INDEPENDENT CONTRACT SERVICE AGREEMENT of Home-based Consultants

THIS SERVICE AGREEMENT is made on _____________

BETWEEN

1. _______________ of synchronous distance learning services located at his or her current place of business or residence at _______________________________________________(“PROVIDER”); and

2. Languages54 Ltd, a company registered under the laws of the United Kingdom, having its principal place of business at 67 Exmoor House, Clydesdale Way, DA17 6FB ("Lingua54").

PREAMBLE

WHEREAS PROVIDER agrees to provide synchronous distance learning services to Lingua54 using e-learning platforms as specified by Lingua54;

AND WHEREAS PROVIDER is an independent provider able and willing to provide synchronous distance learning services;

AND WHEREAS the parties have reached an agreement as to the aforesaid and wish to record the same in writing.

NOW WHEREAS it is agreed as follows:

1. Definitions

In this Service Agreement the following expressions shall bear the meanings assigned to them below:

1.1 "Communication Center" means Lingua54's internal messaging center;

1.2 "Confidential Information" shall include, but not limited to, all data, materials, documents, records, products, technology, computer programs, specifications, manuals, business plans, elearning platforms, system, interface, software, marketing plans, reward projects, bonus policies, financial information, clients, customers, login ID and password provided by the Group and any other information disclosed or submitted, orally, in writing, or by any other media, to PROVIDER by the Group;

1.3 "Group" means Lingua54, its holding company, its subsidiaries, affiliates and its associated companies;

1.4 "No-Show" means the unavailability by PROVIDER at the start of a Session or cancellation within 30 minutes before the starting of a Session. For avoidance of doubt, the situation if PROVIDER doesn't log in the class room 3 minutes before the starting of the Session would be considered as "no show".

1.5 "Session" means the online English lesson provided by PROVIDER to the clients. A Session may be:

(a) "Regular Session": a 45-minute long Session; one PROVIDER with a maximum of 7 clients; and

(b) "1 on 1 Special Session": a 30-minute long Session; one PROVIDER with one client; request by client;and

(c) "Demo Session": a 10-minute long lesson one; one PROVIDER with one client; for client's free experience.

(d) Other session designed and announced by Lingua54 from time to time.

1.6 "Cancellation" means the request of cancelling a scheduled session submitted via Lingua54's Session Cancellation System.

1.7 "Session Cancellation System" means Lingua54's internal system which enables PROVIDER to cancel a Session previously booked;

1.8 "Session hour" means session(s) taught by PROVIDER within one hour, regardless of its/their duration. For example, and without limitation:

(a) two 30-Minute Sessions taught within one hour are considered as "1 session hour";

(b) one 45-Minute Session taught within one hour is considered as "1 session hour";

(c) one Regular Session taught within one hour is considered as "1 session hour";

(d) one Special 1 one 1 Session taught within one hour is considered as "1 session hour"

(e) one to three Demo sessions taught within one hour are considered as "1 session hour"

1.9 "TutorChat" means Lingua54's internal live messenger;

1.10 The use of the word "including" followed by a specific example shall not be construed as limiting the meaning of the general wording preceding it and the ejusdem generis rule shall not be applied in the interpretation of such general wording or such specific examples.

2. Scope of Work and Guidelines

2.1 PROVIDER shall provide synchronous distance learning services to Lingua54 based on the following terms and conditions:

2.1.1 Login ID and password provided by the Group for the services described herein shall not be shared to any other party by PROVIDER.

2.1.2 PROVIDER shall only use lesson plans from the e-learning platforms specified by Lingua54. No other lesson materials shall be used without the prior permission of Lingua54. Every Session must have a lesson plan uploaded to the corresponding e-learning platform.

2.1.3 PROVIDER shall maintain high levels of ethical behavior and professionalism at all times during a Session. Language, content and discussion topics shall not be construed as being profane or offensive in any way. Any evidence of such behavior or improper conduct shall result in immediate termination of services provided by PROVIDER.

