Escolar Documentos
Profissional Documentos
Cultura Documentos
This Contract for Services made and executed this _____th day of
_________________________in Makati City, by and between:
--and--
WHEREAS, the FIRST PARTY desires to avail itself of the services of the SECOND
PARTY to provide computer-based online tutorial to the FIRST PARTY’s foreign students/clients;
NOW, THEREFORE, this Contract for Services is executed subject to the following
terms and conditions, to wit:
Not being the employer of the SECOND PARTY, who is an Independent Contractor, the
FIRST PARTY shall not be responsible for the SECOND PARTY’s membership in and
contributions to social welfare institutions including, but not limited to, the Social Security System,
the Philippine Health Insurance Corporation and the Home Development Mutual Fund.
2. TERM. This Contract for Services shall continue to be effective within five (5)
months from its effectivity thereof. Within the term of the contract, either party, without need for
cause, pre-terminates this Contract for Services by giving thirty (30) days' prior written notice to
the other; Provided that in case of any violation by the SECOND PARTY of any of the terms and
conditions herein, the FIRST PARTY shall have the right to immediately pre-terminate this
Contract for Services by serving written notice to the SECOND PARTY.
In the event of the pre-termination of the Contract for Services, the SECOND PARTY is
entitled to collect only the fees he/she will earn up to the end of his/her service under this
Contract for Services.
1
3. TRAINING AND MATERIALS. – The SECOND PARTY shall undergo
introductory training for a period of three (3) days. During the training period, the SECOND
PARTY shall be oriented on the system of the English tutorial services, undergo screening, and
several tests, provided by the FIRST PARTY. The SECOND PARTY shall be given modules,
textbooks, materials as guidelines in the conduct of teaching English classes.
For the duration of the training, the SECOND PARTY shall be monitored, evaluated, and
observed by the FIRST PARTY based on his/her skills and competence in providing quality
tutorial services. The training term is changeable upon the discretion of the FIRST PARTY. If the
SECOND PARTY passes the evaluation, the FIRST PARTY may enter into contract with the
SECOND PARTY.
After the introductory training period and during the term of this Contract for Services,
the FIRST PARTY may from time to time conduct training sessions geared towards the
improvement of the quality of service provided to the students/clients.
Starting June 10, 2013, SECOND PARTY who opts to conduct tutorial classes at the
FIRST PARTY’s office shall pay the FIRST PARTY a rental fee of Fifteen Pesos (P15.00) per
booked class and Two (P2.00) Pesos for open class for the use of the office and equipment of
the FIRST PARTY. The FIRST PARTY reserves the right to change the rental fee rate from time
to time depending on the costs of providing the location, equipment and internet connection for
the tutorial classes.
In case the SECOND PARTY chooses to conduct tutorial classes outside the FIRST
PARTY’s office, he/she must provide his/her own internet connection and equipment including,
but not limited to, personal computer/laptop, web camera, and headset. The SECOND PARTY
shall solely be responsible for all fees and costs associated with the tutorial services and for the
maintenance of all computer hardware and equipment required in rendering the tutorial services
outside the FIRST PARTY’s office.
The SECOND PARTY shall forfeit his/her option to conduct tutorial classes outside the
FIRST PARTY’s office when any of the following circumstances, which are non-exclusive and
non-exhaustive, exists:
ii. The SECOND PARTY’s preferred place is not conducive to conducting the class
tutorial because of elements that may distract, interrupt or disturb the conduct of
the class, including, but are not limited to, noise and interactions with persons
other than the student.
i. Pay the SECOND PARTY’s fees in accordance with Clause 12 of this Contract
for Services;
ii. Withhold the required taxes from SECOND PARTY’s fees arising from the
services rendered hereunder and remit the same to the Bureau of Internal
2
Revenue (“BIR”) in accordance with taxation laws and the rules and regulations
which may be promulgated from time to time by the BIR. The current withholding
tax rate applicable to the SECOND PARTY is ten percent (10%); and
iii. Conduct training sessions for the SECOND PARTY at such intervals deemed
appropriate by the FIRST PARTY and provide the SECOND PARTY with
modules, textbooks, materials which shall serve as guidelines in conducting the
tutorial classes.
iv. Use the photographs of the SECOND PARTY exclusively for advertising,
promotion and marketing purposes in line of the nature of business of the FIRST
PARTY. This includes posting of photos in the FIRST PARTY’s web page, flyers,
posters, printouts, and commercials. FIRST PARTY binds itself to be responsible
in case SECOND PARTY’s photographs are leaked, used, sold, utilized, whether
for profit or not, by the FIRST PARTY or any third persons for such other
purposes not related with the business of operation of FIRST PARTY.
