Tafawwaq
Tafawwaq Inc. – Independent Educator Agreement
This Independent Educator Agreement (‘Agreement’) is entered into by and between Tafawwaq Inc., a corporation incorporated under the laws of Delaware, USA, operating under the trade name ‘Tafawwaq’, and the undersigned independent educator (‘Educator’, ‘Tutor’). Tafawwaq and Educator are collectively referred to as “Parties”.
By engaging with Tafawwaq’s platform, both Parties explicitly agree to enter into this Agreement through electronic means, acknowledging the legal validity and enforceability of electronic transactions and digital signatures pursuant to:
- Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services of the UAE (for UAE-based Independent Educators and Learners), and
- Any other applicable electronic signature or e-commerce legislation in the Educator’s country of residence.
The Parties agree that acceptance of this Agreement by clicking an “I Agree,” “Accept,” or similar acknowledgment button or checkbox on the Tafawwaq platform constitutes valid execution and delivery of this Agreement, with the same legal force and effect as a handwritten signature. No further physical signature shall be required.
1. Permission to Utilize Tafawwaq's Educational Marketplace
The Educator acknowledges that Tafawwaq operates an advanced online marketplace designed to connect individuals seeking educational support (each, a “Learner” and collectively, “Learners”) with qualified Educators.
By entering into this Agreement, the Educator seeks and is granted permission to access and utilize Tafawwaq's marketplace. This access is exclusively for the purpose of promoting and conducting their independent educational services, subject to the terms and conditions stipulated herein. The Educator is expressly prohibited from advertising or offering any goods or services on the Tafawwaq platform that are unrelated to their educational services offered.
2. Independent Educator Status
The Educator acknowledges that this Agreement, together with Tafawwaq’s Terms of Use, does not establish an employment relationship, partnership, joint venture, or franchisor–franchisee relationship between the Educator and Tafawwaq. It is the express intention of both Parties that the Educator shall operate as an independent business entity providing educational services to Learners. For the avoidance of doubt, the Educator is not, and shall at no time be considered, an employee or dependent contractor of Tafawwaq for any purpose, including but not limited to the application of:
- UAE Federal Decree-Law No. 33 of 2021 (Regulation of Labour Relations),
- Jordanian Labour Law No. 8 of 1996 (as amended),
- Egyptian Labor Law No. 14 of 2025 (effective September 1, 2025), or
- Any other applicable labor, social security, or tax legislation in the Educator’s jurisdiction of residence or service delivery.
The Educator is solely responsible for all aspects of their independent business, including compliance with local licensing requirements, tax filings, social security contributions, health insurance, and other obligations ordinarily borne by independent contractors. The Educator acknowledges that Tafawwaq’s role is solely to operate an online platform that facilitates connections between Learners and Educators. Tafawwaq does not, directly or indirectly, engage the Educator to provide services to Tafawwaq itself. Any engagement of the Educator’s services through the Tafawwaq website or application (“the Platform”) is undertaken exclusively by the Learner who selects the Educator.
3. Non-Exclusivity
Both the Educator and Tafawwaq acknowledge that this Agreement is non-exclusive. The Educator retains full freedom, during the term of this Agreement, to engage in any other work or business activities, whether or not related to educational services, and regardless of whether such other work is full-time, part-time, or on a project basis. Nothing in this Agreement restricts the Educator from advertising or providing their services to the general public outside of the Tafawwaq Platform.
4. Session Scheduling and Cancellation Policy
The Educator shall independently determine their own working hours and schedule their sessions with Learners. The Educator is solely responsible for establishing and communicating their own cancellation and rescheduling policies, including any associated fees for late cancellations or no-shows.
All cancellation and refund terms must comply with applicable consumer protection laws, including but not limited to the UAE Consumer Protection Law (Federal Law No. 15 of 2020), the Egyptian Consumer Protection Law No. 181 of 2018, and any equivalent legislation in the jurisdiction where the Learner resides. Learners will be presented with the applicable cancellation and refund terms prior to confirming any booking on the Platform.