2.1.4 PROVIDER shall adhere to login protocols and log into TutorChat as well as enter the Session room corresponding with his or her schedule a minimum of ten (7) minutes (for 45-Minute Session) / three (3) minutes (for 30-Minute Session) prior to the Session start time. Lingua54 reserves the right to cancel the Session if PROVIDER does not login on time and PROVIDER will not be paid for such Session. Failure to comply with log in protocols may result in a record of tardiness, absence or No Show. PROVIDER may be blocked from teaching if considered tardy or absent.

2.1.5 Lingua54 shall provide online assessment tools for PROVIDER to evaluate his or her readiness prior to the start of every Session. Failure to use all of the tools available to PROVIDER will result in PROVIDER being solely responsible for all issues related to providing services on Lingua54's e-learning platform.

2.1.6 No visual and/or audio distractions shall be seen and/or heard by the client during or before a Session. Audio distractions include, but not limited to, noises from children or other people, telecommunication devices, any other sound that can be heard by the client that are not part of the Session. Visual distractions include, but not limited to, a person or object behind or next to PROVIDER that is visible to the client through the e-learning platform.

2.1.7 PROVIDER is responsible for acquiring all necessary technical components required for providing the services, including but not limited to, web cam, headset microphone device, personal computers and/or software, lighting, and internet connection(s).

(a) Web cams, headphones and microphones shall be in working order at the start of a Session. PROVIDER shall be blocked from teaching if PROVIDER does not have an operational web cam at any time during or before the Session. Web cams shall be capable of displaying color at all times. To allow uninterrupted communication between PROVIDER and clients, Lingua54 shall test web cams and headsets prior to PROVIDER's first Session. PROVIDER agrees to use only tested devices to conduct his/her Sessions. Proper settings include, but not limited to, the following: proper audio volume for PROVIDER to listen to, proper volume for the headset microphone device. Headset microphone devices must be capable of delivering clear and quality audio without static or other types of interference.

(b) Personal computer(s) and software(s) used to provide the services to Lingua54 shall be free from viruses and/or other system errors that may result in interruption of the services by PROVIDER.

(c) Lighting shall be bright enough for the client to see and view PROVIDER's face clearly. The lighting shall be of natural color and not distort or discolor the natural look of the video image.

(d) Internet connection of PROVIDER shall meet or exceed the most current requirement set forth by Lingua54 to avoid degradation in Session quality and to allow uninterrupted communication between PROVIDER and client.

2.1.8 In the event that Lingua54 experiences technical issues that prohibit PROVIDER from conducting Sessions regularly, PROVIDER shall stand by and await instructions from Lingua54 in both the Session room and TutorChat.

2.1.9 PROVIDER understands that he/she is free to select those times PROVIDER wishes to be available to conduct his/her Sessions. However, to avoid conflicts with Lingua54's internal logistics, PROVIDER agrees to inform Lingua54 of his/her availability and make reservation for Sessions at least twenty-four (24) hours before the start of such Sessions. PROVIDER further agrees to confirm the Session at least four (4) hours prior to the start of the scheduled Session.

2.1.10 If PROVIDER is not available to teach a Session that PROVIDER has previously reserved, PROVIDER shall inform Lingua54 by using Lingua54's Session Cancellation System a minimum of four (4) hours prior to the start of the Session that PROVIDER is requesting to cancel. PROVIDER shall be considered absent if he or she fails to notify Lingua54 of his or her inability to conduct a scheduled Session as described in this clause.

2.1.11 PROVIDER is considered absent under any of the following conditions:

(a) PROVIDER does not teach the scheduled Session.

(b) PROVIDER fails to properly notify Lingua54 of his or her inability to teach a scheduled session in time as described in clause 2.1.10 above.

2.1.12 PROVIDER shall fill out a Session report at the end of every Session within a period of twenty-four (24) hours. Each Session report shall reflect an accurate account in the form of feedback of in-session activities. Failure to fill out the Session report or failure to comply with the Session report deadline shall result in forfeiture of payment for the Session and render PROVIDER liable for further penalties.

