EFFECTIVE DATE: MARCH 1, 2024
1. Definitions
In the Website Terms generally, and specifically these Terms of Service, the following definitions apply:
“Account” means the account created by Opogo on behalf of the Educator to facilitate engagement of an Assignment;
“Assignment” means the Educator’s professional engagement of teaching cover services by the School;
“Assignment Fee” means the fee payable when Opogo supplies the Educator for an Assignment in accordance with the Fee Schedule;
“Confidential Information” includes, but is not limited to, matters relating to the School or Opogo, the School’s students and parents, including student and parent names, addresses, financial information, academic information, medical information, other personal information; School curriculum; plans, schedules, confidential data, policies, projects in development, techniques and methods of operation; any “trade secret” as defined by applicable state or federal law; information relating to the School’s or Opogo’s financial condition; and confidential employee or contractor matters, whether in hard-copy or electronic form.
“Educator” means the educational professional who is able to provide substitute teaching services (such as teachers, teaching assistants, exam proctors and other positions required in schools) who may be introduced to a School for an Assignment. For the avoidance of doubt the terms Educator, Applicant or Sub are interchangeable;
“Educator Fee” means the agreed compensation in respect of the Assignment payable by the School and due to the Educator in accordance with the Fee Schedule;
“EU” means the European Union;
“Introductory Fee” means the one-off fee payable to Opogo when the School engages the Educator on a recurring basis in accordance with the calculation set out in the Fee Schedule;
“Introduced” means the School’s identifying an Educator via the Website, Platform or otherwise being provided with information which identifies the Educator; and which leads to an engagement of an Assignment of that Educator;
“Opogo” means OPOGO USA INC, 525 S Flagler Drive, Ste 500, West Palm Beach, Florida 33401;
“Platform” means the online platform (including any related application) created, managed and owned by Opogo and its affiliated group of companies;
“Profile” means the summary description created by Opogo on behalf of the Educator to facilitate an introduction to the School and engagement of an Assignment;
“School” means the school, college, educational establishment or person acting on behalf of the school, college or associated body to which the Educator is introduced, for the avoidance of doubt the terms School and Client are interchangeable;
“Services” means the provision of any services by Opogo to the School or Educator such as an introduction, Assignment, and/or the provision of ancillary products such as the online platform, software or web-based applications that are made available or maintained by Opogo;
“Educator Services” means the provision of any services by Educator to the School or pursuant to an Assignment or related services arranged via the online platform, software or web-based applications that are made available or maintained by Opogo;
“Payment Provider” is the third-party company appointed by Opogo who administers Educator payments and invoicing;
“UK” means the United Kingdom;
“US” means the United States of America;
“Website” means www.opogo.us or any other site operated by Opogo.All references to the singular include the plural. The headings contained in these Terms of Service are for convenience only and do not affect their interpretation.
2. Platform & Services
2.1 Opogo provides an online platform connecting individual Educators with Schools and where Schools can post open Educator positions (Assignments).
2.2 Educators can sign up to an Account by providing basic profiling information which creates a unique user identification. Once the information is reviewed by Opogo, and the Educator is assessed as suitably qualified, an individual profile is created by Opogo and posted on behalf of the Educator. The Educator may then search for and evaluate Assignments.
2.3 Schools can use the Platform to search for and evaluate Educators in their independent discretion. Schools may offer an Assignment to Educators via the Platform.
2.4 Educators are free to accept or reject the Assignment and can communicate their decision via the Platform.
2.5 When an Educator indicates via the Platform their acceptance of an Assignment, the Educator will be supplied to the School by Opogo in the capacity of an independent contractor.
2.6 A School may identify an Educator, introduced via the Platform, as a suitable candidate for a permanent position. Where the School engages an Educator on a permanent basis, Opogo has earned an Introductory Fee that is payable to Opogo by the School.
