Teacher Cooperation and Platform Use Agreement

1.1. This Agreement governs the terms of cooperation between MB “Luxagente” (hereinafter referred to as the Platform) and the tutor (hereinafter referred to as the Tutor) who uses the LuxRepetitor Platform to provide independent remote teaching services.

1.2. By joining the Platform and accepting this Agreement, the Tutor confirms that they have read and understood its terms and agree to comply with them.

1.3. The Platform is not the Tutor’s employer. The Tutor acts as an independent provider of teaching services and is solely responsible for their own activities, the proper registration of such activities where required by applicable law, the fulfilment of their tax obligations and compliance with all other applicable legal requirements.

2.1. The LuxRepetitor Platform enables the Tutor to:

create and manage a tutor profile;

publish and manage their available teaching times;

be visible to LuxRepetitor users looking for a Tutor;

receive and accept student lesson booking requests;

organise and conduct remote one-to-one lessons;

use the Platform’s communication and administrative tools;

2.2. The Tutor independently sets their lesson price and availability, decides which students to accept, determines their teaching methodology and independently organises the provision of their one-to-one teaching services.

2.3. MB “Luxagente” provides the technological Platform and related booking, communication, payment administration and technical functions. MB “Luxagente” is not the provider of the one-to-one teaching services booked through the Platform. Such teaching services are provided by the selected Tutor independently, in their own name and under their own responsibility.

2.4. When booking a one-to-one lesson, the student selects a specific Tutor who provides the relevant teaching service. In this relationship, MB “Luxagente” acts as the provider of the technological Platform and related administrative functionality and not as the provider of the individual teaching service.

2.5. One-to-one remote lessons booked through LuxRepetitor are conducted using the Zoom video conferencing service. LuxRepetitor provides the technological functionality required to book and administer the lesson, while the individual teaching service itself is provided by the Tutor.

2.6. Optional Google Calendar Integration 2.6.1. The Platform may allow the Tutor to connect their Google Calendar account to the Platform. This integration is optional and is not required in order to use the Platform. 2.6.2. Where the Tutor enables the integration and grants the required permissions through Google, the Platform may create, update and synchronise LuxRepetitor-related calendar events, including scheduled lessons and the Tutor’s available teaching times configured through the Platform, in accordance with the functionality selected by the Tutor. 2.6.3. The Google Calendar integration is provided solely as an additional scheduling and convenience feature. The booking information displayed within the LuxRepetitor Platform remains the primary source of information regarding the status, date and time of a lesson.

3.1. Provide accurate, complete and up-to-date information about themselves.

3.2. Provide one-to-one teaching services honestly, professionally and responsibly.

3.3. Comply with this Agreement, the Platform’s rules and the applicable laws of the Republic of Lithuania.

3.4. Join scheduled lessons on time.

3.5. Communicate with students and their legal representatives politely, respectfully and ethically.

3.6. Protect the confidentiality of students’ and their legal representatives’ personal data and other confidential information.

3.7. Refrain from actions that could unlawfully or unjustifiably damage the Platform, its users or its reputation.

3.8. Where the Tutor chooses to use the optional Google Calendar integration, the Tutor remains responsible for checking their bookings and schedule within the LuxRepetitor Platform. A failure, delay or interruption in calendar synchronisation does not by itself cancel, reschedule or otherwise modify a booking made through the Platform.

4.1. Confirmation of Lesson Bookings 4.1.1. Upon receiving a new lesson booking request, the Tutor must accept or reject it within 3 hours. 4.1.2. Once the Tutor has accepted the booking, the student has 1 hour to make payment. 4.1.3. If the student does not pay for the booking within the 1-hour period, the booking is automatically cancelled.

4.2. Lesson Cancellation 4.2.1. Where the Tutor is unable to conduct a paid lesson at the scheduled time, the Tutor should first seek to agree a reschedule with the student through the Platform’s CHAT system. 4.2.2. If the Tutor cancels a paid lesson without an agreed reschedule, the case may be recorded as a possible Tutor violation and referred to a LuxRepetitor administrator for review. The administrator may request explanations from both parties and assess all relevant circumstances. 4.2.3. If the administrator confirms that the paid lesson was cancelled due to a Tutor violation without an agreed reschedule, the Student receives a 100% refund of the amount actually paid for that lesson and an additional 100 AI credits. A Strike is a separate administrative measure. The administrator decides whether to assign a Strike separately, and a Strike is never assigned automatically.