2.1.13 Clients who attend a Session are asked to rate each PROVIDER. Lingua54 has a rating threshold that PROVIDER shall maintain to continue conducting Sessions. Unless otherwise required by special projects made available by Lingua54 from time to time, PROVIDER shall:

(a) maintain a weekly average of 9.0 rating.

(b) have an average of no more than one (1) direct complaint per one hundred twenty five (125) clients about the Session quality of PROVIDER.

Failure to maintain the specified standards shall result in the removal of PROVIDER from the elearning platform(s) and/or in the termination of this Service Agreement.

2.1.14 All online Sessions shall be recorded by Lingua54 for quality control and business purposes. Any disputes concerning Session activities or the lack thereof shall be resolved through review of the recorded Session. Online Session recordings are considered proprietary, and may be used for promotional activities at the sole discretion of Lingua54. All photographs, audio records, video images, teaching materials and/or advertisements in which PROVIDER participates in or produces for teaching, commercial, marketing or other purposes, remain the property of Lingua54 with Lingua54 owning the intellectual property rights thereto. After PROVIDER ceases to provide services for Lingua54 for any reason, Lingua54 shall retain the intellectual property rights to use the said photographs, audio records, video images, teaching materials and/or advertisements.

2.1.15 For client's understanding and acknowledgement of the qualification and professionalism of Service Provider, Service Provider agrees that Lingua54 may provide to Lingua54's Clients or public all or part of Service Provider's personal data, such as name, nationality, degree, teaching experience and so on.

2.2 Failure to comply with any of the above guidelines in this clause 2 will result in the termination of this Service Agreement.

2.3 PROVIDER's behavior is expected to reflect the professional nature of Lingua54 for the whole duration of this Agreement. Should PROVIDER be deemed unprofessional by Lingua54, Lingua54 may terminate this Agreement immediately. Whether PROVIDER's behavior is unprofessional is in the reasonable discretion of Lingua54.

2.4 Detailed information on Lingua54 company's guidelines is to be found in Annex A attached hereto. Lingua54 may, at any time, and at its discretion, modify the provisions of the aforementioned Annex A. Any such modification will be effective either immediately upon public posting or as specified in each modification, as the case may be. The Service Provider's continued use of the Lingua54's e-platform and his/her delivery of teaching services following any such modification constitutes acceptance of the modified provisions. Should the Service Provider disagree with any part of the modified provisions, then the Service Provider may terminate this Service Agreement by giving thirty (30) days' written notice to Lingua54.

2.5 PROVIDER should inform Lingua54 for any change related to PROVIDER's personal data and information within 24 hours after the change. PROVIDER's personal data and information includes but not being limited to the name, nationality, contact address, contact number and/or highest degree. Notwithstanding the foregoing, for the purpose of maintaining the stability of internet connection and teaching quality, PROVIDER should notify Lingua54 for any location change at least 24 hour prior. If PROVIDER fails to inform Lingua54, Lingua54 has the right to temporarily deactivate PROVIDER's account until a reviewing or an IT test had been conducted.

3. Payment Terms and Procedures

3.1 Lingua54 shall pay PROVIDER for Sessions taught and completed in accordance with the terms under this Service Agreement.After the estimation and consideration of the degree, nationality, professional certificates and teaching experiences which PROVIDER provided, attached or fulfill on its profile, the prices and bonuses are stated in Annex B attached hereto.Notwithstanding the foregoing, PROVIDER acknowledges and agrees that Lingua54 has the right to deduct part of, or the entire month's pay, if PROVIDER is guilty of any misconduct or inappropriate and/or unprofessional behavior in Lingua54's reasonable discretion.

