1. Application:

These (“T&Cs”) as set out below shall apply to teachers and education centers subscribing with (“Subscribers”) where applicable and shall be read in conjunction with the teaching agreement. In the event of conflict between these T&Cs and the teaching agreement, any other agreement signed between the parties, or any other terms and conditions, these T&Cs shall prevail unless expressly otherwise agreed in writing between the parties.

2. Definitions:

“Agreement/this Agreement”: means the teaching agreement and the T&Cs collectively.

“Business Day”: means a day (other than a Friday or Saturday) on which banks are open for business in Qatar.

“Commission and Fees”: A percentage of the Total booking Value charged to the Subscriber for the booked lessons on the Platform by the students (“website users”) in return for each of the services provided and/or made available on the website, as defined and outlined in the teaching agreement, including but not limited to the PSP charges and fees, Mr. Intelligence's commission, and any other fees. Such Commission and Fees shall be agreed upon as set forth and outlined in the teaching agreement.

“Confidential Information” means any information of a confidential or proprietary nature in relation to the Disclosing Party, including without limitation, details of its business methods, the identity of any of its clients, students or suppliers, its pricing structure or margins, any financial or technical information or and information related to Mr. Intelligence business.

“Student/s”: means the user of who uses it to get learning services.

“Electronic Payment/s”: All online payment methods as made available to the Customer on Mr. Intelligence's Platforms operated by any Payment Services Provider at Mr. Intelligence sole discretion.

“teaching agreement”: means the Agreement signed by and between the Subscriber and Mr. Intelligence in which the Subscriber's subscription, services, and the payable fees, and in which the Subscriber agrees to be bound by these T&Cs.

"Partial Refund”: means whenever a student gets a partial refund of a booking price due to -for instance- not providing full requested services or any other factors that resulting in the requested are not complete.

“Party” means either Mr. Intelligence or the Subscriber.

“Parties”: means Mr. Intelligence and the Subscriber collectively.

“Payment Service Provider” “PSP”: means the third-party payment service providers hired by Mr. Intelligence to enable the Electronic Payment on Mr. Intelligence's Platforms. (Fees apply)

“Registration Fees”: If agreed in the TEACHING AGREEMENT, a one-time fee payable by the Subscriber to Mr. Intelligence to register and sign up on Mr. Intelligence's Platforms, collected upon the date of subscription as specified in the TEACHING AGREEMENT.

“Subscriber”: means you as a teacher, or learning center as described in the TEACHING AGREEMENT.

“Mr. Intelligence”: means Mr. Intelligence Trading WLL

“Mr. Intelligence T&Cs”: Means these terms and conditions as set out below

“Mr. Intelligence's Platforms”: means Mr. Intelligence's website and/or its Mobile Application, and/or any online portal used to perform the Agreement.

3. Introduction:

3.1. Mr. Intelligence, through its Platform, provides one or more of the services as defined herein to its Subscribers and as agreed upon in the TEACHING AGREEMENT subject to the provisions of this Agreement.

3.2. The Parties may agree from time to time on additional services to be provided by Mr. Intelligence to the Subscriber, such additional services agreed upon in the TEACHING SERVICES or any other agreement shall be governed by these T&Cs, and the fees for such services, if any, shall be payable in accordance with Clause No.5 of these T&Cs, unless otherwise agreed between the Parties in a separate agreement.

4. Subscriber's Services List

4.1 The Subscriber and Mr. Intelligence shall jointly determine from time-to-time which items on the Subscriber's services list shall be available to the students on Mr. Intelligence's Platforms. Mr. Intelligence may give the Subscriber or its teachers direct access to enable them to modify or update their services list. if they do not have direct access to make any change to their list, the Subscriber shall in event it desires to make any changes give Mr. Intelligence not less than seven (7) days' prior written notice of such change. The Subscriber and its teachers shall at all times be entirely responsible and liable for the content of their services list, and Mr. Intelligence assumes no responsibility nor any liability whatsoever for any errors or omissions in the services list.