4.3. Failure to Attend a Lesson and Lateness 4.3.1. The Tutor must join the lesson on time. 4.3.2. If the Tutor is more than 5 minutes late after the scheduled start time, such lateness may be recorded as a possible violation and may constitute grounds for a Strike after review by a LuxRepetitor administrator. Lateness itself does not automatically result in a refund, compensation or Strike. The final decision whether to assign a Strike is made solely by a LuxRepetitor administrator. 4.3.3. If the Tutor does not join the lesson within 10 minutes of the scheduled start time and there is no agreed reschedule, the system may record a possible Tutor no-show and refer the case to a LuxRepetitor administrator for review. The mere fact that the Tutor has not joined the lesson within 10 minutes does not automatically establish fault and does not automatically trigger a refund or a Strike. 4.3.4. If, after reviewing the circumstances, the administrator confirms a Tutor violation, the LuxRepetitor Guarantee applies: the Student receives a 100% refund of the amount actually paid for the relevant lesson and 100 AI credits. Any Strike is decided separately by the administrator.

4.4. Rescheduling a Lesson 4.4.1. The Tutor may contact the student through the Platform’s CHAT system and propose rescheduling the lesson to another time. 4.4.2. A reschedule agreed by both parties is not a cancellation or no-show and does not, by itself, constitute grounds for a Strike. 4.4.3. The student may accept or refuse the proposed rescheduling. 4.4.4. If the student does not agree to reschedule and the paid lesson is cancelled by the Tutor without an agreed new time, the full amount actually paid for the relevant lesson will be refunded to the Student and Section 4.2.3 applies. 4.4.5. Where Google Calendar synchronisation is enabled, the Platform may automatically update the corresponding calendar event following an agreed rescheduling or other confirmed change to the lesson. A change to a Google Calendar event alone does not constitute an agreed rescheduling unless the relevant change has also been confirmed through the LuxRepetitor Platform in accordance with this Agreement.

4.5. Strikes, Teacher Blacklist and Removal 4.5.1. The following events may constitute grounds for a Strike:

a) cancellation of a paid lesson without an agreed reschedule;

b) Tutor no-show;

4.6. LuxRepetitor Guarantee 4.6.1. The LuxRepetitor Guarantee applies only when a LuxRepetitor administrator confirms a Tutor violation under the dispute resolution procedure set out in Section 10 of this Agreement. 4.6.2. Possible Tutor violations assessed individually by the administrator include, among other things:

cancellation of a paid lesson by the Tutor without an agreed reschedule;

Tutor no-show;

5.1. Student payments for one-to-one lessons booked through the LuxRepetitor Platform are made using the payment solutions integrated into the Platform. Payment transactions are technically processed through OPAY and the ComplyPay payment infrastructure used for settlements relating to one-to-one lessons, subject to the applicable terms of the relevant payment service providers.

5.2. For each successfully completed one-to-one lesson, the Tutor is entitled to 80% of the remuneration amount calculated for the relevant lesson, while MB “Luxagente” is entitled to a 20% Platform commission for the technological, booking, administrative and related services provided by the Platform.

5.3. The remuneration due to the Tutor and the Platform commission due to MB “Luxagente” are accounted for and allocated using the payment infrastructure applicable to settlements for one-to-one lessons. The 80% remuneration portion due to the Tutor does not constitute income of MB “Luxagente”. The 20% Platform commission due to MB “Luxagente” constitutes the Platform’s income, subject to applicable accounting and tax legislation.

5.4. The Tutor acts as an independent provider of teaching services and is solely responsible for properly registering their activity where such registration is required under applicable law. The Tutor is also solely responsible for declaring income received from their one-to-one teaching services to the Lithuanian State Tax Inspectorate (Valstybinė mokesčių inspekcija – VMI) and for calculating and paying all taxes, social security contributions and other mandatory payments applicable to the Tutor under applicable law.

5.5. MB “Luxagente” is not the Tutor’s employer and, except where expressly required by applicable law, does not declare the Tutor’s income from independent teaching services on behalf of the Tutor and does not fulfil the Tutor’s personal tax obligations on their behalf.

5.6. If a lesson does not take place due to a confirmed Tutor violation and the amount paid for that lesson is refunded to the Student in accordance with this Agreement, no remuneration for that lesson is payable to the Tutor.

5.7. The payment and remuneration allocation procedure set out in this Section applies to one-to-one lessons provided by independent Tutors. It does not apply to separate digital services provided directly by MB “Luxagente”, including AI Tutor / AI Agent services, which are governed by the separate purchase and use terms applicable to those services.

6.1. Suggesting that students pay for lessons booked through LuxRepetitor outside the payment system provided through the Platform.

6.2. Providing their contact details or other information for the purpose of arranging lessons outside the Platform.

6.3. Using offensive, discriminatory, indecent or otherwise inappropriate language.

6.4. Using the Platform for unlawful purposes.

6.5. Requesting or accepting additional payment from students for lessons booked through the LuxRepetitor Platform in a manner that circumvents the Platform’s payment procedure.

6.6. Advertising other learning platforms, tutoring services or other commercial activities unrelated to LuxRepetitor on the Platform.