3. Schools
3.1 Prior to publicising the Profile of an Educator on the Platform as available to the School and prior to supplying an Educator for an Assignment, Opogo will obtain information from the Educator about the basic checks for those working in schools and colleges as may be required in accordance with any statute. Opogo will disclose to the School whether an Educator has completed the background check process for a particular School District. Opogo will facilitate background checks through Checkr, or similar service, and obtaining Educator fingerprints through Fieldprint, or similar service, upon request by the School. If the School requires additional background checks, the School agrees to facilitate the Educator in completing any required steps.
3.2 Educators agree that Opogo will communicate relevant information to the School prior to commencement of each Assignment. The School may conduct their own verification process in addition to the above as may be required.
3.3 If an Educator is offered an Assignment by a School directly, without being introduced via the Platform, Opogo may assist in connecting the Educator with the School on an Assignment and/or providing services but will not be responsible for obtaining information from the Educator to facilitate background checks, obtaining fingerprints or for disclosing to the School whether an Educator has completed the background check process for a particular School District.
SCHEDULING AND ASSIGNMENTS
3.4 When posting an Assignment on the Platform, the School will provide details of:
a) the date on which the Educator is required to commence work and the duration, or likely duration of the work;
b) the position which the School seeks to fill, including the type of work the Educator would be required to do, the location and hours, and any risk to health or safety known to the School and what steps the School has taken to prevent or control such risks;
c) the experience, training, qualifications and any authorisation which the School considers are necessary, or which are required by law, or by any professional body, for the Educator to possess in order to work in the position;
d) any expenses payable by or to the Educator; and
e) any information reasonably required by Opogo in order for Opogo to fulfil its legal obligations.
INVOICING AND BILLING
3.5 The Educator Fee shall be paid by the School to Opogo in respect of each day of an Assignment and include Opogo’s daily Assignment Fee as stipulated in the invoice and in accordance with the Fee Schedule.
3.6 Unless otherwise agreed upon in writing, the Assignment Fee and the Educator Fee are collectively invoiced to the School on a weekly basis and are due within 5 days of the invoice being rendered. Opogo reserves the right to charge interest on any amount overdue once 14 days has lapsed from the due date at the rate of 0.5% per month.
3.7 During an Assignment, the School will complete a weekly timesheet and report to Opogo that the Educator has indeed worked on the Assignment but, in any case, it shall be assumed that the Educator has worked (and the School will be invoiced accordingly) unless the School notifies Opogo that no work has been carried out by the Educator on the day in question. The School cannot refuse to pay for days when the Educator has worked on Assignment for whatever reason. In the event of the termination of an Assignment for whatever reason, Opogo shall not be obligated to Educator, for any payments other than for Educator Services actually performed prior to the date of termination in a manner satisfactory to the School and for which the School has paid Opogo.
3.8 An Introductory Fee is payable to Opogo by the School in situations when: (i) an Educator is introduced to the School by Opogo without carrying out an Assignment, or (ii) an Educator who has worked on a short term Assignment (or any combination of multiple Assignments for the School and/or an affiliate School) that collectively adds up to having worked for less than sixty (60) days, and is subsequently engaged by the School (and/or its affiliate School) on a recurring basis other than through Opogo.
3.9 A School may avoid liability of the Introductory Fee if an Educator has worked on an Assignment (or any combination of multiple Assignments for the School and/or an affiliate School) that collectively adds up to having worked for sixty (60) days or more before the School (and/or its affiliate School) subsequently engages the Educator on a recurring basis other than through Opogo.
3.10 All Assignment Fees and Introductory Fees will have local taxes assigned, as and if appropriate. The Educator is solely responsible for all local, state, and federal taxes associated with the payment for Educator Services, and any other taxes that Educator may be responsible for in connection with the performance of Educator Services.
SCHOOL RESPONSIBILITY
3.11 The School will comply in all respects with all statutory provisions as are in force from time to time, by-laws, codes of practice and legal requirements to which the School is ordinarily subject in respect of the School’s own staff including, in particular, the provision of adequate liability insurance cover.
3.12 The School is responsible for the supervision, direction and control of the Educator while undertaking an Assignment.