The SECOND PARTY shall provide computer-based online tutorial services to the FIRST
PARTY’s foreign students/clients to the best of his/her ability with due care, skill and expertise
while maintaining the highest degree of propriety and professionalism in providing such services
and, at all times, carrying out his/her duties in accordance with applicable law and rules and
regulations of the FIRST PARTY. Without limiting the generality of the foregoing, the following are
the non-exclusive and non-exhaustive specific obligations of the SECOND PARTY:
e. To login to your teacher’s and skype account and click the attendance
button at least thirty (30) minutes before the committed time slot. The
failure of the SECOND PARTY to login on time or the cancellation of
classes without prior notice shall warrant the imposition of penalties or
the deduction of fees against the SECOND PARTY upon the discretion of
the FIRST PARTY;
f. To use the FIRST PARTY’s website for the sole purpose of tutorial and
other related activities;
3
g. To refrain from using an account issued by the FIRST PARTY to another
teacher in logging into Skype, the FIRST PARTY’s website or any other
program, or allowing another teacher or any other person to use the
SECOND PARTY’s account;
h. To refrain from logging into Skype using the account issued by the FIRST
PARTY outside the committed time slots or the time required by the
FIRST PARTY;
a. To prepare his/her lesson plan for his/her students ahead of time and
arrange the appropriate materials or modules for the class;
b. To personally conduct the class for his/her booked committed time slots.
The SECOND PARTY is strictly prohibited from transferring his/her
classes to another teacher in case of his/her unavailability for any reason
whatsoever;
4
c. To be punctual and start and finish the class on time;
g. To prepare the lesson note and tutoring note for his/her student after the
class;
c. The SECOND PARTY shall not solicit from his/her students any kind
of fee, gift, gratuity, favour, entertainment, loan or anything of
monetary value. The SECOND PARTY should also avoid soliciting
the same in exchange for sexual favours, request for sexual favours
and commit any verbal or physical act of a sexual nature. In the event
that it is the student who initiates the sexual advances to the
SECOND PARTY, the latter should immediately end the tutorial
session and inform or notify the FIRST PARTY of the incident.
5
8. GUIDELINES. The FIRST PARTY shall issue guidelines, protocols, rules and
regulations governing code of conduct, discipline, safety and security, work schedule, standard
operating procedures of the FIRST PARTY, use of the FIRST PARTY’s properties, access to
confidential information, and such other regulations necessarily related to the conduct of the
business of the FIRST PARTY. Such rules, regulations and policies may be amended, modified,
changed and supplemented by the FIRST PARTY at any time as it deems proper without the
consent of any party, including the SECOND PARTY.
The rules and regulations set forth in the Guidelines for Teachers shall form part of the
Contract for Services.
10. DRUG POLICY. SECOND PARTY may NOT possess, bring onto company
premises, be under the influence of, use, transfer, or attempt to sell any form of narcotic,
depressant, stimulant, or hallucinogen, the possession, use, transfer, or sale of which is
prohibited by law while under contract with the FIRST PARTY. Violation of this policy shall be a
ground for termination of contract.
11. CRIMINAL ACTS. In case the FIRST PARTY discovers that the SECOND
PARTY committed, convicted, or is committing a crime, FIRST PARTY may terminate the
contract of the SECOND PARTY.
13. SEXUAL HARRASSMENT. It is the policy of the FIRST PARTY to protect its
teachers and students from any harassment, verbal or physical, on account of the teachers or
students’ sex. For purposes of this Clause, sexual harassment is a behavior of a sexual nature
which is unwelcome and personally offensive to its recipients such as, but not limited to
unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a
sexual nature, regardless of whether the same is favorably acted upon or rejected by the object of
said sexual harassment, when: 1) submission to such conduct is made explicitly or implicitly a
condition of an individual's work; 2) submission to or rejection of such conduct is used as a basis
for entering into the Contract for Services; or 3) the harassment has the purpose or effect of
unreasonably interfering with the teacher’s work performance or creating an environment which is
intimidating, hostile or offensive to the teacher; 4) the teacher experiences verbal or visual sexual
abuse from his/her student when conducting tutorial classes; 5) the teacher is the one making
sexual advances to his/her students.
ii. Requests for demands for sexual favors. This includes subtle or blatant
pressures or requests for any type of sexual favors accompanied by an implied or
stated promise of preferential treatment or negative consequence concerning
one's employment status or work.