4.2 The Subscriber shall provide Mr. Intelligence with accurate information and photos on an ongoing basis as requested by Mr. Intelligence.

4.3 From time to time, the Subsriber may provide the students with special offers and discounts that will be available for the students who are booking via Mr. Intelligence's Website. The Subscriber shall inform Mr. Intelligence of such offers and discounts at least 72 hours before the start date of the mentioned offers.

5. Pricing and Fees

5.1 Prices of the Subscriber's services list charged by the Subscriber to the Students shall reflect the same pricing of such services charged on other platforms or any other medium. The Subscriber's services prices should be VAT amount inclusive, if applicable. The Subscriber shall always maintain competitive prices on Mr. Intelligence's Platforms.

5.2 Mr. Intelligence shall be entitled to receive the Registration Fees, and the Commission and Fees (As defined above) and as collectively set forth and/or outlined in the Teaching Agreement from the Subscriber for the services provided by Mr. Intelligence under this Agreement.

5.3 Upon subscription with Mr. Intelligence, the Subscriber authorizes Mr. Intelligence to (i) accept payment for booking orders on the Subscriber's behalf, (ii) collect all payments made by the Students for all booking made via Mr. Intelligence's Platform from the Subscriber (Electronic Payments) except where the booking price is collected by the Subscriber. In all ways, the Subscriber shall pay to Mr. Intelligence all applicable Commission and Fees specified in the teaching agreement.

5.4 Within five (5) business days following the end of each month, Mr. Intelligence shall send to the Subscriber a statement (the “Summary Report”) summarizing, for the relevant period, (i) the booking orders received from Students and passed to the Subscriber, and (ii) the services provided to the Students. The Summary Report shall also include the corresponding amount due to the Subscriber, less the applicable Commission and Fees, and/or bank charges, and any applicable fees as specified in the TEACHING AGREEMENT. The said fees shall in no way be affected by any dispute in relation to any Summary Report, invoice or payment. If the Subscriber disagrees with the Summary Report, the Subscriber shall notify Mr. Intelligence within five (5) Business Days from the date of sending the Summary Report (the “Review Period”) without prejudice to Mr. Intelligence's right to collect the payment. If no such objection notice is provided within the prescribed period, the Summary Report shall be deemed final and accepted by the Subscriber.

5.5 Mr Intelligence shall remit the net amount due to the Subscriber pursuant to clause 5.3 within seven (7) Business Days of the end of the Review Period by electronic bank transfer to the bank account indicated in the TEACHING AGREEMENT after deducting all Mr Intelligence's due Commission and Fees.

5.6 In the event the net amount, as stated above, to be remitted is in negative, as a result of the Commission and Fees exceed the Subscriber's collected amounts by Mr. Intelligence, the Subscriber shall pay the balance within seven (7) Business Days of the end of the Review Period. In case of non-payment or delay in the payment, MR. INTELLIGENCE shall have the right to stop or suspend all Services, until the receipt of all of its dues without prejudice to any other right to Mr. Intelligence by law.

5.7 Each Party is responsible for its own taxes (including any value added taxes “VAT”) and levies resulting from its activities under or in connection of this Agreement.

6. Booking Process

6.1 Mr. Intelligence shall transmit to the Subscriber the booking order received from the Student via the agreed transmit method within the agreed time period from receipt of the booking order.

6.2 The Subscriber shall either confirm the booking order or notify Mr. Intelligence that (i) the requested service cannot be fulfilled on time, or (ii) set another suitable time for providing the services in order to allow Talabat to inform the Customer of the same.

6.3 Mr. Intelligence shall not be liable or be held responsible for any delays or losses caused by the Subscriber's act, negligence from the Student or the Subscriber including but not limited to the Subscriber's refusal of booking order or the Student not attending to the specified location, or failure of providing the services for any reason.

6.4 The Subscriber shall use the best care, skill, and diligence and in accordance with best practice in the Subscriber 's industry, profession or trade to provide the services to Students.