7.1. The Tutor undertakes not to use the LuxRepetitor Platform to find students with the intention of subsequently providing teaching services to those students outside the Platform.

7.2. The Tutor is prohibited from offering students or their legal representatives the opportunity to continue lessons established through LuxRepetitor directly, bypassing the Platform.

7.3. The Tutor is prohibited from providing their telephone number, email address, social media accounts or other contact details through the Platform where the purpose is to organise lessons outside the LuxRepetitor Platform.

7.4. All communication between the Student and the Tutor concerning the booking, rescheduling, cancellation and other administrative aspects of lessons organised through LuxRepetitor must take place through the LuxRepetitor Platform.

7.5. The Platform does not assess or control the content of the individual teaching service. The Tutor is responsible for their teaching methodology, the quality of explanations and the provision of the teaching service.

7.6. The obligations set out in this Section apply throughout the period during which the Tutor uses the Platform and for 12 months after the Tutor’s account is closed, to the extent permitted by applicable law.

7.7. If a breach of this Section is identified, LuxRepetitor has the right to suspend or terminate the Tutor’s account. Any unpaid amounts due to the Tutor will be dealt with in accordance with this Agreement and applicable law.

7.8. If a student or their legal representative proposes continuing lessons outside the LuxRepetitor Platform, the Tutor must refuse such a proposal and immediately inform the LuxRepetitor administration.

7.9. The Tutor confirms that they act as an independent service provider and are not an employee of MB “Luxagente”, a partner within the meaning of employment law or a representative of MB “Luxagente”.

8.1. All intellectual property rights in and to the LuxRepetitor Platform, including its software, design, logos, trade marks, functionality, artificial intelligence solutions, databases and other intellectual property of the Platform, belong to MB “Luxagente” or its lawful licensors.

8.2. The Tutor retains copyright and other intellectual property rights in teaching materials independently created by the Tutor and uploaded to the Platform.

8.3. By uploading their own teaching materials to the Platform, the Tutor grants the Platform a non-exclusive and royalty-free right to store, technically process, analyse, display and otherwise use such materials to the extent necessary for the operation of the Platform, the organisation of specific lessons, the provision of teaching services and the operation of the Platform functions selected by the Tutor. Ownership rights or copyright in such Tutor materials are not transferred to the Platform.

8.4. When using the Platform’s functions, the Tutor may upload learning or teaching materials, including materials created by the Tutor, extracts from textbooks, assignments, documents or other educational content, in order to use the Platform, the AI Tutor or other learning functions. The Platform does not review or control in advance the content of all materials uploaded by the Tutor.

8.5. The Tutor is responsible for ensuring that they have the right to upload and use the materials they provide in the intended manner and to the intended extent and that such use does not infringe any third party’s copyright, licence rights, trade marks or other intellectual property rights. Uploading materials to the Platform does not, in itself, grant the Tutor, the Platform or other Users any ownership or other intellectual property rights in materials created by third parties.

8.6. Third-party educational materials uploaded by the Tutor to the Platform, including textbooks or extracts from textbooks, assignments, documents and other copyright-protected content, may be technically stored, processed and analysed to the extent necessary to provide the Platform and AI Tutor functions selected by the Tutor or the relevant User. Uploading such materials does not, in itself, grant the Platform the right to include them in the Platform’s general knowledge or learning database, use them to provide AI Tutor responses to unrelated Users, or use them to train or improve artificial intelligence models. Any such broader use is permitted only where the Platform has the necessary rights, licence or other lawful basis under applicable law.

8.7. Teaching materials independently created by the Tutor may be used in the Platform’s general knowledge database, for AI Tutor functions, for training or improving artificial intelligence systems, or for providing services to other Platform Users only to the extent that the Platform has the appropriate rights or another lawful basis permitted under applicable law. Where the Tutor’s consent or separate permission is required for such use, the materials will be used for such purposes only after such consent or permission has been obtained.

8.8. If materials uploaded by the Tutor contain personal data, the Tutor must ensure that they have a lawful basis for providing such data to the Platform. The Platform processes such personal data in accordance with its Privacy Policy and applicable data protection laws.

8.9. The Tutor is prohibited from using the Platform for the systematic or unlawful copying, distribution, publication or other use of copyright-protected works in a manner that infringes the intellectual property rights of third parties. Upon receiving substantiated information about a potential infringement, the Platform may restrict access to the relevant materials, remove them or take other lawful measures.

8.10. Without the prior written consent of LuxRepetitor, the Tutor is prohibited from copying, distributing, selling, modifying, decompiling, reverse engineering or otherwise unlawfully using the LuxRepetitor Platform’s software, artificial intelligence solutions, databases or other intellectual property, except to the extent that such activities are expressly permitted by mandatory applicable law.