6
iii. Verbal abuse or kidding that is sex-oriented and considered unwelcome by
another individual. This includes commenting about an individual’s body or
appearance where such comments are beyond mere courtesy, telling 'dirty
jokes," that are clearly unwelcome and considered offensive by others or any
other tasteless, sexually-oriented comments, innuendoes or actions that offend
others.
iv. Engaging in any type of sexually-oriented conduct that would reasonably interfere
with another's work performance. This includes extending unwanted sexual
attention to someone that reduces personal productivity or time available to work
at assigned tasks.
The SECOND PARTY shall not commit any act of sexual harassment against his/her
students in the course of conducting tutorial lessons. Should, at any time, the SECOND PARTY
feels that he/she has been sexually harassed, he/she should immediately report the matter to the
FIRST PARTY.
The SECOND PARTY shall not commit sexual advances to or engage in cybersex
activities with his/her students through any means. For this purpose, sexual advances include
any abusive activity made through video call, including, but is not limited to, showing the student
obscene things, removing his/her clothes, suggesting that the student perform a sexual act, and
other similar acts, while cybersex shall mean any sexually-oriented communication between two
people online via text, audio or video chat.
In the event that it is the student who initiates the sexual advances to the SECOND
PARTY, the SECOND PARTY shall immediately inform the FIRST PARTY.
14. NO MINIMUM. The SECOND PARTY is NOT guaranteed any minimum number
of classes. The FIRST PARTY reserves the right to remove or withdraw the SECOND PARTY’s
committed time slots from the FIRST PARTY’s website.
15. WITHDRAWAL OF CLIENTS. The FIRST PARTY reserves the right to withdraw
scheduled clients if said clients request a change in schedule.
The SECOND PARTY acknowledges that any failure, defect or incompleteness in the
class including, but not limited to, deviation by the SECOND PARTY from any of the procedures
required by the FIRST PARTY and the conduct of the class for less than twenty-five (25) minutes
due to any reason whatsoever, including, but not limited to, problems with internet connection,
computer hardware or power, may be considered as a failure of conducting the class. In such
case, the FIRST PARTY reserves the right to determine whether said class should be credited in
favor of the SECOND PARTY for purposes of computing the SECOND PARTY’s fees.
Likewise, SECOND PARTY recognizes that his/her failure to write in the lesson notes for
a particular connotes forfeiture of his/her service fee. SECOND PARTY admits that this is part of
FIRST PARTY’s regulation.
The SECOND PARTY also acknowledges that the FIRST PARTY offers different rates
and conditions to its different teachers.
17. NO WORK, NO PAY. The FIRST PARTY follows a “NO WORK, NO PAY”
policy. The payment of the SECOND PARTY shall be based on the number of classes he/she has
7
rendered services for. The number of classes to be assigned to the SECOND PARTY shall be
determined by the FIRST PARTY, as far as practicable, based on the SECOND PARTY’s
submitted schedule.
The FIRST PARTY shall have the exclusive prerogative to control and determine the
contents, data, or information to be published in the FIRST PARTY’s website and the
presentation of any and all such contents, data, or information.
The SECOND PARTY agrees that the FIRST PARTY has full and total control of the
FIRST PARTY’s website and the FIRST PARTY may, at any time and for any reason, delete or
remove or change without notice any website content that the SECOND PARTY has uploaded in
the FIRST PARTY’s website.
The SECOND PARTY is obliged to make and secure back-up copies of his/her data,
records and notes that are uploaded in the FIRST PARTY’s website.
ii. The FIRST PARTY believes that it is necessary to share information in order to
investigate, prevent or take action regarding illegal activities, suspected fraud and
situations involving potential threats to the physical safety of another person; or
iii. After being acquired by or merged with another company. In this event, the
FIRST PARTY shall notify the SECOND PARTY before the information is
transferred and becomes subject to a different privacy policy.
20. INTELLECTUAL PROPERTY. The FIRST PARTY’s name and logo and any and
all documents, outlines, manuals, modules, website contents and materials of any type or form,
which may be the lawful subject matter of copyright or intellectual property protection (“Intellectual
Property”) and which the FIRST PARTY has made available to the SECOND PARTY in
connection with this Contract for Services shall be exclusively owned by the FIRST PARTY.
