Terms and Conditions
Last Updated: December 2025
STANDARD TERMS AND CONDITIONS FOR ALL UNIVERSITY INSTRUCTORS’ SERVICES
These Terms and Conditions constitute a legally binding agreement between purchasers of University Instructors’ products and services (“CLIENT”) and University Instructors LLC (“UI”).
1. Scope of Services. UI shall provide professional products and services as described in a Statement of Work (“SOW”) submitted to CLIENT by UI and signed by an authorized representative of CLIENT (the “Contracted Services”). The scope of Contracted Services may be expanded, extended, or modified by written amendment signed by both CLIENT and UI. CLIENT understands that UI will begin to incur costs of preparation and delivery upon signing of an SOW.
2. Appropriations; Purchase Orders. It is understood that CLIENT’s payment obligations under any SOW are subject to receipt of necessary funding appropriations. Within a reasonable time after appropriations are made that are adequate to fund the SOW, CLIENT will issue a purchase order (“PO”) to UI. No amount will be charged to CLIENT absent a signed PO or other signed authorization by CLIENT allowing UI to begin billing for services.
3. Billing. UI will be compensated pursuant to the provisions contained in the applicable PO. CLIENT will be billed for the total costs of services, to expressly include all costs of instructor employment in compliance with applicable employment laws, which may include mandatory sick and/or statutory leave time and/or overtime if requested and authorized by CLIENT. If indicated in the PO, UI may also charge a design, coordination, and management (“DCM”) fee to address administrative costs.
4. Term and Termination. UI’s services may terminate: (a) upon expiration of the last remaining PO; (b) upon written mutual consent of the parties; (c) following a material breach of these terms or of an applicable PO and a failure by the breaching party to cure such breach within a reasonable period after written notice, not to exceed ten (10) business days; or (d) if CLIENT fails to appropriate sufficient funds to secure the Contracted Services. Alternatively, UI’s engagement may be terminated for convenience by either party at any time upon sixty (60) days’ written notice to the other party. Upon expiration or termination of UI’s engagement for any reason, or upon CLIENT’s reduction or cancellation of any Contracted Services, UI shall be entitled to receive compensation for Contracted Services partially or fully performed prior to the effective date of termination, cancellation, or reduction, and for all costs incurred in preparing to perform Contracted Services prior to any notice of termination, cancellation, or reduction, whether or not such services are delivered. Costs subject to recoupment by UI include, but are not limited to the costs of recruitment, screening, training, and reassignment of instructors, as well as design, coordination, and management costs.
5. Required Documentation. Prior to the start of services, CLIENT agrees to provide UI with all documentation that CLIENT requires for billing or compliance purposes, including documentation regarding student attendance, instructor timesheets, reporting, data sharing, codes of conduct, or other applicable state or local policies. UI is not responsible for compliance with documentation that CLIENT has not provided to UI. In addition, upon executing an SOW, CLIENT agrees to send Ul's Communication Package to each individual school receiving UI’s services, to allow UI to gather specific information about each school's needs and to introduce UI to school administrators.
6. Screening. UI will ensure that all placed UI instructors/staff have passed a comprehensive, 7-year criminal background check including the National Sex Offender Registry Database and a check of the Multi-State Instant Criminal Database. Each school year, UI will complete an updated criminal background check for all existing UI instructors/staff. UI verifies the educational backgrounds of its instructors/staff by reviewing their transcripts as a part of the hiring process. Further, UI participates in the E-Verify program, which verifies employment authorization and is operated by the U.S. Department of Homeland Security in partnership with the Social Security Administration. If CLIENT requires additional background or criminal searches, including searches that extend beyond the standard 7 years, the parties must agree in writing to modify UI’s search parameters. Additional charges may apply for expanded background searches. To the extent CLIENT imposes its own, supplemental background checks, fingerprinting, or drug or disease screenings, UI will ensure that its instructors/staff comply with CLIENT requirements prior to assignment at any CLIENT site, with the understanding that additional screenings may affect program start dates.