6.5 The Subscriber shall satisfy any request for a refund or Partial Refund of any booking made by a Student where the Subscriber 's act or omission is the cause of the refund or reduction request. In the event that such a refund or Partial Refund is granted by the Subscriber, this shall not affect the Commission and Fees due to Mr. Intelligence , which shall be calculated on the full original amount of the booking (i.e., regardless of any refund or Partial Refund).

6.6. Mr. Intelligence shall be entitled to refund the Student in full, and pay the Student a reasonable compensation as may be determined by Mr. Intelligence at its sole discretion (“the Student Compensation”) in the event the Student cancels a booking due to the Subscriber's act, default, negligence or omission resulted in -for instance but without limitation to- a delayed service and the delay should be determined based on the service specified time, fault or negligence, etc. In such event, the Student Compensation, Commission and Fees and any other fees shall be charged and/ or invoiced to the Subscriber on a monthly basis subject to Clause No. 5 of these T&Cs.

7. Temporary Suspension of the Service

7.1 The services provided by Mr Intelligence to the Subscriber on its platform may be suspended until Subscriber's performance & service level are improved.

7.2 The event where a dispute arises between any third party and the Subscriber in relation to the use of the Subscriber's trademark, commercial name, or brand name. In such event Mr. Intelligence reserves the right to suspend the Subscriber's account(at its sole discretion) for a maximum period of 30 days or the date of a final verdict from the competent court (whichever is sooner). Should the dispute continue over the 30 days suspension period, Mr. Intelligence reserves the right to immediately terminate the Agreement (if Mr. Intelligence decides to at its sole discretion) without a further notice.

8. Confidentiality

8.1 During the term of the Agreement, and for a period of two (2) years thereafter, each Party (the “Recipient”) shall use all reasonable endeavors to procure that its staff keep confidential all Confidential Information received from the other party (the “Disclosing Party”). In doing so, the Recipient shall use at least the same degree of care it uses to keep its own information confidential, but in no event less than a reasonable degree of care.

8.2 The Recipient shall not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, and if the consent is granted by the Disclosing Party, the Recipient shall not use such Confidential Information for any other purpose than as contemplated by this Agreement.

8.3 The obligations under clauses 8.1 and 8.2 shall not apply to any information to the extent the Recipient can demonstrate by appropriate evidence that such information:

8.3.1 is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the Recipient;

8.3.2 was known to, or was otherwise in the possession of, the Recipient prior to the time of disclosure by the Disclosing Party or any of its affiliates;

8.3.3 is disclosed to the Recipient on a non-confidential basis by a third party who is entitled to disclose it without breaching any confidentiality obligation to the Disclosing Party; or

8.3.4 is independently developed by or on behalf of the Recipient, as evidenced by its written records, without reference to the Confidential Information disclosed by the Disclosing Party under this Agreement.

8.4 Nothing contained in this Agreement shall prevent the Recipient from disclosing any Confidential Information, or doing any act, pursuant to any order of a court of competent jurisdiction, or any requirement of law, order, regulation or ruling applicable to the Recipient, or any requirement or request of any applicable government department or agency, regulatory authority, provided that, so far as it is lawful and practical to do so prior to such disclosure, the Recipient shall promptly notify the Disclosing Party of such requirement or request with a view to providing the opportunity for the Disclosing Party to contest such disclosure or otherwise to agree the timing and content of such disclosure. The Recipient will disclose only that portion of the Confidential Information which is strictly required to be disclosed and endeavor to ensure that the persons to whom it is disclosed continue to observe its confidentiality.

8.5 The Recipient acknowledges and agrees that damages alone could not be an adequate remedy in the event of a breach of its obligations under this clause 8. Accordingly, it is agreed that the Disclosing Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this clause 8 by the Recipient, without prejudice to any other rights and remedies which the Disclosing Party may have.