5. Platform Service Fee and Obligations
For educational services provided through the Tafawwaq Platform, the Educator acknowledges and agrees that:
- Platform Fees. Tafawwaq shall deduct a platform service fee (“Platform Service Fee”) from amounts collected from Learners on behalf of the Educator. The current Platform Service Fee is 40% (forty percent) of the applicable session fee, unless otherwise specified in the Terms of Use or notified in writing by Tafawwaq.
- Standardized and Custom Rates. Tafawwaq may establish standardized hourly rates (currently 150 AED per hour as default) or permit Educators to set their own rates, subject to Tafawwaq’s rules and guidelines. In either case, the Platform Service Fee will apply to the gross amount paid by the Learner. The Educator authorizes Tafawwaq to deduct this Platform Service Fee directly from the payments collected from Learners by Tafawwaq on the Educator's behalf.
- Applicable Taxes. Invoices issued to Learners will clearly show UAE Value Added Tax (VAT) applied only to Tafawwaq’s Platform Service Fee, in accordance with UAE Federal Decree-Law No. 8 of 2017 on Value Added Tax. Educators’ charges are separate from Tafawwaq and do not include VAT unless the Educator is independently VAT registered in their jurisdiction. Educators are solely responsible for any taxes, VAT/GST, or withholding obligations applicable in their country of residence or service delivery.
- Changes to Fees. Tafawwaq reserves the right to modify the Platform Service Fee or introduce new charges, provided that Educators are given at least seven (7) days’ written notice prior to implementation.
- No Circumvention. Under no circumstances may the Educator solicit or accept payments directly from Learners for sessions arranged through the Platform. Any attempt to bypass Tafawwaq’s payment system constitutes a material breach of this Agreement and may result in account termination and liability for liquidated damages equal to twenty-five percent (25%) of the value of the diverted transactions.
6. Payment System Protocol
The Educator agrees to adhere strictly to Tafawwaq’s Terms of Use and Educator Payment Policies and undertakes not to circumvent, avoid, nor to divert funds ordinarily payable to the Educator through Tafawwaq. Prior to commencing any educational sessions or meeting with any Learner for any purpose, the Educator must verify with Tafawwaq that the prospective Learner has submitted appropriate billing information to Tafawwaq. Tafawwaq shall not be responsible for payments for sessions provided before a prospective Learner has valid billing information on file. Educators are strictly prohibited from accepting cash, bank transfers, or any other off-platform payments with the Learners found through the Platform and for the sessions arranged. Upon completion of each educational session, the Educator shall, utilizing the Platform, accurately report the duration of such session to enable Tafawwaq to initiate the collection of the Educator's fees. If requested by a Learner, the Educator shall also provide a summary of services performed for the Learner's records.
7. Expenses and Materials
The Educator acknowledges that Tafawwaq will not reimburse the Educator for any expenses incurred in relation to the provision of their services under this Agreement. This includes, without limitation, costs associated with preparing for and conducting sessions and educational materials.
8. Provision of Supplies
The Educator acknowledges that Tafawwaq will not provide any supplies, materials, or equipment required by the Educator to complete any services rendered to any Learner pursuant to this Agreement. The Educator is responsible for providing all necessary resources for their educational activities.
9. Tax Obligations
Payments to Educators are processed exclusively through third-party payment processors. Educators must submit a valid IRS Form W-9 (for U.S. persons) or Form W-8BEN / W-8BEN-E (for non-U.S. persons) before any payouts are released. Where required by law, payment processors may apply IRS backup withholding if tax documentation is not provided.
UAE VAT compliance: Tafawwaq is registered for UAE VAT as a non-resident e-service provider. VAT applies only to Tafawwaq’s service fee, not to the Educator’s share of the tutoring fee. Invoices generated by Tafawwaq will display the total tutoring session price as set by the Educator, Tafawwaq’s service fee plus 5% UAE VAT applied solely on that service fee and the Educator’s net payout exclusive of VAT. UAE-based Educators must independently determine whether they are required to register for UAE VAT on their tutoring income. Tafawwaq does not withhold or remit VAT on the Educator’s share.