3.2 Only Sessions taught and completed shall be paid.A Session taught and completed shall be defined as follows:

3.2.1 PROVIDER is neither tardy nor absent.

3.2.2 PROVIDER teaches during the entire duration of the Session.

3.2.3 PROVIDER waits in the Session room and is on TutorChat for the entire duration of the Session before exiting in the event scheduled clients fail to log into the Session.

3.2.4 PROVIDER remains seated at the computer with headphones on during the entire duration of a scheduled Session.

3.2.5 PROVIDER opens the Session room according to the Clause 2.1.4 of this Agreement.

3.2.6 PROVIDER must ensure the progress report is completed within twenty-four (24) hours after the Session is over. "Completed" requires that PROVIDER to enter comments pertaining to each attending client, or, in the event a client does not attend a scheduled Session, click "Missed" for that client.

3.3 Lingua54 is not responsible for any fees charged by any financial institution used by PROVIDER to receive payments.

3.4 Lingua54 shall act as fiduciary for withholding applicable government taxes associated with remittances made by Lingua54 to PROVIDER.

3.5 Lingua54 will remit the amount payable to PROVIDER on the 10th of the month following the month in which the Sessions were taught.The day on which the remittance is deposited in PROVIDER's account depends on processing times of the financial institutions involved. Payment shall be made via wire transfer or other method as may be designated by Lingua54 from time to time.

3.6 If PROVIDER is a non - Great Britain resident, PROVIDER acknowledges and agrees that it is PROVIDER's own responsibility to report income tax in PROVIDER's home country or country of residence.In addition, if PROVIDER resides in Great Britain for an aggregate of 60 days or more during a taxable year, PROVIDER shall notify Lingua54 in writing within seven(7) days of exceeding the aforementioned 60 days and shall provide Lingua54 with all information necessary for Lingua54 to file any tax forms as may be required by the Great Britain Government.

3.7 If PROVIDER has relocated to Great Britain after signing this Service Agreement and s / he holds a Great Britain working visa, PROVIDER shall notify Lingua54 in writing within seven(7) days of such relocation and shall provide Lingua54 with all information necessary for Lingua54 to file any tax forms as may be required by the Great Britain Government.

4. Term and Termination

4.1 This Service Agreement shall become effective on the date first written above for the duration of a one(1) year term after which it shall renew automatically every year unless terminated under the conditions set forth below.

4.2 This Service Agreement may be terminated by Lingua54 without cause at any time by giving seven(7) days' prior written notice to PROVIDER. In addition, Lingua54 may terminate this Service Agreement with immediate effect by giving a written notice to PROVIDER if PROVIDER violates any terms, Guidelines, Annex and Addendum of this Service Agreement. Lingua54 shall have the sole discretion in determining such violation by PROVIDER.

4.3 If PROVIDER is deemed by Lingua54 to be unfit to continue or finish training, this Service Agreement will be terminated. Furthermore, PROVIDER will be deemed unfit to continue training if he or she does not establish direct communication with Lingua54 within a span of ten(10) consecutive days during PROVIDER's training period.

4.4 If PROVIDER does not have an accredited TESOL certificate(or its equivalent if approved by Lingua54), he or she must obtain it within a period of ninety(90) days from the execution of this Service Agreement. Failure to do so shall result in the termination of this Service Agreement by Lingua54.

4.5 If PROVIDER wants to terminate his or her services with Lingua54, he or she must give a formal written notice two(2) weeks prior to the intended termination date.Failure to do so could result in Lingua54 withholding the payment of PROVIDER.

4.6 PROVIDER represents and warrants to and undertakes with Lingua54 that the information and documents provided by PROVIDER, including but limited to the profile, ID and certificates, are true and correct in all respects.If Lingua54 has good reason to believe that the information or documents provided by PROVIDER is false or counterfeit, Lingua54 has the right to terminate this Service Agreement immediately and withhold all due payment.The PROVIDER shall refund all the fees paid by Lingua54 for the service provided and be liable to pay Lingua54 ten(10) times of service fee as punitive damages.In addition, Lingua54 reserves the right to take legal action against the PROVIDER.

