talents reserves the right to amend these Terms from time to time. An updated version will be binding upon notification to the Teacher through the Platform or email. Continued use of the Platform after such notification will constitute consent by the Teacher.

2.5 These Terms cover the Service Terms and Privacy Policy governing use of the Platform. Together they constitute the legal terms between the Teacher and Urja Talents.

2.6 A Teacher shall mean an individual who has submitted verified credentials of a recognised degree/diploma in the subjects being taught and whose profile has been approved and activated on the Platform by Urja Talents for the purpose of providing teaching services.

3. Obligations of the Parties

3.1 The Teacher affirms and undertakes that:

   3.1.1 All information provided by the Teacher to Urja Talents including qualifications, experience, skills etc. shall be true, accurate and complete.

   3.1.2 The Teacher shall maintain the declared qualifications and skills and update Urja Talents of any changes.

   3.1.3 The Teacher shall not perform any services for which they are not duly qualified or authorized.

   3.1.4 The Teacher shall not provide any career or vocational counselling services to students without proper certification or license.

3.2 The Teacher agrees to follow zero tolerance with respect to:

   3.2.1 Maintaining proper decorum while interacting and teaching students on the Platform.

   3.2.2 Not uploading any unlawful, harmful, abusive or objectionable content on the Platform.

   3.2.3 Maintaining respectful communications with students, parents and Urja Talents.

   3.2.4 Not engaging in any acts that harm the reputation or business interests of Urja Talents.

   3.2.5 Not promoting any competing platforms or services while associated with Urja Talents.

   3.2.6 Not sharing any sensitive or internal information with unauthorized parties.

   3.2.7 Not disclosing internal policies or contractual details of Urja Talents.

3.3 The Teacher shall:

   3.3.1 Not share any personal details of themselves, friends or contacts with students.

   3.3.2 Not charge students for free services provided through the Platform.

   3.3.3 Not receive any payments directly from students and shall route all transactions through the Platform.

   3.3.4 Not contact or solicit students met through the Platform outside of the Platform.

   3.3.5 Maintain privacy and confidentiality of any student information shared.

3.4 The Teacher shall spend a minimum of 4 hours daily being online on the Platform.

3.5 The Teacher shall:

   3.5.1 Not use the Platform to promote any personal services without verification.

   3.5.2 Not force or impose any personal services on students.

   3.5.3 Submit to penalties for misusing the Platform for personal gain.

3.6 The Teacher shall:

   3.6.1 Not obtain student contact information or solicit students personally.

   3.6.2 Inform students to route queries only through the Platform.

   3.6.3 Refer other teachers only by their Platform profile, without sharing other contact details.

   3.6.4 Not use or disclose any student personal information received through the Platform.

3.7 The Teacher shall maintain services at fair prices as determined by Urja Talents without associating with any competitors.

3.8 While associated with Urja Talents, the Teacher shall not work with or assist any competing platforms in any manner.

4. Usage Terms

4.1 Profile Details

The Teacher shall ensure that all details provided in their profile are true and accurate. The profile cannot be changed without prior approval from Urja Talents. Urja Talents shall have the right in perpetuity to use, reproduce and publish the Teacher's profile details for marketing and promotional purposes.

4.2 Conduct

The Teacher shall maintain proper decorum and conduct when using the platform. The Teacher shall not post any unlawful, harmful, threatening, abusive, harassing, defamatory or objectionable content. The Teacher shall not promote any competitors of Urja Talents or disclose any internal policies of Urja Talents.

Teachers shall treat all users approaching through Urja Talents with courtesy and respect. Any instance of abusive language, threats, or other unprofessional behavior will result in temporary deactivation (minimum 3 days) and a penalty of Rs. 5,100 for reactivation. Failure to pay the penalty within 3 days will result in an additional daily penalty of Rs. 100 until payment is received.

4.3 Personal Information 

The Teacher shall not share any personal details of themselves or customers with any third party. The Teacher shall not charge customers for any free services provided through the platform. The Teacher shall not collect any payments from customers outside the platform.