Educators outside the UAE are solely responsible for determining whether their tutoring income is subject to VAT/GST, sales tax, or other indirect taxes in their jurisdiction. Tafawwaq does not withhold or remit such taxes on behalf of Educators. Educators agree to handle their tax information and documentation in accordance with the Tafawwaq’s Privacy Policy, which governs the collection, processing, and storage of such data.
10. Regulatory Compliance and Licensing
The Educator acknowledges and agrees that they are solely responsible for obtaining, maintaining, and renewing all permits, licenses, approvals, and authorizations required under applicable laws and regulations, including, without limitation, the private tutoring permit issued by the UAE Ministry of Human Resources and Emiratisation (MOHRE), the Knowledge and Human Development Authority (KHDA) in Dubai, and the Department of Education and Knowledge (ADEK) in Abu Dhabi, as well as any other permits or authorizations required in the jurisdiction where the Educator resides or provides services.
Tafawwaq shall not be liable for, and the Educator shall indemnify and hold Tafawwaq harmless against, any penalties, fines, sanctions, or claims arising from the Educator’s failure to obtain or maintain such permits or licenses. The Educator must submit valid documentary proof of such permits or licenses prior to commencing any tutoring services on the Platform and promptly provide updated proof upon renewal.
Tafawwaq’s role in this process is strictly limited to the administrative collection and storage of documents. Any determination by Tafawwaq as to whether a document has been submitted in the required form does not constitute verification of its authenticity, adequacy, or legal sufficiency, except where explicitly required by applicable law. Failure to maintain valid permits or to provide requested documentation shall constitute a material breach of this Agreement, and Tafawwaq reserves the right to suspend or terminate this Agreement accordingly.
11. Benefits
The Educator acknowledges that they are engaged in an independent business and, as such, are not (and shall at no time become) eligible to participate in any pension, health, or other fringe benefits plan offered by Tafawwaq to its employees.
12. Insurance
Tafawwaq shall not obtain any Workers' Compensation Insurance or similar coverage for or on behalf of the Educator. The Educator understands that it is their sole responsibility to comply with any applicable labor laws regarding insurance and to obtain any other insurance coverage (e.g., professional liability insurance) relevant to the educational services they provide under this Agreement.
13. Confidentiality
Confidential Learner Information: The Educator acknowledges that, in the course of providing educational services, they may have access to certain personal and sensitive information of Learners, including but not limited to identity details, contact information, academic performance, learning preferences, and session records (“Confidential Learner Information”).
Duty of Confidentiality: The Educator agrees that all Confidential Learner Information is to be treated as strictly confidential and shall not be disclosed, shared, or used for any purpose other than delivering educational services through the Platform. This obligation continues both during and after the term of this Agreement.
Permitted Use and Restrictions: The Educator shall use Confidential Learner Information solely for the purpose of fulfilling their tutoring obligations on the Platform. The Educator shall not copy, store, or retain Confidential Learner Information outside of the Platform, except as expressly permitted by Tafawwaq for educational delivery or record-keeping. Any unauthorized use, disclosure, or processing of Confidential Learner Information will be treated as a material breach of this Agreement and may result in immediate termination and potential legal liability.
Compliance with Data Protection Laws: The Educator shall comply with all applicable data protection laws, including the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL) and, where applicable, international data protection regulations for instance the General Data Protection Regulation (GDPR). Educators must promptly notify Tafawwaq of any suspected or actual breach of data security involving Learner information.
Disclosure Obligations: Notwithstanding the above, Tafawwaq may disclose Educator-related information (including proof of permits, licenses, or compliance documents) to governmental or regulatory authorities where required by law. Such disclosure will be limited strictly to the extent necessary to comply with applicable legal or regulatory requirements.
Educators further agree to comply with Tafawwaq’s Privacy Policy, as updated from time to time, which governs the handling of Learner and Educator personal data on the Platform.