5. Confidential Information

5.1 Lingua54 proposes to disclose certain Confidential Information to PROVIDER.

5.2 PROVIDER agrees that the Confidential Information is to be considered confidential and proprietary to Lingua54, and PROVIDER shall hold the same in confidence and shall not use the Confidential Information other than for the purposes of its business with Lingua54.PROVIDER will not disclose, publish or otherwise reveal any of the Confidential Information received from Lingua54 to any other party except with the specific prior written authorization of Lingua54.

6. Conflict of Interest

6.1 Lingua54 acknowledges that PROVIDER may offer his / her services to third parties while providing services to Lingua54, but PROVIDER agrees to disclose any and all other online language services he / she provides which may be similar to those provided to Lingua54. Lingua54 reserves the right to determine whether PROVIDER's additional provision of services constitutes conflict of interest and/or, in the absence of full disclosure, may terminate this Service Agreement immediately.

6.2 PROVIDER acknowledges that the clients attend Lingua54's online Sessions because they have purchased that time as a direct result of the marketing efforts of Lingua54. PROVIDER agrees that all contact with current Lingua54 clients will therefore be limited to authorized, scheduled Sessions using the Lingua54 interface. PROVIDER also agrees that, during the term of this Service Agreement, he or she will not use any means whatsoever to convince, entice or otherwise communicate with Lingua54 clients for the purposes of providing services similar to those provided by Lingua54. PROVIDER agrees to indemnify Lingua54 for any and all claims, losses and damages arising out the violation of this provision.

7. Governing Law and Equitable Relief

This Service Agreement shall be governed by and construed in accordance with the laws of United Kingdom of Great Britain and Northern Ireland. Lingua54 and PROVIDER agree to submit to the exclusive jurisdiction of the United Kingdom of Great Britain courts in respect to any dispute arising from this Service Agreement.PROVIDER agrees that in the event of any breach or threatened breach by PROVIDER, Lingua54 may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Lingua54 against such breach or threatened breach.

8. Final Agreement and Amendments

8.1 This Service Agreement terminates and supersedes all prior understanding and agreements on the subject matter hereof.

8.2 Lingua54 has the right to modify the provisions of this Service Agreement, its policies, guidelines and / or type of sessions at any time, and at its discretion.Any such modification will be effective either immediately upon public posting or as specified in each modification, as the case may be. PROVIDER's continued use of the Lingua54's e - platform and his / her delivery of teaching services following any such modification constitutes acceptance of the modified provisions.Should PROVIDER disagree with any part of the modified provisions, then PROVIDER may terminate this Service Agreement by giving thirty(30) days' written notice to Lingua54.

9. Severability

If any provision of this Service Agreement or a clause hereof is determined to be illegal or unenforceable by any court of law or any competent governmental or other authority, the remaining provisions within that clause and the remainder of this Service Agreement shall be severable and enforceable in accordance with their terms, so long as this Service Agreement, without such terms or provisions, does not fail its essential purpose.The parties shall negotiate in good faith to replace any such illegal or unenforceable provisions with suitable substitute provisions which will maintain as far as possible the purposes and the effect of this Service Agreement.

10. Force Majeure

Neither party to this Service Agreement shall be deemed to be in breach of this Service Agreement or otherwise liable to the other as a result of any delay or failure in the performance of its obligations hereunder if and to the extent that such delay or failure is caused by any force majeure and the time for performance of the relevant obligation(s) shall be extended accordingly.

11. Independent Contractor Status

11.1 The parties acknowledge and agree that this Service Agreement is between two co - equal, independent business enterprises.The parties intend this Service Agreement to create the relationship of principal and independent contractor and not that of employer and employee.The parties are not employees, agents, joint venturers, or partners of each other for any purpose.

11.2 The parties further acknowledge and agree that those provisions of this Service Agreement reserving ultimate authority in Lingua54 have been inserted solely for the safety of clients and other service providers using the e - learning platform or to achieve compliance with applicable laws, regulations and interpretations thereof.