4.4 Time Commitment

The Teacher shall spend a minimum of 4 hours daily being online and available on the platform. In case the Teacher fails to meet the minimum hours requirement, Urja Talents may reduce priority and allocation of customer leads to the Teacher.

4.5 Platform Misuse 

The Teacher shall not use the platform for any services or products not listed or approved on the platform. The Teacher shall not force any services or products upon customers.

4.6 Direct Contact Prohibition

The Teacher shall not obtain customer contact details from the platform. The Teacher can only refer other Teachers or services via their profiles on the platform.

4.7 Credential Misuse

The Teacher shall not share or misuse their login credentials. The Teacher shall not impersonate any other users of the platform. The Teacher shall disclose all devices used to access the platform.

4.8 Pricing Commitment

The Teacher shall adhere to agreed pricing for services. The Teacher shall not associate or provide services to any competitors of Urja Talents.

4.9 Non-solicitation, Non-compete

The Teacher shall not work with or induce others to work with competitors of Urja Talents in any manner during association and post-termination with Urja Talents.

4.10. Feedback and Communication Decorum:

Teachers agree to maintain a professional and respectful tone when responding to feedback from students, parents, or Urja Talents staff. Failure to do so may result in disciplinary action, including temporary or permanent deactivation.

4.11. Minimum Online Presence:

`Teacher agrees to maintain a minimum online presence of four (4) hours per week on the Urja Talents website. This minimum shall be calculated based on the cumulative time spent online by the Teacher during each week.

Maintaining this minimum online presence will enhance the Teacher's credibility and visibility among users, potentially leading to increased student leads and opportunities.

4.12. Non-Compliance Consequences:

In the event the Teacher fails to meet the minimum weekly online requirement, their profile priority for receiving student leads may be diminished. This means they may be less likely to receive assigned students as compared to Teachers who demonstrate higher online engagement.

 

5. Intellectual Property

5.1 Ownership of Content

Urja Talents shall solely and exclusively own all rights, title and interests in the Teacher Profile and any Content uploaded by the Teacher on the Platform. The Teacher hereby assigns in perpetuity all its rights, title and interests in the Teacher Profile and Content, if any, to Urja Talents.

5.2 Licence to Urja Talents

The Teacher grants to Urja Talents a non-exclusive, royalty-free, worldwide, perpetual licence to use, reproduce, distribute, modify, adapt, publish, translate, create derivative works from, and publicly display the Teacher Profile and Content.

5.3 Usage Rights

Urja Talents shall have the right to use the Teacher Profile and Content for marketing, promotional and branding activities on any medium. Urja Talents may also permit its contractors, vendors and partners to use the Teacher Profile and Content.

5.4 Survival of Rights

All rights of Urja Talents over the Teacher Profile and Content shall survive the termination of this Agreement and Urja Talents can continue to use such Teacher Profile and Content post termination of this Agreement.

6. Confidentiality

6.1 Confidential Information shall mean all information whether in oral, written, electronic or other form relating to the disclosing party's business, users, pricing, deals, know-how, designs, products, processes, accounts, customers and suppliers, disclosed to or otherwise acquired by the receiving party pursuant to or under this Agreement.

6.2 Teacher shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall not disclose, disseminate, publish or release any Confidential Information to any third party without prior written consent from Urja Talents.

6.3 Teacher shall protect Confidential Information from unauthorized use or disclosure using the same degree of care as it takes to preserve and safeguard its own confidential and proprietary information of a similar nature, but in no event less than reasonable care.

6.4 The obligations of confidentiality shall not apply to information which:

(a) is or becomes generally available to the public other than as a result of disclosure by the receiving party or its representatives,

(b) is independently developed by the receiving party without use or reference to the Confidential Information,

(c) is obtained from a third party which represented to the receiving party that it has the right to disclose it, or

(d) is required to be disclosed by law or pursuant to an order of a court or regulatory authority.