8.11. The Tutor is responsible for content uploaded to or provided through the Platform by the Tutor and for ensuring that its use complies with applicable law. This provision does not limit the Platform’s obligations or liability where such obligations or liability are imposed by mandatory provisions of applicable law.

8.12. The Tutor may participate in the LuxRepetitor Affiliate Programme in accordance with the separate terms and conditions of the Affiliate Programme.

9.1. Monitor the Tutor’s activities on the Platform and compliance with this Agreement.

9.2. Review student complaints and disputes relating to services provided by the Tutor through the Platform.

9.3. Request explanations from the Tutor regarding complaints received or potential breaches of the rules.

9.4. Temporarily suspend or terminate the Tutor’s account in the circumstances provided for in this Agreement.

9.5. Review and, where there is a lawful basis, restrict or remove information or materials uploaded by the Tutor if they infringe applicable law, third-party rights or the Platform’s rules.

9.6. Update the functionality of the Platform, its rules and service procedures, while informing Tutors in advance of material changes where such notification is required.

10.1. If a student believes that a lesson did not take place, was provided inadequately or that the Tutor breached this Agreement or the Platform’s rules, the student has the right to submit a dispute through the LuxRepetitor Platform.

10.2. The dispute must be submitted no later than 48 hours after the end of the lesson.

10.3. Once a dispute has been submitted, payment of the remuneration due to the Tutor may be temporarily withheld during the dispute review period until a final decision is made.

10.4. The LuxRepetitor administration may request that both parties provide additional information, explanations or other data relating to the dispute.

10.5. When resolving a dispute, LuxRepetitor may rely on:

lesson booking data;

login time logs;

CHAT correspondence;

10.6. After assessing the relevant circumstances, the LuxRepetitor administration will make a decision on the dispute within 10 working days, except where a longer review period is required for objective reasons.

10.7. If the dispute is found to be justified and the lesson did not take place or was provided inadequately due to a Tutor violation:

the full amount actually paid for the relevant lesson will be refunded to the Student;

10.8. If the dispute is found to be unfounded, the remuneration due to the Tutor will be paid in accordance with the applicable settlement procedure.

10.9. Repeated submission of clearly unfounded or false complaints may be treated as misuse of the Platform.

10.10. The decision of the LuxRepetitor administration regarding a dispute applies for the purposes of the Platform’s internal dispute resolution procedure and does not limit either party’s right to seek legal remedies in accordance with applicable law.

10.11. Principle of Fairness LuxRepetitor aims to ensure fair dispute resolution. Neither the Student nor the Tutor is considered at fault solely because a complaint has been submitted. Each case is assessed individually on the basis of available objective data and explanations provided by the parties.

11.1. The Platform processes the personal data of Tutors and students in accordance with the General Data Protection Regulation (GDPR), applicable laws of the Republic of Lithuania and the Platform’s Privacy Policy.

11.2. The Tutor agrees to use students’ personal data obtained through the Platform only to the extent necessary for organising and conducting the relevant lessons.

11.3. The Tutor agrees not to disclose confidential information concerning students or their legal representatives to third parties without a lawful basis.

11.4. The Tutor is prohibited from copying, storing or using students’ personal data for unrelated purposes without an appropriate lawful basis.

11.5. Where the Tutor voluntarily connects a Google Calendar account, personal data and authorisation data required for the integration are processed in accordance with the Platform’s Privacy Policy and the permissions granted by the Tutor through Google. The Tutor may disable or disconnect the Google Calendar integration at any time.

12.1. This Agreement takes effect from the moment the Tutor accepts it when registering on the LuxRepetitor Platform.

12.2. The Tutor may initiate deletion of their account through the Platform by selecting “Account” → “Security” → “Delete account”. Certain data may continue to be retained after account deletion where retention is required or otherwise lawfully permitted under applicable law.

12.3. The Platform may temporarily suspend or terminate the Tutor’s account where the Tutor breaches this Agreement or the Platform’s rules. In the case of a serious or repeated breach, fraud, unlawful activity, circumvention of the Platform or conduct that may cause material harm to the Platform or its users, the Platform may suspend or terminate the Tutor’s account immediately.

12.4. Termination of this Agreement does not release either party from obligations arising before termination which, by their nature, continue to apply.

13.1. The Platform has the right to amend or supplement this Agreement. Tutors will be informed of material changes through the Platform or by email.

13.2. If any provision of this Agreement becomes invalid or unenforceable, this will not affect the validity of the remaining provisions.

13.3. All disputes shall first be resolved through negotiation. If no agreement can be reached, disputes shall be resolved in accordance with the applicable laws of the Republic of Lithuania.

13.4. This Agreement is governed by the laws of the Republic of Lithuania.

13.5. By accepting this Agreement, the Tutor confirms that they have read it, understood it and agree to all of its terms.