3.13 Educators supplied by Opogo pursuant to these Terms of Service are not engaged under contracts for services. They are not Opogo’s employees. Educators are under the supervision direction and control of the School from the time they report to take up duties and for the duration of the Assignment. The School agrees to be responsible for all acts, errors or omissions of the Educator, whether wilful, negligent or otherwise as though the Educator were on the payroll of the School. The parties confirm and agree that no employment relationship is intended nor will be created by provision of the services contemplated by these Terms of Service. Nothing in this Agreement shall be construed to create a partnership, agency, joint venture, or employer-employee relationship as between the School, Opogo, and/or the Educator. Educator understands the School and Opogo have no federal, state, or local obligations regarding employee liability or insurance. Educator shall never hold themselves out to any person or entity as anything other than an independent contractor of the School.
3.14 The School reserves the right to inspect, with or without notice, all persons, packages, automobiles, and any other items that come onto or are brought onto the School’s premises. All desks, lockers, rooms, machines, and other items purchased by the School remain the property of the School, and the School reserves the right to inspect them with or without notice.
3.15 The School shall inform Opogo in writing of any agency worker related claims which comes to the notice of the School as soon possible but no later than seven (7) calendar days from the day on which any such claim comes to the notice of the School.
3.16 If the Educator brings, or threatens to bring, any claim, the School undertakes to take such action and give such information and assistance as Opogo may request, and within any timeframe requested by Opogo and at the School’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such claim and to appeal against any judgment given in respect thereof.
3.17 Opogo takes all complaints seriously and is committed to continuous improvement. If Schools have a complaint they should contact us via Opogo’s ‘Contact Us’ address or by sending an email to: helloUS@opogo.com. Opogo will normally respond within one business day. Opogo will investigate any matter referred and take appropriate action where necessary. If the complaint is regarding the performance, behaviour or competence of an Educator, Opogo will investigate the matter and take proportionate action ranging from verbal and written feedback to suspension or termination of the Educator’s profile on the Platform and termination of an Assignment. Opogo also reserves the right to restrict a School’s access to the Platform, for example in cases of non-payment.
4. Educators (Subs)
4.1 In accepting these Terms of Service you, the Educator, agree to provide your Educator Services on Assignment to a School, as facilitated by Opogo.
4.2 For the avoidance of doubt, these Terms of Service do not constitute a contract of employment between Opogo and you or between you and the School.
4.3 Where payment is to be made through a Payment Provider acting on behalf of Opogo, you acknowledge and accept their terms of service.
4.4 You acknowledge that the nature of temporary work means that there may be periods when no suitable work is available and you may not be permanently occupied.
4.5 Use of the Platform is at the discretion of Opogo. Opogo reserves the right to pre-screen content and shall have the right to remove any content that violates the Website Terms or is otherwise objectionable. Opogo may suspend or remove your profile from the Platform, and/or restrict your access to the Platform. Examples of reasons to restrict access to the Platform may include, but are not limited to, alleged provision of fraudulent qualifications or references, safeguarding concerns, or alleged unprofessional or incompetent behavior.
SCHEDULING AND ASSIGNMENT
4.6 Prior to acceptance of any Assignment Opogo will — via the Platform, by email or by text message — provide you with the following information:
a) the identity of the School;
b) the date the Assignment is to commence and the duration or likely duration of the Assignment;
c) the position which the School seeks to fill, including the type of work you would be asked to do in that position, the location at which, and the hours during which, you would be asked to work;
d) the rate of pay and any expenses payable by or to you (subject to any deductions required by law);
e) details of the experience, training, qualifications and any authorization which the School considers are necessary or which are required by law or a professional body for you to possess in order to work on the Assignment. By accepting an Assignment, you accept a), b), c), and d) above and you confirm that you meet the criteria in e) above.