9. Advertising

9.1 The Subscriber shall (a) display, immediately upon request by Mr. Intelligence, the marketing material of Mr. Intelligence; (B) advertise the service feature provided by Mr. Intelligence to its Students by booking through Mr. Intelligence and (c) place Mr. Intelligence logo on their online and off-online marketing tools as well as marketing campaigns

9.2 The Subscriber shall under no circumstances actively encourage Students who have placed a booking order to place future booking orders directly with the Subscriber.

9.3 The Subscriber, and/or its own employees, and/or any other party contract with the Subscriber, shall under no circumstances market, their own learning services nor other mediums, products, third party's branding or own offerings via Mr. Intelligence's services, platform, or any other Mr. Intelligence related function or product, including, but not limited to, printed collateral like flyers, and/or digital marketing via SMS, or data based messaging platforms to students through Mr. Intelligence, and Mr. Intelligence services.

10. software

10.1 To facilitate the booking process, Mr. Intelligence shall provide the Subscriber prior to the commencement date (as specified in the TEACHING AGREEMENT) with system access (the “Software”) which the Subscriber must use in a proper, workmanlike and professional manner for processing all booking orders passed by students. The Software is licensed to the Subscriber free of charge and on a non-exclusive basis for an initial term of twelve (12) months and any renewal term thereafter from the Commencement Date (unless the Agreement is terminated prior to the expiry of such period, in which case the license would expire concurrently with the termination of the Agreement).

10.2 The Software shall remain the property of Mr. Intelligence at all times. The Subscriber shall take reasonable care of the Software running on the Subscriber 's equipment (including embedded and operating software, together with any new releases, versions or updates of such software, and/or any replacement software). The Subscriber shall not copy, modify, reverse engineer or attempt to discover the source code of the Software except with Mr. Intelligence prior express written consent. Mr. Intelligence reserves the right to periodically update the Software on the Subscriber 's equipment.

10.3 The Subscriber shall provide its staff with such appropriate knowledge, training, and know-how in relation to operating and maintaining the Software in a diligent, competent, and careful manner as Mr. Intelligence shall reasonably require from time to time.

10.4 The Subscriber shall maintain the Software to ensure that booking orders can be received and processed. The Subscriber shall promptly inform Mr. Intelligence of any faults with, or damage to, the Software, and shall allow Mr. Intelligence access to the Subscriber at any time during normal opening hours to inspect, clean, repair, replace or remove the Software. Mr. Intelligence shall be entitled to make a reasonable charge for repairing or replacing any Software which is damaged due to the Subscriber willful misconduct or gross negligence, and such charges shall be deducted from the monies otherwise due to the Subscriber by Mr. Intelligence pursuant to clause 5 of this T&Cs.

11. Intellectual Property

11.1. The Subscriber, being duly authorized to do so, hereby grants to Mr. Intelligence a non-exclusive royalty free license for the term of the Agreement to use its logo and/or name for the purposes of clause 11.1 and as otherwise reasonably necessary in connection with the Agreement. The Subscriber shall, on request, supply to Mr. Intelligence such images or other artwork in order to enable Mr. Intelligence to accurately reproduce the Subscriber's logo on advertising materials.

11.2. Mr. Intelligence hereby grants to the Subscriber a revocable non-exclusive royalty free license for the term of the Agreement to use its logo and/or name and/or website address for the purposes of advertising the fact that Mr. Intelligence makes deliveries for the Subscriber. Mr. Intelligence shall on request supply the Subscriber such images or other artwork in order to enable the Subscriber to accurately reproduce Mr. Intelligence's logo in advertisement made in accordance with this clause 11.2 of this T&Cs.

11.3. The Subscriber shall be solely responsible for compliance with applicable IP laws, regulations, rules, standards, ownership, ownership safety, government related approvals. Mr. Intelligence shall not be held responsible for any non-compliance by the Subscriber with the foregoing, or any issue related to the usage of its logo with any third party.