14. Educator Records
The Educator acknowledges that copies of all documents created by or received from the Educator in connection with the services performed hereunder ("Educator Records") may be retained by Tafawwaq. These records will be used solely for administrative, record-keeping, and platform improvement purposes, in accordance with Tafawwaq's Privacy Policy and applicable UAE data protection laws.
15. Indemnification
Tafawwaq does not, and shall not be deemed to, conduct independent verification of the qualifications, permits, licenses, or character of any Educator or Learner, unless explicitly required by applicable law. Where Tafawwaq requires submission of documentation under Section 10, its role is limited to administrative collection and storage and does not constitute a representation or warranty of validity, authenticity, or sufficiency.
16. Intellectual Property and Content Usage
Tafawwaq does not claim ownership or exclusive licensure of original content that the Educator creates and provides on the Platform, including, but not limited to, articles, lessons, worksheets, tutorials, files, testimonials, reviews, video submissions, and blog entries ("Educator Content"). Unless otherwise explicitly stated herein, any Educator Content provided by the Educator in connection with the Platform shall be considered non-confidential. The Educator grants Tafawwaq an irrevocable, worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, display, and perform such Educator Content (in whole or in part, and in any form, media, or technology now known or hereafter developed) for the purpose of operating, promoting, and improving the Tafawwaq Platform and its services. The Educator represents and warrants that they have all necessary rights and authorizations for the worldwide transfer and processing (among Tafawwaq, its affiliates, and third-party providers) of any information or Educator Content that they may provide on the Platform, in compliance with Federal Decree-Law No. 38 of 2021 on Copyrights and Neighboring Rights.
17. Assignment
The Educator may not assign or transfer this Agreement, or any rights or obligations hereunder, without the express prior written consent of Tafawwaq.
18. Academic Integrity
The Educator agrees not to use the Platform to engage in any form of academic dishonesty (e.g., completing assignments, writing papers, taking tests on someone's behalf, or work completion in violation of conduct policies of any educational institution or workplace) or any other misconduct involving a Learner.
19. Deactivation of Platform Access
The Educator may deactivate their account at any time by following the procedures outlined on the Platform. Tafawwaq reserves the right to deactivate an Educator's account for, but not limited to, the following reasons:
(a) Failure to meet Tafawwaq’s document submission requirements such as timely uploading of required permits or licenses in the form requested or general quality assurance standards, provided that such requirements do not imply Tafawwaq’s independent verification of qualifications, permits, or licenses unless mandated by applicable law.
(b) Material breach of this Agreement, violation of the Tafawwaq Terms of Use or Educator Payment Policies, or misuse of the Platform.
(c) Misappropriation of Educator's Learners from the Platform for the Educator's own direct pecuniary gain, bypassing Tafawwaq's services.
(d) Entry of a restraining order or conviction of any felony or misdemeanor involving violence, sexual conduct, conduct involving a minor, abuse, fraud, larceny, or endangerment.
(e) Failure to cooperate in good faith to resolve a Learner's complaint or repeated excessive complaints.
(f) Repeated failure to respond timely to direct communications through the Educator's account.
(g) For any other legitimate business reason, or without cause, provided that Tafawwaq gives the Educator thirty (30) days’ prior written notice, except where immediate suspension or termination is required by law or regulation. In the event Tafawwaq terminates the Educator's platform access, Tafawwaq will provide an email notification of deactivation.
20. Amendment
This Agreement may only be amended or modified by a written instrument that makes express reference to this Agreement as the subject of such amendment and which is signed by the Educator and, on behalf of Tafawwaq, by its duly authorized officer. The Parties agree that any amendment or modification hereunder may be transacted by electronic means within the meaning of Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services, provided that any such amendments or modifications otherwise comply with the requirements in this paragraph.
21. Severability
If any term, provision, covenant, or condition of this Agreement or any part thereof, or the application thereof to any person, place, or circumstance, is held to be invalid, unenforceable, or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect. Any such invalid, unenforceable, or void term, provision, covenant, or condition shall be deemed, without further action on the part of the Parties hereto, modified, amended, and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable, and lawful under UAE law.