4.7 Upon acceptance of an Assignment, you must arrive to the School on the date and time agreed, and perform your duties as expected and agreed upon between you and the School. If you are unable for any reason to attend work during the course of an Assignment, you should first inform Opogo at least one hour before your normal start time to enable alternative arrangements to be made. If this is not possible, you should inform the School and Opogo as soon as possible. Opogo, the School, and you acknowledge and agree that you have ultimate control of the manner and methods necessary to perform the Educator Services. Opogo does not have supervisory authority over the manner or methods of performance of the Educator Services provided by you. Opogo has only outlined the nature and desired results of your Educator Services as provided to Opogo by the School. It is your responsibility to ensure that you are sufficiently competent and experienced to ensure that the Educator Services meet all regulatory or legal requirements and meet or exceed the best practices for such services in the industry. You will notify the School of the manner and methods necessary to perform the Educator Services prior to rendering the services. The School retains the right to confirm that the expected standards of your performance are met and results achieved, as well as to call to your attention and to direct correction of any deviation from the expected standards or results. The School may approve or disapprove of the quality of Educator Services provided by you at its sole discretion. You may only perform Educator Services on the School’s campus and on dates and at times that the School designates. The School may limit the dates and times in which you can be on the School’s campus. You understand that you may not arrive on the School’s premises more than fifteen (15) minutes before the Assignment starts or stay more than fifteen (15) minutes after the Assignment ends, and may only be in areas designated by the School. You understand and agree that you shall not be permitted to access the School’s cafeteria or eat meals on the School’s campus.
4.8 If, either before or during the course of an Assignment, you become aware of any reason why you may not be suitable for an Assignment, you shall notify Opogo without delay.
4.9 You will be paid for your work on an Assignment based on the agreed Educator Fee specified in the relevant Assignment posted on the Platform multiplied by the number of days worked in the relevant period. You will be required to submit weekly timesheets by the Friday of any given week on an Assignment indicating the days and hours worked. Payment will be made to you the following Friday by the Payment Provider acting on behalf of Opogo. If the Friday falls on a holiday, payment may be made on the following Monday.
4.10 You understand that you do not have an exclusive relationship with either Opogo or the School. You are free to perform the Educator Services (or any other services) for any other educational institution, person, or business, so long as it does not interfere with your satisfactory performance of the Assignments you agree to take.
EDUCATOR RESPONSIBILITY
4.11 At the end of each Assignment or on request you agree to deliver up to the School or to Opogo (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the School which are in your possession, including any data produced, maintained or stored on the School’s computer systems or other electronic equipment.
4.12 You, the Educator, consent to Opogo and the School and any other third party intermediary involved in supplying your services to the School appointed by Opogo, holding and processing data relating to you for legal, administrative and management purposes and, in particular, to the processing of any personal data as defined in any data protection legislation from time to time in force in the US.
4.13 You, the Educator, represent and warrant that:
a) the information supplied by you to Opogo via the Platform is correct and that you will maintain and promptly update the information supplied to keep it true, accurate, current and complete;
b) you have the experience, training, qualifications and any authorization which the School considers are necessary or which are required by law or by any professional body for theEducator to possess in order to perform the Assignment and you will perform all Educator Services in a professional, timely, and workmanlike manner, in accordance with the standards and best practices of the industry;
c) you are at least eighteen (18) years old, of legal age to form a binding contract and not prevented by any other agreement, arrangement, restriction (including, without limitation, are restriction in favor of any employment agency, employment business school or college) or any other reason, from fulfilling your obligations under this agreement;
d) you have valid and subsisting leave to enter, remain and work in the US for the duration of any Assignment you may accept under these Terms of Service and you are not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the Assignment;
e) you agree to complete the criminal background check process as directed by theSchool, Opogo, or any School District and understand that the School (or SchoolDistrict if relevant) shall, in its sole discretion, determine whether any individual’s criminal background precludes such person from performing Educator Services at the School, and you further agree to report to the School within 24 hours any change in your criminal background check;
f) you agree to ensure that in carrying out the Educator Services, you shall interact appropriately with students of the School including, but not limited to, maintaining professionalism, not touching students, and not calling or communicating with students for personal reasons;
g) you will not possess or use alcoholic beverages on the School's premises or manufacture, distribute, dispense, sell, possess, or use legal or illegal drugs or other mind-altering substances on the School’s premises, nor will you report to work on the School’s premises (i) when consumption of any alcoholic beverage has impaired or is likely to impair your job performance in the judgment of the School's representative; or (ii) while having any drug or other mind-altering substance in your system that could adversely affect performance;
h) you agree to comply with the School’s procedures for evaluating, and assessing each student’s progress and will complete all reports that are requested by theSchool on a timely basis; and
i) to the extent you become aware of any circumstances involving child abuse, bullying, harassment, discrimination, or any academic, performance, or attendance concerns relating to any of the students of the School, you agree to immediately report such information to the appropriate School official.