11.4. The Subscriber hereby warrants that it is the sole owner of or controls and will have paid for and cleared for all copyright consents, releases, trademarks, logos, service marks, designs, slogans, title, artwork, music, graphics, computer generated material throughout the relevant territory in the Subscriber 's logo. The Subscriber hereby confirms that the Subscriber 's logo does not infringe the copyright, trademarks or any other rights of any third party throughout the relevant territory.

11.5. The Subscriber shall indemnify Mr. Intelligence in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by MR. INTELLIGENCE as a result of or in connection with any claim brought against Mr. Intelligence for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt and/or use of the Subscriber 's logo and/or name, and/or its trademark.

11.6. Except as provided in clauses 11.1 and 11.2, nothing in the Agreement shall cause either Party to acquire, or entitle the other Party to use, any intellectual property of the other Party. ownership in all intellectual property shall at all times remain the property of, and vested in, the Party licensing such intellectual property.

12. Termination

12.1. Either Party may terminate the Agreement by giving written notice to the other Party:

12.1.2. if the other Party commits any material breach of any of the provisions of the Agreement which is incapable of remedy or, if deemed capable of being remedied, continues unremedied for seven (7) days after receipt of written notice thereof.

12.2. Either Party may terminate this Agreement at any time and without cause by giving the other Party a thirty (30) day prior written notice.

12.3 Mr. Intelligence may terminate this Agreement anytime immediately by a written notice as it deems appropriate.

12.4. In the event of termination of the Agreement for any reason, each Party shall immediately cease to use the other Party's intellectual property (including the Software) and shall either return it to such Party or remove it from its equipment and confirm in writing such removal.

13. Compliance with laws

13.1. The Subscriber shall be solely responsible for the compliance with all the Qatar applicable laws, regulations , rules, and standards related to preparation, selling, marketing and safety of the orders and its components.

13.2. If the subscriber fails to comply with the laws or government authorities' regulations, decisions, circulars, notifications, instructions or letters, whether issued to the subscriber or Mr. Intelligence or related to the subscriber's business or Mr. Intelligence's business as notified by Mr. Intelligence, then Mr. Intelligence shall have the right to terminate the agreement in writing immediately without incurring any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the subscriber arising from or incident to Mr. Intelligence's exercise of its termination right.

14. Liability and indemnity

14.1. The Subscriber shall be responsible and liable for any claims against Mr. Intelligence from Students arising (directly or indirectly) from the description, quality, content or duration of services provided, or any damages caused as a result of the Subscriber's act, negligence, default or omission, including without limitation, allegations or claims: i) that the services do not correspond with the descriptions set out on the website or the applicable standards of learning services or required quality.

14.2 If Mr Intelligence determines that the Subscriber has engaged in any intentional harmful and/or fraudulent act, by way of collusion with a Student or otherwise, then Mr Intelligence shall have the right, but not the obligation, to immediately terminate this Agreement. In addition, the Subscriber shall fully indemnify Mr Intelligence from all losses, claims, damages, liabilities, and third-party suits (regardless of nomenclature) directly or indirectly resulting from such fraudulent act.

14.3. The Subscriber shall indemnify, defend and hold Mr. Intelligence harmless and all of its employees and authorized representatives, from and against any and all third party suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees costs and expenses of whatsoever kind or nature in any matter directly or indirectly occasioned, or contributed in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive of the Subscriber or of anyone acting under the Subscriber's direction or control on its behalf in connection with the performance of this Agreement.

14.4 Mr. Intelligence will make commercially reasonable efforts to provide a continuous uptime of its Services and Platform. However, Mr. Intelligence shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuous of any of it services or its software, payment system, or platform for whatsoever reason including but not limited to the permanent stoppage of its software or platform where such stoppage is a result of a court or any competent governmental body order, decision, or verdict for whatsoever reason, any technical problem, or closure by Mr. Intelligence due to ordinary or extraordinary event. The Subscriber, herein, exempt Mr. Intelligence from any liability, damage, loss, or the loss of profit or any other losses in relation to one or more of the aforementioned incidents.