6.5 The obligations under this clause shall survive the termination of this Agreement.

6.6 The parties agree that disclosure or use of Confidential Information in violation of this Agreement may cause irreparable harm, and the disclosing party shall have the right to seek equitable relief, including injunctive relief, as may be necessary and appropriate to prevent any threatened or actual breach of any provision of this clause without the necessity of posting bond or other security.

7. Non-Competition and Non-Solicitation

7.1. During the term of this Agreement, Teachers are strictly prohibited from using the same profile uploaded on Urja Talents on any other platform or website. This prohibition applies to any platform or website on the internet, regardless of its purpose or function.

7.2. Violation of this non-competition clause will result in the immediate and permanent deactivation of your profile on Urja Talents without prior warning. Additionally, you will be subject to a penalty of INR 1,000, which will be imposed by the Compliance team at Urja Talents.

7.3. By creating a profile on Urja Talents, you automatically grant Urja Talents an exclusive, royalty-free, perpetual, irrevocable, worldwide license to your profile and its content. This license grants Urja Talents the following rights:

7.3.1. Use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, transmit, and display any parts of your profile, including but not limited to your profile picture, rating, reviews, and other information.

7.3.2. Incorporate your profile content into other works, in any form, media, or technology now known or later developed.

7.3.3. Display your profile online and offline, and use it in any marketing, promotional, or branding activity on any medium, including the internet, print, television, and other platforms.

7.3.4 Display portions of your profile content online or offline, and permit others (contractors, vendors, partners, etc.) to do the same.

7.4. You acknowledge and agree that you own all copyrights and other intellectual property rights in your profile content. However, by granting this license, you agree to allow Urja Talents to exercise the rights provided above without any further compensation or approval from you.

7.5. This license will remain in effect for the entire term of this Agreement and will survive any termination of this Agreement.

7.6 The Teacher agrees not to provide similar services on any competing online platform during their engagement with Urja Talents.

7.7. The Teacher is prohibited from using a disguised or alias name to deliver similar services on competing platforms.

7.8. The Teacher shall not use their Urja Talents Display Name or profile picture on their personal social media handles, websites, or anywhere else on the internet.

7.9. Violation of this clause shall result in immediate profile deactivation without warning and a fine of INR 21,000.

7.10. The Teacher agrees not to establish a similar platform for a period of five (5) years following the cessation of their relationship with Urja Talents.

7.11. The Teacher is prohibited from using the Urja Talents brand to solicit customers acquired through the platform.

7.12. After leaving Urja Talents, the Teacher shall not work for a similar organization for a period of one (1) year.

7.13. Violation of this clause shall result in strict legal action and a fine of INR 21,000.

7.14. Upon verification of the Teacher's details, Urja Talents shall create and activate the Teacher's profile.

7.15. Following termination of this Agreement, Urja Talents reserves the right to display the Teacher's profile for a continuous period of three (3) years, provided the profile has not been deactivated or removed due to violations of the Terms and Conditions.

8. Limitation of Liability

8.1. Teacher expressly understands and agrees that Urja Talents, its affiliates, directors, officers, employees, agents or representatives shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if Urja Talents has been advised of the possibility of such damages), resulting from or arising out of use of the platform; the conduct or actions of other teachers or users of the platform; or any other matter relating to use of the platform.

8.2 The use of the platform is at the sole risk of the Teacher. To the maximum extent permitted by law, Urja Talents disclaims all warranties, express or implied, in connection with the platform and your use thereof. The platform and the content are provided on an "as is" and "as available" basis.

8.3 Teacher shall indemnify and hold harmless Urja Talents, its affiliates, directors, officers, employees, agents or representatives from and against any and all claims, disputes, demands, liabilities, damages, losses, suits, actions, decrees, judgments, penalties, charges, costs and expenses that Urja Talents may incur or be subjected to arising out of or relating to (i) any breach or non-compliance by Teacher of its obligations, representations or warranties under these Terms; (ii) any act or omission of Teacher in relation to use of the platform; or (iii) any violation by Teacher of any law, rules or regulations or the rights (including but not limited to intellectual property rights) of any third party.