5. General
INDEMNITY & LIABILITY
5.1 You, the Educator, shall indemnify, defend and hold harmless the School and Opogo, as well as any of their affiliates, and their respective officers employees, agents and representatives, from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys’ fees and court costs at trial and all appellate levels), whether or not the School or Opogo has suffered actual damage or expense, arising out of any negligent acts, omissions to act, or willful misconduct, whether active or passive, on the part of Educator, any breach of or failure of Educator to properly perform any obligations under any Assignment or these Terms of Service, and/or otherwise arising from the parties’ relationship. Educator’s indemnity obligations shall extend to the joint or concurrent negligence of Educator, Opogo, and/or the School and against any and all loss or liability that may arise from Educator’s disclosure to any third party of any information obtained by Educator from or concerning the School or Opogo. If it becomes necessary for the School and/or Opogo to defend any action seeking to impose any such liability, Educator will pay the School and/or Opogo all costs of court and reasonable attorneys’ fees incurred in such defense, in addition to any other sum which the School and/or Opogo may be called upon to pay by reason of the entry of a judgment or decree against it in the litigation in which such claim is asserted and/or a settlement of any such action.
5.2 The School shall indemnify, defend and hold harmless Opogo, as well as any of its affiliates, and their respective officers, employees, agents and representatives, from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys’ fees and court costs at trial and all appellate levels), whether or not Opogo has suffered actual damage or expense, arising out of any negligent acts, omissions to act, or willful misconduct, whether active or passive, on the part of the School, any breach of any obligations under any Assignment or these Terms of Service, and/or otherwise arising from the parties’ relationship. The School’s indemnity obligations shall extend to the joint or concurrent negligence of Opogo and the School and against any and all loss or liability that may arise from the School’s disclosure to any third party of any information obtained by the School from or concerning the Educator or Opogo. If it becomes necessary for Opogo to defend any action seeking to impose any such liability, the School will pay Opogo all costs of court and reasonable attorneys’ fees incurred in such defense, in addition to any other sum which Opogo may be called upon to pay by reason of the entry of a judgment or decree against it in the litigation in which such claim is asserted and/or a settlement of any such action.
5.3 Except for Educator’s and the School’s indemnification obligations under these Terms of Service, in no event will any party (including its employees, sub-contractors and suppliers) be liable for any indirect, special, incidental, or consequential damages, whether based on contract, tort, or any other legal theory, including, without limitation, loss of data or its use, loss of profits, loss of business, or other economic damages, even if advised of the possibility of such loss or damage.
5.4 Opogo accepts no liability whatsoever for the communication and conduct of the Educator during the term of the Assignment, or during the provision of any Educator Services or for other users or third parties or any inability to access or use the Platform caused by system downtime or by technical or other issues that may affect the services (such as but not limited to fire, flood, delay, Acts of God, insolvency, pandemic etc) beyond Opogo’s control.
INTELLECTUAL PROPERTY RIGHTS
5.5 Both the School and the Educator grant Opogo a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sub-licensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, your content (in whole or in part) for the purposes of operating the Platform and providing the Services to you and to our other users.