15. Force Majeure

15.1. Neither Party shall be liable for any failure nor delay in performing their obligations under the Agreement, where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include but are not limited to: cyber piracy and unusual technical fault, power failure, Internet Service Provider failure, industrial action, civil unrest, strikes, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar event.

16. Notices

16.1. All notices under the Agreement shall be in writing and be deemed duly given:

16.1.1. on the same day when delivered, if delivered by hand during normal business hours of the recipient; or

16.1.2. on the second Business Day following mailing, if sent by post;

16.2. All notices under this Agreement shall be sent to the address or the e-mail address of each Party identified in the TEACHING AGREEMENT (or as otherwise modified, provided that such modification has been notified to the other Party in accordance with this clause).

17. Miscellaneous Provisions:

17.1. The Subscriber agrees that it has not and will not in connection with the activities contemplated by this Agreement, make any payment or transfer of value which has the purpose or effect of (a) public or commercial bribery; (b) acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business; or (c) otherwise obtaining an improper advantage for Mr. Intelligence or its affiliates.

17.2. No waiver by Mr. Intelligence of any breach by the Subscriber of the Agreement shall be considered as a waiver of any subsequent breach. A waiver of any term of the Agreement shall be effective only if given in writing and signed by Mr. Intelligence.

17.3. No failure or delay on the part of any Party in exercising any right under the Agreement shall operate as a waiver of such right.

17.4. This Agreement constitutes the entire agreement between the Parties and supersedes, cancels and replaces any and all prior agreements, understanding or arrangements of any nature whatsoever between the Parties, whether written, oral or implied relating to the subject matter hereof and thereof.

17.5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 17.5 shall not affect the validity and enforceability of the rest of this Agreement.

17.6. The Subscriber shall not assign any of its rights and/or obligations under this Agreement to any third party without the prior written consent of Mr. Intelligence. Mr. Intelligence reserves the right to assign all or part of its rights and obligations under this Agreement to any third Party at any time and without the consent of the Subscriber or the need to notify the Subscriber.

17.7. In the event of a Change of Control, the Subscriber shall remain liable towards Mr. Intelligence for any and all accrued liabilities (including but not limited to any and all accrued and unpaid amounts due to Mr. Intelligence) as at the effective date of the Change of Control. For the purposes of this clause 17.7 , “ Change of Control” means (i) a sale of all or substantially all of the Subscriber (i.e. the Subscriber and/or any Subscriber's owned and/or operated by the Subscriber)'s assets, (ii) a merger or consolidation of the Subscriber (i.e. the Subscriber and/or any Subscriber s owned and/or operated by the Subscriber), (iii) a transaction or series of transactions in which a third party acquires the Subscriber (i.e. the Subscriber and/or any Subscriber s owned and/or operated by the Subscriber)'s ownership, or (iv) a transaction or series of transactions in which a third party acquires the beneficial ownership (when applicable) of the Subscriber (i.e. the Subscriber and/or any Subscriber s owned and/or operated by the Subscriber).

17.8. Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership or employment relationship between the Parties and neither Party shall have any authority to bind or commit the other Party in any way, except as expressly set forth herein.

17.9. Mr. Intelligence reserves the right at any time to amend, add, delete, or consolidate any of the provisions of the existing Mr. Intelligence T&Cs, TEACHING AGREEMENT, and fees structure at its sole discretion. Such amendment shall be effective after 30 days from the date of sending a written notification to the Subscriber's email.

17.10. This Agreement shall be governed by and construed in accordance with the Qatar laws and regulations. In the event of any dispute, difference, claim, controversy or question among the Parties, directly or indirectly, arising at any time under, out of, in connection with or in relation to this Agreement (or the subject matter of this Agreement) or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this Agreement (a “ Dispute ”), the Parties shall first endeavour to amicably settle the same through consultation and negotiation conducted in good faith In the event the Parties are unable to resolve a Dispute in accordance with the foregoing within one (1) month from the date the Dispute has arisen, such Dispute shall be exclusively referred to Qatar courts.