22. Incorporation of Terms and Conditions
The Tafawwaq Terms and Conditions, as published on the Platform and updated from time to time, are hereby incorporated by reference into this Agreement and form an integral part hereof.
23. Governing Law and Dispute Resolution
23.1 Governing Law
This Agreement is drafted in English and shall prevail over any translations. For Users residing in the United Arab Emirates, this Agreement shall be governed exclusively by the laws of the UAE, subject to the jurisdiction of the UAE Consumer Protection Authority where applicable. For all other Users, including Educators and international Learners, this Agreement shall be governed by the laws of the State of Delaware, USA, without regard to conflict of law principles, except where mandatory consumer protection laws of the Learner’s or Educator’s jurisdiction apply. For the avoidance of doubt, the substantive rights and obligations of the Parties shall be governed by the laws specified in this Agreement, while arbitration procedures shall be governed by UAE law and Dubai International Arbitration Centre (“DIAC”) rules.
23.2 Limitation of Legal Claims
By using the Platform, you agree that any claim, action, or proceeding of any kind—whether civil, commercial, or administrative—may only be brought against Tafawwaq as a corporate entity. You agree to waive any right to pursue claims against Tafawwaq’s founders, shareholders, directors, officers, employees, or affiliates in their personal capacity.
23.3 Informal Dispute Resolution
Before initiating arbitration, you agree to attempt to resolve any dispute informally by contacting support@tafawwaq.com. Tafawwaq will attempt in good faith to resolve such matter within thirty (30) days of receiving the grievance.
23.4 Binding Arbitration
If a dispute is not resolved informally, it shall be submitted exclusively to final and binding arbitration administered by DIAC in accordance with the DIAC Arbitration Rules in effect at the time the arbitration is initiated. The arbitration shall be conducted before a single, neutral arbitrator seated in Dubai, United Arab Emirates, unless otherwise agreed in writing. Substantive rights are however governed by Delaware law except for UAE Users, where UAE law applies. Tafawwaq may, at its sole discretion, agree to resolve disputes in the jurisdiction of the Learner or Educator if required by mandatory consumer protection laws.
Waiver of Court Proceedings: You and Tafawwaq expressly waive all rights to litigate or seek relief in any court, including the right to trial by judge or jury. Arbitration shall be the sole and exclusive method of resolving disputes, except where such waiver is prohibited by applicable law.
Individual Claims Only: All disputes must be brought on an individual basis. Class actions, joint claims, or consolidated proceedings are expressly prohibited.
Fees and Costs: Arbitration fees shall be allocated in accordance with the DIAC Rules. Each party shall bear its own legal costs unless the arbitrator orders otherwise.
Arbitrator’s Authority: The arbitrator shall have exclusive authority to determine issues of arbitrability, jurisdiction, and the enforceability of this agreement.
Governing Law: This arbitration agreement, and any dispute submitted to arbitration hereunder, shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates.
International Enforcement: Any arbitral award rendered pursuant to this clause shall be final and binding on the Parties and enforceable in any jurisdiction that is a contracting state to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958).
23.5 Finality of Award
The arbitrator’s decision shall be final and binding on all Parties, with no right of appeal. Judgment on the award may be entered in any court of competent jurisdiction.
23.6 Exclusivity of Arbitration
All disputes, including those relating to intellectual property, injunctive relief, or specialized claims, shall be resolved solely through arbitration as outlined above except where injunctive relief is required to prevent ongoing IP infringement or misuse of confidential information.
24. Entire Agreement
This Agreement, together with Tafawwaq’s Terms of Use and Privacy Policy (which are incorporated herein by reference), contains the entire understanding between the Parties with respect to its subject matter. It supersedes and cancels any prior or contemporaneous written or oral agreements, commitments, or practices between Tafawwaq and the Educator concerning the same subject matter.