Terms of service

Schools

RECITALS

Zen provides a service and online technology platform (or phone call/email/text message before the Platform is fully functional) (the “Platform”) through which individuals including teachers, teaching assistants, cover supervisors, exam invigilators, substitute teachers, paraprofessionals, special education paraprofessionals, educational assistants, teacher aides, lunch room supervisors, and other positions required in schools (collectively, “education professionals”) can connect with schools, school districts, charter management organizations and colleges (collectively, “Schools”) and where Schools can post open positions (“Assignments”) for which Education Professionals are needed.
Schools can use the Platform (or phone call/email/text message before the Platform is fully functional) to search for and evaluate Education Professionals and Education Professionals can post individual profiles and search for and evaluate School Assignments. Schools may offer an Assignment to Education Professionals via the Platform (or phone call/email/text message before the Platform is fully functional). Education Professionals are free to accept or reject an Assignment and can communicate their decision via the Platform (or phone call/ email/text message before the Platform is fully functional).
When an Education Professional indicates via the Platform (or phone call/email/text message before the Platform is fully functional) his or her acceptance of an Assignment, the Education Professional will be assigned to the School as an employee of Zen and an assignment fee (the “Assignment Fee”) is payable to Zen by the School.
A School may identify an Education Professional, introduced via the Platform (or phone call/email/text message before the Platform is fully functional), as a suitable candidate for a direct hire (“Direct Hire”) position. Where the School engages an Education Professional on a Direct Hire basis, an introduction fee (the “Introduction Fee”) is payable to Zen by the School.
An Introduction Fee is also payable to Zen by a School in so called “temp to perm” situations when an Education Professional who has worked at such School on an Assignment is subsequently hired directly by the School or engaged through another staffing firm within twenty-four (24) weeks of the end of any of their Assignments with the School.
The fees charged by Zen under this Agreement are sometimes referred to as “Charges”.

In consideration of the premises and the mutual undertakings hereunder, the parties agree as follows:

Prior to publicizing profiles of Education Professionals on the Platform and prior to supplying an Education Professional for an Assignment, Zen will carry out background checks required for individuals working in Schools and colleges. Zen will communicate relevant information to the relevant School prior to commencement of each relevant Assignment.
When posting an Assignment on the Platform, the School will provide details of:
1. the date on which the School requires the Education Professional to commence work and the duration, or likely duration, of the work.
2. the position which the School seeks to fill, including the type of work the Education Professional in that position would be required to do, the location at which, and the hours during which, the Education Professional would be required to work, and any risk to health or safety known to the School and what steps the School has taken to prevent or control such risks;
3. 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 the Education Professional to possess in order to work in the position; and
4. any expenses payable to the Education Professional.
An agreed upon Assignment Fee shall be paid by the School in respect of each day of an Assignment.
The Introduction Fee shall be $2,500 for a Licensed Teacher (including Short Call Substitute License) or $2,000 for other Education Professionals. This fee is payable when an Education Professional who has worked at a School on an Assignment is subsequently hired directly by the School or engaged through another staffing firm within twenty-four (24) weeks of the end of any of their Assignments with the School.
Should the Education Professional leave his or her Direct Hire position within the first ten (10) weeks and was not previously assigned to the School by Zen (i.e., no rebate will apply if the Education Professional was previously assigned to the School), then the School is entitled to a rebate (which is a percentage of Introduction Fee) depending on the period of employment.
1. Up to 2 weeks 75%
2. Up to 4 weeks 50%
3. Up to 6 weeks 25%
All Charges are subject to any applicable taxes.
If the School does not pay any Zen invoices when due, interest shall accrue on the unpaid balance at the rate of one and one-half percent (1-1/2) per month (or the highest rate permitted by law, if less) until paid in full. In addition, the School agrees to pay Zen’s costs of collection, including its reasonable attorneys’ fees and other professional fees (including expenses and court costs).
The School or Zen may terminate an Assignment without prior notice, but Zen strongly discourages the early termination of Assignments unless exceptional circumstances occur. Education Professionals depend on predictable schedules and reliable income. Early termination of Assignments without sufficient warning or reason causes undue inconvenience and provides Education Professionals with no income protection. Accordingly, the School agrees to pay one day’s Assignment Fee in respect of any confirmed Assignment cancelled less than twenty-four (24) hours prior to the agreed commencement date, to enable payment to the Education Professional.
The School undertakes to supervise the Education Professional sufficiently to ensure the School’s satisfaction with the Education Professional’s standards of work. If the School reasonably considers that the services of the Education Professional are unsatisfactory, the School may terminate the Assignment either by instructing the Education Professional to leave the Assignment immediately, or by directing Zen to remove the Education Professional. Zen may, in its absolute discretion in such circumstances, reduce or cancel the Charges for the time worked by that Education Professional, provided that the School has notified Zen immediately that they have asked the Education Professional to leave the Assignment or the Assignment terminates:
1. within four (4) hours of the Education Professional commencing the Assignment where the Assignment is for more than seven (7) hours; or
2. within two (2) hours for Assignments of seven (7) hours or less.
During an Assignment, the School will confirm to Zen that the Education Professional has indeed worked on the Assignment but, in any case, it shall be assumed that the Education Professional has worked (and the School will be invoiced accordingly) unless the School immediately notifies Zen that no work has been carried out by the Education Professional on the day in question.
Zen shall invoice the School weekly in respect of all time worked on Assignments by all Education Professionals at that School during the preceding week and the School shall pay all invoices within ten (10) business days of issuance.
Zen shall keep, and maintain for at least six (6) years following each Assignment, details of all Assignments and the Education Professionals working on them.
While Zen makes commercially reasonable efforts to ascertain the skill, integrity and reliability of the Education Professionals, and to provide the same in accordance with the details provided by the School, no liability is accepted by Zen for any loss, expense, damage or delay arising from any failure to provide any Education Professional for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Education Professional, or if the Education Professional terminates the Assignment for any reason. For the avoidance of doubt, Zen does not exclude liability for death or personal injury arising from its own gross negligence or willful misconduct, or for any other loss which it is not permitted to exclude by law.
Education Professionals supplied by Zen are Zen’s employees but are deemed to be 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 Education Professional, whether willful, negligent or otherwise, as though the Education Professionals were on the payroll of the School.
The School will comply in all respects with all public health, safety and statutory provisions as are in force from time to time, including codes of practice and legal requirements to which the School is ordinarily subject in respect of the School’s own staff (such as adequate liability insurance coverage).
Zen and the School agree that they will keep confidential all confidential information and take reasonable steps to ensure that their officers, employees and agents do not disclose confidential information except in the proper performance of their obligations under this Agreement.
Without prejudice to the generality of Section 16 above:
1. All information relating to an Education Professional posted on the Platform or otherwise provided by Zen to the School is confidential and is provided solely for the purpose of providing work-finding services to the School. Such information shall not be used by the School 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.
2. Zen undertakes to keep confidential all relevant terms and conditions of employment that the School discloses to Zen and not to use such information except for the purposes of this Agreement.
The School shall indemnify Zen from, and hold Zen harmless against, any losses incurred by Zen arising out of any Assignment or arising out of any non-compliance with, and/or as a result of any breach of, this Agreement by the School.
Zen accepts no liability for any inability to access or use the Platform caused by system downtime or by technical issues beyond Zen’s control.
Zen reserves the right to restrict a School’s access to the Platform, for example in cases of non-payment.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR LOSS OF GOODWILL), WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OFFENDING PARTY KNEW OR SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement and the Assignment details constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior agreements and understandings of the parties pertaining to its subject matter.
No modification or amendment of this Agreement shall be binding unless executed in writing by authorized signatories of both parties.
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after the termination or expiration of this Agreement, shall remain in full force and effect after the termination or expiration of this Agreement.
This Agreement may be signed in counterparts, and electronic and PDF signatures shall be treated as originals of the respective party’s signatures.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. The parties irrevocably and unconditionally consent to the exclusive jurisdiction and venue of the state and federal courts located within the Minneapolis-Saint Paul metropolitan area, State of Minnesota, for purposes of all legal proceedings arising out of or relating to this Agreement, and hereby irrevocably waive the right to trial by jury in any such legal proceedings.
Any notice required to be given under this Agreement shall be: (i) in writing signed by a person duly authorized by the sending party and (ii) delivered by hand, e-mail with acknowledgement of receipt, or prepaid first-class mail, to the recipient at its address specified in this Agreement (or otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement).
If any provision of this Agreement is held to be unenforceable, (i) such provision shall be severed from this Agreement and the remainder of this Agreement shall not be affected; and (ii) Zen and the School shall negotiate in good faith a replacement provision which is enforceable.