12. Notices

Any notice required by this Service Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by email to the following addresses:

Lingua54

Email: [email protected]

PROVIDER

Email:

IN WITNESS WHEREOF, the parties have executed this Service Agreement as of the date first above written.

ANNEX A

Company Guidelines

In order to provide top notch professional services to clients, there are certain guidelines

PROVIDER must take special note of.Observance and attention to all the following guidelines will ensure that the services Lingua54 and PROVIDER offer are of the highest quality.Failure to adhere to these guidelines may result in the immediate termination of this Service Agreement.

1. Training - PROVIDER shall receive technical training prior to the PROVIDER's first Session. The training shall include:

(a) Training to navigate PROVIDER's user account and its capabilities.

(b) Training of the usage of Lingua54's e-learning platform and its capabilities.

(c) Training of protocols for emergencies technical or otherwise.

(d) Training of protocols regarding booking and requesting time off from a Session.

(e) If PROVIDER is deemed to be unfit to continue or complete the training, this Service Agreement will be terminated; Provider will be deemed unfit to continue training if he or she does not establish direct communication with respective training personnel within a span of ten(10) consecutive days during PROVIDER's training period.

2. Attendance - Being punctual and reliable reflects the professional nature of Lingua54 and PROVIDER and extends respect to the client(s).PROVIDER is required to log into TutorChat for communication purposes.Therefore, No Show or Cancellation within one hour before the start of the Sessions are not permitted and will result in the following consequence:

(a) If PROVIDER fails to notify and request approval from Lingua54 regarding cancellations, this shall result in a No Show.If PROVIDER has six(6) No Shows within a period of six(6) months, this Service Agreement shall be terminated.

(b) Once a No - Show record occurs, the next 24 hours of sessions will be cancelled after a no - show.

(c) If PROVIDER has six(6) records of cancellation within one hour before the starting of a Session within a period of six(6) months, this Service Agreement shall be terminated.

(d) If PROVIDER was recorded a No Show in a particular Session, Lingua54 shall have the right to deduct one unit price per type Session for such Session from the amount to be remitted to PROVIDER for that month.

(e) If PROVIDER was recorded a cancellation between fifteen minutes and one hour before the starting of a Session, Lingua54 shall have the right to deduct 50 % of one unit price per type Session for such Session from the amount to be remitted to PROVIDER for that month.

PROVIDER can use the following Free Pass policy with relevant evidence to appeal for bed records of attendance three:

Reason for Free Pass Free Pass Quota
Technical relevant Issue(system update, browser...etc.) 1 per month
Power Outage 1 per 3 months
Personal Emergency 1 per 6 months
scheduling N/A

Any cancellation or absence(appealed or not) will still deprive PROVIDER of the full - participation bonus, the other regulation, limitation and the user guide for Free Pass application and system can be found on the consultant portal page[Consultant > Absence System > User Guide].

3. Behavior - PROVIDER's behavior is expected to reflect the professional nature of Lingua54 and give clients the quality of instruction and attention they expect in the Session. For the Session, the client should have PROVIDER's undivided attention.The following are NOT permitted in any Session at any time and could result in immediate termination of services performed by PROVIDER:

(a) Eating or chewing gum

(b) Drinking alcoholic beverages

(c) Smoking

(d) Speaking on a home phone, cell phone, or participating in any other activity not related to instructing the client

(e) Refusing to teach the content of the lesson plan despite client's request

(f) Compromising the quality of the Session by stating that lesson plan content is incorrect, unimportant, irrelevant, etc.