8.4 If any provision of this Section 7 is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties and the remainder of this Section shall remain in effect.

8.5. To the fullest extent permitted by applicable law, Urja Talents' total liability under this Agreement, whether arising from breach of contract, negligence, strict liability, or otherwise, shall be limited to the greater of: (a) $10 (USD); or (b) INR 500.

8.6. Notwithstanding the foregoing, if applicable law does not allow the limitation of liability as set forth above, the limitation of liability shall be deemed modified solely to the extent necessary to comply with applicable law.

8.7. This Section 7 (Limitation of Liability) shall survive any termination or expiration of this Agreement. The limitation of liability applies to the fullest extent permitted by law.

8.8. If the law prohibits the initial limitation, it will be automatically modified to comply with the minimum allowed by law. This section remains in effect even after the Agreement is terminated or expires.

 

8. Indemnification

8.1 Teacher shall indemnify and hold harmless Urja Talents, its affiliates, directors, employees and other officers from and against any and all claims, suits, actions, demands, damages, liabilities, expenses, costs (including legal costs on a full indemnity basis), or losses of any kind whatsoever, resulting from:

(a) any breach of this Agreement by the Teacher;

(b) the use of the Platform by the Teacher;

(c) any unauthorized use or violation of the profile created for the Teacher on the Platform;

(d) the content provided by the Teacher;

(e) the services provided by the Teacher to any user of the Platform.

8.2 The indemnified party shall notify the Teacher in writing of any claim for indemnification and shall provide all documents related to such claim.

8.3 If the indemnified party fails to notify the Teacher, the indemnification obligations shall reduce to the extent such failure has prejudiced the Teacher.

9. Term and Termination

9.1 You are bound to provide your services through the Platform until the end of one academic year from the date of onboarding.

9.2 In the event of an unforeseen situation arising where you require to discontinue your services prior to the period in Clause 9.1, you shall provide a notice period of two (2) months to Urja Talents.

9.3 Failure to provide the requisite notice as per Clause 9.2 shall render you liable to pay fees equivalent to the consideration you would have received through customer leads during the notice period of two (2) months.

9.4 Alternatively, you may find a replacement for yourself to provide services on the Platform during the notice period, with the assistance of Urja Talents.

9.5 Urja Talents reserves the right to terminate this Agreement at any time without notice or liability in the event of your breach of any terms hereof.

9.6 Even after termination or discontinuation, Urja Talents shall have the right to display your Profile information on the Platform for a period of three (3) years.

9.7. Urja Talents reserves the right to monitor all communication and activity on the platform and take appropriate disciplinary action against any teacher found to be in violation of these terms. This may include temporary or permanent deactivation, financial penalties, or legal action.

10. Usage of Features

10.1. Next Online Time:

1. Requirement: Upon logging out, Teachers must specify their expected return time ("Next Online Time") using the platform's feature. This promotes user loyalty and personal growth.

2. Non-Compliance: Failure to comply will negatively impact your profile by increasing your penalty count (+1), potentially placing it lower on the website search results.

10.2. Reviews:

1. Customer Feedback: Customers can submit positive or negative reviews based on your service.

2. Modification Restrictions: You cannot remove/delete reviews. To request revision, submit a "My Review" tab request for technical team review and action.

10.3. Pricing:

1. Initial Pricing: Standard pricing is determined during onboarding based on performance and qualifications. After 6 months with excellent performance, Teachers can request price adjustments via their dashboard, subject to Urja Talents review and potential re-evaluation (including re-interview) to assess skill upgrades or language additions. Profile deactivation is possible without notice if re-evaluation fails.

2. Price Increase: Price increases are only valid after completing 350 hours with a 4+ star customer rating, allowing a 10% raise upon eligibility.