Education Professionals

Zen provides an online technology platform (the “Platform”) through which individuals including teachers, teaching assistants, cover supervisors, exam invigilators, substitute teachers, paraprofessionals, special education paraprofessionals, educational assistants, teacher aides, lunch room supervisors, and other positions required in schools (collectively, “education professionals”) can connect with schools and colleges (collectively, “Schools”) and where Schools can post open positions (“Assignments”) for which Education Professionals are required.
Schools can use the Platform to search for and evaluate Education Professionals and Education Professionals can post individual profiles and search for and evaluate School Assignments. Schools may offer an Assignment to Education Professionals via the Platform. Education Professionals are free to accept or reject an Assignment and can communicate their decision via the Platform.
When an Education Professional indicates via the Platform (or email/text message before the Platform is fully functional) their acceptance of an Assignment, the Education Professional will be assigned to the School as an employee of Zen and an assignment fee is payable to Zen by the School.
Alternatively, a School may identify an Education Professional, introduced via the Platform (or email/text message before the Platform is fully functional), as a suitable candidate for direct hire or may wish to directly hire an Education Professional who has worked at such School on an Assignment. In such situations, an introduction fee or a “temp-to perm” fee (as the case may be) is payable to Zen by the School.

In consideration of the premises and the mutual undertakings hereunder, the parties agree as follows:

The types of work Zen will find for the Education Professional are indicated in the definition of Education Professional in Paragraph A above. The Education Professional agrees to provide his or her services to a School on such Assignments as the Education Professional accepts, as an employee of Zen.
The Education Professional acknowledges that the nature of temporary work means that there may be periods when no suitable work is available and for which the Education Professional will not be paid by Zen.
The Education Professional acknowledges that Zen, the School or the Education Professional may terminate an Assignment at any time. Also, if the agreement entered into between Zen and the School is terminated for any reason, the Assignment shall cease with immediate effect without liability to the Education Professional, except for payment for work done up to the date of termination of the Assignment.
The Education Professional’s employment with Zen will be at-will, commencing on the day an Assignment begins and will continue until terminated by Zen or the Education Professional for any reason, at any time, with or without prior notice, and with or without cause. However, in the event the Education Professional decides to end his or her Assignment, Zen requests the Education Professional to provide one weeks’ advance notice to Zen where possible, and Zen will endeavor to provide one weeks’ advance notice to the Education Professional where possible.
Prior to acceptance of any Assignment Zen will – via the Platform, by email or by text message – provide the Education Professional with the following information:
1. the identity of the School;
2. the date the Assignment is to commence and the duration or likely duration of the Assignment;
3. the position which the School seeks to fill, including the type of work the Education Professional would be required to do in that position, the location at which, and the hours during which, the Education Professional would be required to work;
4. the rate of pay and any expenses payable by or to the Education Professional (subject to any deductions required by law or which the Education Professional may agree with Zen); and
5. 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 the Education Professional to possess in order to work on the Assignment.
By accepting an Assignment, the Education Professional accepts Sections 5 (a), (b), (c) and (d) above and confirms that he or she meets the criteria in Section 5(e) above.
If the Education Professional is unable for any reason to attend work during the course of an Assignment, the Education Professional should first inform Zen at least two hours before the Education Professional’s normal start time to enable alternative arrangements to be made. If this is not possible, the Education Professional should inform the School and Zen as soon as possible.
If, either before or during the course of an Assignment, the Education Professional become aware of any reason why the Education Professional may not be suitable for an Assignment, the Education Professional shall notify Zen without delay.
The Education Professional agrees to abide by all of Zen’s employment policies and procedures in effect from time-to-time, including but not limited to Zen’s Employee Handbook, privacy policies and good standing requirements.
The Education Professional will be paid for the Education Professional’s work on an Assignment based on the agreed rate of pay specified in the relevant Assignment posted on the Platform (or via email/text message before the Platform is fully functional) multiplied by the number of days worked in the relevant period. The Education Professional will be paid as agreed irrespective of payment being received by Zen from the School. Payment will be made on a weekly basis (net of required withholding taxes), for the work the Education Professional completed in the previous week (one week in arrears).
Unless exceptional circumstances apply, the Education Professional’s failure to inform the School or Zen of any inability to attend work as required under Section 8 above will be treated as termination of the Assignment by the Education Professional.
At the end of each Assignment or on request, the Education Professional agrees to deliver up to the School or to Zen (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, passcodes, and other materials belonging to the School which are in the Education Professional’s possession, including any data produced, maintained or stored on the School’s computer systems or other electronic equipment. In addition, when on an assignment, the Education Professional agrees to only use any data or equipment for the purposes agreed by the School, to treat as strictly confidential data the Education Professional is given access to, and to make use of any data in accordance with the School’s data usage policies.
Any pupil data shared with the Education Professional must be kept strictly confidential and not disclosed to any party except as required for the delivery of services to the School.
The Education Professional confirms that:
1. the information supplied by the Education Professional to Zen via the Platform (or via email/text message before the Platform is fully functional) is correct;
2. the Education Professional has 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 the Education Professional to possess in order to perform the Assignment;
3. the Education Professional is not prevented by any other agreement, arrangement, restriction (including, without limitation, a restriction in favor of any employment agency, employment business school or college) or any other reason, from fulfilling the Education Professional’s obligations under this Agreement; and
4. the Education Professional has the right to work in the United States for the duration of any Assignment the Education Professional may accept under this Agreement and the Education Professional is not subject to any conditions which may preclude or have an adverse effect on the Assignment.
The Education Professional agrees to indemnify Zen and the School in connection with any loss or expenses (including legal and other professional fees and expenses) which Zen or the School may incur arising from or in connection with:
1. the disclosure by the Education Professional of any confidential information; or
2. the infringement by the Education Professional of the School’s intellectual property rights.
Use of the Platform (and Zen’s services generally) is at Zen’s discretion. Zen reserves the right to suspend or remove the Education Professional’s profile from the Platform (and Zen’s services generally), and/or restrict the Education Professional’s access to the Platform (and Zen’s services generally). Examples of reasons to restrict access to the Platform (and Zen’s services generally) may include, but are not limited to, alleged provision of fraudulent qualifications or references, safeguarding concerns, or alleged unprofessional or incompetent behavior.
Zen accepts no liability for any inability to access or use the Platform (and Zen’s services generally) caused by system downtime or by technical issues beyond Zen’s control.
The Education Professional hereby grants to Zen a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue from, communicate to the public and display, any information the Education Professional submits to the public areas of Zen’s Platform or which is created by Zen, and feedback thereon, worldwide (including but not limited to photographs, videos, messages, data, and text) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in such information.
This Agreement and any attached exhibits represents the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements with respect to its subject matter.
This Agreement may be executed electronically and in counterparts, each of which when so executed and delivered shall be taken to be an original, but such counterparts shall together constitute one and the same document. This Agreement may be modified prospectively by written notice from Zen to the Educational Professional, and the Educational Professional’s continued employment after receipt of such notice shall be deemed to be his or her consent by conduct to such modification. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving party; a waiver on any one occasion shall not be effective as a waiver on future occasions.
This Agreement shall inure to the benefit of and shall be binding on the parties, Zen’s successors, and assigns and the heirs and personal representatives of the Education Professional. The Education Professional may not assign his or her rights or obligations under this Agreement and any attempted assignment by the Education Professional shall be void.
The Education Professional’s obligations and representations, which by their nature are intended to continue beyond termination of this Agreement, shall survive termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of law principles. If any part of this Agreement is deemed unenforceable by a court of competent jurisdiction, the remainder will be enforced to the full extent permitted by law.
The parties agree and acknowledge that, except as expressly provided by applicable law, enforcement of any provision of this Agreement or any other dispute between the Education Professional and Zen that arises from or relates to the Education Professional’s employment with or separation from Zen, including without limitation any and all disputes or claims related to wages, commissions, compensation, harassment, discrimination, retaliation and/or any other claim under federal, state, municipal or the common law (collectively, “Legal Disputes”), shall be resolved by final and binding Arbitration. The parties agree that the Arbitration shall be held in the county and state where the Education Professional currently works for Zen or most recently worked for Zen. The Arbitration shall be conducted by an Arbitrator(s) provided by an impartial third-party Arbitration provider, JAMS, and be subject to JAMS’ employment Rules and Procedures and the Fee Schedule in effect at the time the claim is filed with JAMS, except where such Rules are inconsistent with the terms of this Agreement, in which case the Agreement shall govern. Any award of the Arbitrator(s) is final and binding, and may be entered as a judgment in any court of competent jurisdiction. Any issues about whether a dispute constitutes a Legal Dispute subject to arbitration will be determined by a court of competent jurisdiction and not by an arbitrator. In the event a court having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective and the remainder of the Agreement shall remain in full force and effect.

The parties understand and acknowledge that by agreeing to arbitrate the Legal Disputes covered by this Section 22, they are waiving the right to resolve the Legal Disputes in court and waiving any right to a jury trial with respect to the Legal Disputes.

Notwithstanding any other provision of this Agreement or any other agreement, the parties understand and agree that no Legal Dispute between the Education Professional and Zen may be included in any class or collective arbitration or any other class or collective proceeding, including without limitation any claims asserted under the Fair Labor Standards Act or any other claim under state, federal, municipal or common law. The exclusive method for resolving any such Legal Dispute will be binding arbitration on an individual basis.

“Legal Disputes” under this Agreement do not include any claims that the Education Professional cannot be required to arbitrate as a matter of law. Nothing in this Agreement bars the Education Professional from filing a claim or charge with a governmental administrative agency, such as the Equal Employment Opportunity Commission or the National Labor Relations Board, or from filing a workers’ compensation or unemployment compensation claim.