(g) Not wearing proper professional attire when in front of the camera before, during or after the Session(for more information on proper attire, please refer to the Dress & Grooming video in the training portal)

(h) Swearing or using any type of profanity or speech that could be considered offensive

(i) Any discussion of religion, sex, politics, or any other controversial topic not DIRECTLY related to the lesson plan

(j) Any other conducts that could reasonably be deemed unprofessional by Lingua54

4. Time management - Clients are entitled to a full Session in accordance with the following provisions:

(a) For Regular Session or 1 on 1 Special Session, clients are entitled to a full thirty (30) - minute Session. PROVIDER should for no reason cut the Regular Session short or deprive the client of their full Regular Session time.If PROVIDER intentionally ends a class earlier, PROVIDER could forfeit his / her pay for that class.

(b) For 45 - Minute Session, clients are entitled to a full forty-five (45) - minute Session. PROVIDER should for no reason cut the Session short or deprive the client of their full 25 - Minute Session time.If PROVIDER intentionally ends a class earlier, PROVIDER could forfeit his / her pay for that class.

(c) Irrespective of the type of Session, the Session room should remain open for the entire duration of the Session, even if the student does not attend.

5. Appearance and setting - The appearance of the Session is to reflect the professional nature and quality of the service Lingua54 and PROVIDER offer to clients.

(a) The background of the Session(visible area behind PROVIDER) should be a simple wall or drape that is light in color and located in a brightly lit environment.

(b) Curtains that will move or shift, patterns, or dark colors are not permitted.

(c) There should be nothing else visible behind PROVIDER which could distract the client, including artwork, people walking behind PROVIDER, windows, views of PROVIDER's environment, other distractions, etc..

6. Sound - There should be no ambient noise or other sounds that could distract the client or detract from the quality of the Session.The client should enjoy a Session free of PROVIDER's background noise, including pets, people, telephones, music, or other distracting sounds.

7. Video and Audio - Lingua54 offers a unique, live, online teaching environment, and the client expects to be able to see and hear PROVIDER clearly.

(a) Pausing the video / muting the audio - If PROVIDER needs to sneeze, cough, take a sip of water, or anything else unavoidable and potentially distracting in the Session, PROVIDER should pause the video and / or mute the audio(whichever is applicable) for no more than thirty(30) seconds.If PROVIDER pauses the video or mutes the audio for more than one(1) minute, PROVIDER is subject to a warning letter.

8. Professionalism and Personal information - PROVIDER shall, under no circumstances exchange personal information of any kind with the client for any reason.

(a) This includes giving out PROVIDER's personal information or accepting personal information from the client;

(b) Personal information includes, but not limited to, email addresses, telephone numbers, websites, Facebook or other social networking accounts, addresses, or communication of any kind.

9. Respect - Lingua54 is committed to providing a workplace free of sexual, hostile, violent, unprofessional behavior as well as other unlawful harassment based upon race, color, religion, sex, national origin, ancestry, age, medical condition, citizenship, disability, marital status, or sexual orientation. Any sexual, hostile, violent, unprofessional behavior, or unlawful harassment, including but not limited to any communication on any Lingua54 platforms or chat app towards clients and staff members could immediately result in account termination.

ANNEX B

Payment Procedures and Terms

1. 45 - Minute Session

1.1 PROVIDER and Lingua54 have mutually agreed that the set unit price per 45 min Session taught shall be GBP 8

1.2 Lingua54 offers a bonus payment per Session based on the number of students in class. A Bonus of GBP 1 is earned on each extra client that stays till the end of the class.

2. 30-Minute Session

If PROVIDER meets the criteria to, and was appointed by Lingua54 to, conduct 25-minute sessions, then the payment per 30-minute Session taught shall be GBP 4.

3. To reward PROVIDER's full attendance in given month, Lingua54 offers a bonus payment of GBP 1.00 per Session. The full attendance means there is no any record of no show, cancellation, tardiness, absence or any other abnormal situation in given month.

4. For further award, once the sessions taught by PROVIDER exceeds 50 per 45-minute Session in given month, PROVIDER will get an extra bonus of GBP 1.00 per Session in given month.

5. If PROVIDER meets the criteria to, and was appointed by Lingua54 to, conduct other session type, the compensation should be deal by the Parties, restricted by an official addendum issued by Lingua54.