3. Exclusive Work Agreement: For teachers working exclusively with Urja Talents, 35% of customer payments will be retained by Urja Talents, with the remaining 65% constituting the full-time teacher's share.

4. Promotion Impact: Standard pricing applies only to full-price orders. Discounts may apply during company offers or teacher-activated promotions (buyback offers, promotional schemes, memberships, etc.). Teachers must adhere to standard customer promotions and Urja Talents reserves the right to withhold payment for demo sessions, introductory discounts, loyalty/referral discounts, fixed sessions, or any customer-activated offers chosen by the teacher.

5. Payment Schedule: Teachers will be paid according to Urja Talents policy upon request after completing their class cycle, on the 15th or 30th of the following month.

6. Billing Errors: Urja Talents is not responsible for billing system errors, malfunctions, or payment processing issues. Report any suspected errors within 7 days. In cases of customer refund (partial or full) or charged-back payments, the teacher will not be paid for the transaction and may be required to repay Urja Talents if funds were already disbursed. Disputed services may cause payment withholding until resolution, with Urja Talents having the final say.

7. Suspicious Transactions: Urja Talents reserves the right to withhold payments partially or fully for up to 60 days if suspicious or extraordinary transactions/services are detected by company systems or audits, as communicated to the teacher, until investigation and resolution.

8. Tax Deductions: Teacher payments are subject to withholding taxes payable to the government.

9. GST Submission: If Urja Talents payments to a teacher exceed 20 Lacs in a financial year, the teacher must submit their GST number. GST will be paid by the company in such cases.

10. GST Default: If the company pays GST on the teacher's behalf and the teacher fails to submit it to the government, the company may withhold all future payments and deactivate/terminate the teacher's profile until the default is rectified.

11. Promotional Offer Adjustment: For consultations with customer discounts, the teacher's payment will be proportionally reduced (below 50% of standard rate) with notification of the deducted amount due to the promotional offer.

D. Profile Update:

1. Verified profiles cannot be changed without prior approval and re-verification by the Compliance team. Profile content change requests must be submitted via platform tickets.

2. Major changes (profile picture, bio) are not allowed after onboarding. This information can only be updated during onboarding.

10.4. Feature Updates:

1. Urja Talents reserves the right to update any teacher features. Updates, additions, or deletions will be announced on your notice board/dashboard. Continued platform use signifies your acceptance of such updates.

10.5. Training:

1. Mandatory Training: Teachers must complete all provided training materials and sessions, including customer review chats, within 7 days (14 days from receiving welcome mail). Failure to comply will result in permanent profile deactivation.

2. Manipulation Penalty: Playing around with performance parameters (using solicited users for improved reviews) incurs a Rs. 21,000 penalty and temporary profile deactivation for up to 7 working days during the audit period.

 

11. Dispute Resolution

11.1 Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996.

11.2 The arbitral tribunal shall consist of a sole arbitrator appointed in accordance with the rules of the Indian Council of Arbitration.

11.3 The seat of arbitration shall be Mumbai.

11.4 The arbitration proceedings shall be conducted in the English language.

11.5 The arbitral award shall be final and binding on the Parties. The Parties expressly agree to waive the right to any form of appeal, review or recourse to any court or other judicial authority, insofar as such waiver may be validly made.

11.6 The Parties shall attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement through negotiations between authorized representatives of each Party. If the dispute cannot be settled amicably within thirty (30) days from the date on which a Party has served written notice on the other of the dispute, then the dispute shall be referred to and finally resolved by arbitration.

11.7 The arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce. The place of arbitration shall be Mumbai.

11.8 The courts in Mumbai shall have exclusive jurisdiction with respect to any matters arising out of or relating to this Agreement.

12. Governing Law and Jurisdiction

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India.

12.2 Jurisdiction 

The parties agree to submit to the exclusive jurisdiction of the courts located in Mumbai, Maharashtra, India to resolve any dispute arising out of these Terms, without reference to its conflicts of law principles.

12.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in full force and effect.