The SECOND PARTY agrees that it does not and shall not hold any interest in the
Intellectual Property provided by the FIRST PARTY for use by the SECOND PARTY in
connection with the tutorial services rendered under this Contract for Services. The SECOND
PARTY shall not copy, reproduce or use in any way said Intellectual Property for any purpose
unrelated to the performance of services under this Contract for Services, without the prior
written consent of the FIRST PARTY.
This clause shall survive the termination of this Contract for Services.
21. SEVERABILITY. In the event that any portion of this Contract for Services is
deemed invalid or unenforceable, such portion shall be deemed severed and the parties agree
that the remaining portions of this Contract for Services shall remain in full force and effect. All
terms, conditions, and provisions of this Contract for Services shall be binding and enforceable
upon the parties and their heirs, executors, administrators, principals, successors, etc.
8
22. COUNTERPARTS. This Contract for Services may be executed in counterparts
and such parts so executed shall form one original document and be read and construed as if one
copy of the Contract for Services.
23. ENTIRE AGREEMENT AND AMENDMENT. This Contract for Services sets
forth the complete understanding of the parties and any prior agreement, oral, or written, between
the parties is hereby declared of no further force and effect. Any amendment to this Contract for
Services must be in writing and mutually signed by the parties.
24. NON-WAIVER OF RIGHTS. The failure of one party to insist upon a strict
performance of any of the terms, conditions and covenants hereof, shall not be deemed a
relinquishment or waiver of any right/remedy that said party may have, nor shall it be construed
as a waiver of any subsequent breach of the same or other terms, conditions or covenants. Any
waiver, extension or forbearance of any of the terms, conditions and covenants of this Contract
for Services by any party hereto shall be in writing and limited to the particular instance only and
shall not in any manner whatsoever be construed as a waiver, extension or forbearance of any
other terms, conditions and/or covenants of this Contract for Services.
25. ASSIGNABILITY. This Contract for Services may not be assigned, in whole or
in part, by either party without the prior written consent of the other party.
26. TERMINATION. Upon the termination of this Contract for Services for any
reason whatsoever, the SECOND PARTY shall:
i. Return to the FIRST PARTY or destroy all copies of any and all Intellectual
Property that may be in the possession of the FIRST PARTY;
ii. For a period of one (1) year from the date of such termination, the SECOND
PARTY shall not solicit or accept solicitation from, or by any third party on behalf
of, current or former clients of the Company, or enter into a contractual
relationship to provide the same online English tutorial services as provided
through the FIRST PARTY; and
iii. For a period of one (1) year from the date of such termination, the SECOND
PARTY shall not engage into, contract with, or be employed in another business
of similar nature and/or related with the online English tutorial services of the
FIRST PARTY.
In case of violation of the foregoing, the SECOND PARTY shall be liable for liquidated
damages in the amount of Two Hundred Thousand Pesos (P200,000.00).
27. EXCLUSIVE JURISDICTION. The FIRST PARTY and the SECOND PARTY
agree to submit to the personal and exclusive jurisdiction of the courts of the Philippines in Cebu
City for the purpose of enforcing a right or obligation under or arising out of this Contract for
Services.
IN WITNESS WHEREOF, the parties have hereunto affixed their signature on the data
and at the place first written above.
9
ACKNOWLEDGMENT
Before me, a Notary Public, for and in the City of Cebu, personally appeared KEISUKE
TOMIYAMA identified by me through competent evidence of his identity bearing his photograph
and signature to be the same person who executed the foregoing instrument and he
acknowledged to me that the same is his own free act and voluntary deed and the free act and
voluntary deed of the corporation he represents, he being duly authorized to execute the
foregoing instrument.
This instrument refers to as Contract for Services, which consists of eleven (11) pages,
including the page whereon this acknowledgment is written, and which is signed by the parties
and their instrumental witnesses on each and every page thereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affix my notarial seal this
________ day of __________________ 2014.
10
ACKNOWLEDGMENT
Before me, a Notary Public, for and in the City of ____________, personally appeared
_______________________ identified by me through competent evidence of his/her identity
bearing his/her photograph and signature to be the same person who executed the foregoing
instrument and he/she acknowledged to me that the same is his/her own free act and voluntary
deed and the free act and voluntary deed of the corporation he/she represents, he/she being duly
authorized to execute the foregoing instrument.
This instrument refers to as Contract for Services, which consists of eleven (11) pages,
including the page whereon this acknowledgment is written, and which is signed by the parties
and their instrumental witnesses on each and every page thereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affix my notarial seal this
________ day of __________________ 2014.
11