TERM & TERMINATION
5.6 Any one of the parties (the School, the Educator or Opogo) may terminate an Assignment on reasonable notice, but Opogo strongly discourages the early termination of Assignments unless exceptional circumstances occur. Early termination of Assignments without sufficient warning or reason causes undue inconvenience. Accordingly, Opogo’s policy is to invoice one day’s Assignment Fee and Educator Fee for any confirmed Assignment by the School which is cancelled less than twenty-four (24) hours prior to the agreed commencement date irrespective of booking date to enable payment to the Educator.
5.7 The Educator acknowledges that the continuation of an Assignment is subject to and dependent on the continuation of the agreement entered into between Opogo and the School. If that agreement is terminated for any reason, the Assignment shall cease with immediate effect without liability, except for payment for work done up to the date of termination of the Assignment.
5.8 Unless exceptional circumstances apply, the Educator’s failure to inform the School or Opogo of any inability to attend work as required above will be treated as termination of the Assignment.
5.9 Opogo will be entitled to terminate the Assignment if the work to which the Educator was assigned is no longer available with no further recourse.
CONFIDENTIALITY AND PRIVACY
6.1 The Educator acknowledges that during the course of providing Educator Services to the School or during its relationship with Opogo, Educator will obtain, and have access to Confidential Information that is important to the School’s business or Opogo’s business. The Educator shall use its best efforts to safeguard Confidential Information against loss, theft, or inadvertent disclosure, and agrees to take all steps necessary to maintain the confidentiality of the Confidential Information.
6.2 Educator agrees that all such Confidential Information which Educator shall prepare, use, or come into contact with during the provision of Educator Services to the School or during the relationship with Opogo shall be and shall remain the sole property of the School or Opogo, as the case may be.
6.3 Opogo, the Educator and the School agree that they will take reasonable steps to ensure that Confidential Information is not disclosed save in the proper performance of their obligations under these Terms of Service.
6.4 Without prejudice to the generality of the above:
a) All information relating to an Educator posted on the Platform or otherwise provided by Opogo to the School is confidential and is provided solely for the purpose of providing work-finding services to the School. Such information must not be used for any other purpose nor divulged to any third party and the School undertakes to abide by the provisions of any applicable data protection legislation at all times in receiving and processing personal data.
b) Opogo undertakes to keep confidential all relevant terms and conditions of Assignments or services that the School discloses to Opogo and not to use such information except for the purposes of compliance with any statutory obligations. All personal data is collected and processed as set out in our Privacy Policy.
6.5 The Educator consents to Opogo making such information available to the School, to those who provide products or services to Opogo (such as advisers), to regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of Opogo or any part of its business.
MISCELLANEOUS
6.6 Opogo may communicate changes to these Terms of Service by posting revised Terms of Service on the Platform. Changes that may have a serious adverse impact on users will be communicated prior to posting on the Platform. Continued use of the Platform denotes continued acceptance of its Terms of Service. The failure of any party to enforce at any time or for any period of time any of the provisions of the Terms of Service will not be construed to be a waiver of such provision or of its rights to enforce such provision and each and every provision thereafter.
6.7 Unless otherwise agreed upon in writing, these Terms of Service, collectively with the Website Terms and the Assignment details agreed via the Platform constitute the entire agreement between Opogo and the School as regards the Assignment in question. In the event of any conflict between the terms of a signed agreement between parties and Opogo, the terms of the signed agreement will prevail.
6.8 By signing up to an Account, posting an Assignment on the Platform or accepting the Services provided by Opogo, the School and the Educator agree that an electronic record if these Terms of Service, including the collective Website Terms, and any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed signed copy of this agreement for all purposes.
6.9 The School, Opogo, and the Educator (and their successor and assigns) are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, or is intended to give, or shall be construed to give or provide any benefit or rights, whether directly, indirectly, or otherwise, to third persons.
6.10 If any of the provisions of the Terms of Service are held to be invalid, illegal, or enforceable, the provisions shall remain in effect to the extent allowed by law and the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
6.11 Waiver of Jury Trial. The parties agree to waive their rights to a trial by jury over any claim or controversy arising out of, or relating to this Agreement, or its breach (whether such claim arises under contract, statute, regulation, local law, or common law).