7. Data Collection. By accepting UI services, CLIENT permits UI to collect and use, for the limited purposes of: (a) performing the Contracted Services; and (b) internal research to measure and improve UI’s services, the following types of information: (i) student rostering and enrollment data, including but not limited to student name, school ID number, student ID number, student grade level, student district email address, course information, teacher name and ID; and (ii) student academic and performance data, including but not limited to prior and current year scores on state and district assessments, diagnostic tool results, standardized test results, prior and current year attendance rates, and prior and current year disciplinary referrals. During the term of Ul's services, CLIENT will provide, or facilitate the provision of, such data, subject to UI’s compliance with CLIENT’s data sharing requirements. UI will keep all data secure and confidential and in a manner compliant with FERPA, applicable laws, and all CLIENT data and security policies. If CLIENT utilizes Clever for the transfer of any data used by UI in the performance of the Contracted Services, CLIENT hereby agrees to abide by Clever's Terms of Service, available at: Terms of service I Clever.
8. Instructor Qualifications. UI will provide instructors that meet the minimum qualifications listed in the applicable SOW, if any. It is CLIENT’s responsibility to ensure that any qualifications required by CLIENT are communicated to UI in writing prior to the start of recruiting.
9. Materials and Supplies. UI instructors will utilize materials, supplies, and benchmark assessments provided by CLIENT’s classroom teachers to ensure continuity and alignment with district pacing. Computer assisted instruction, if required, will be conducted using school-supplied computer equipment. CLIENT will retain ownership over all CLIENT materials. To the extent UI provides to the CLIENT or uses as part of the Contracted Services any materials, data, information, training content, curriculum, manipulatives, modules, learning aids, marketing materials, supplies, deliverables, or other resources created by UI, UI will retain exclusive ownership over those materials. CLIENT may not share, copy, disseminate, publish, or otherwise use UI materials without UI’s prior written consent. CLIENT will return any UI materials in CLIENT’s possession upon termination of the applicable SOW. If needed during the term of the Contracted Services, CLIENT will provide UI with a secure physical location at CLIENT’s site for storage of UI materials.
10. Food & Transportation. Unless otherwise stated in an SOW, UI will not provide food or transportation to any student or CLIENT as part of the Contracted Services.
11. Meetings and Reporting. Upon CLIENT's written request and where appropriate, UI instructors will attend planning, assessment, and other school-related meetings. Meetings may be attended remotely or in person, at the mutual agreement of the parties. Time spent preparing for and attending meetings and preparing reports requested by CLIENT will be billed to CLIENT at the hourly rate set forth in the applicable SOW.
12. Training; Seasonal Professional Development. UI will provide its instructors with training on UI policies, procedures, and expectations, as well as skill coaching, including best practices for small group instruction. UI also provides each instructor with up to 35 hours of seasonal professional development training to ensure student and instructor success and continuity. Seasonal training takes place during holidays, school breaks, and intercessions. The specific amount of seasonal training to be applied to each CLIENT’s services will be included in the SOW. In addition to UI’s training, CLIENT is welcomed and encouraged to include UI instructors, as appropriate, in CLIENT-specific training provided to its own classroom teachers and instructors during teacher workdays or professional development days. Time spent attending CLIENT-provided or CLIENT-mandated training will be billed to CLIENT at the hourly rate specified in the SOW.
13. Cooperative Purchasing. If agreed to by UI and permitted by applicable procurement laws, other public bodies throughout the United States may utilize any contract awarded to UI through a competitive procurement process to secure similar services from UI.
14. Non-Solicitation of UI Employees. Unless otherwise stated in a contract or SOW, during the term of any contract with UI, CLIENT shall not, directly or indirectly, for itself or on behalf of any other person or entity, solicit for employment, hire, employ, engage as an independent contractor, or otherwise induce to leave the employment or engagement of UI any employee, contractor, or other personnel of UI who is or was involved in the performance, oversight, management, or delivery of the Contracted Services without UI’s prior written consent and, where appropriate, compensation to UI for recruiting, vetting, placement, training, replacement, and other costs.
15. Assumptions. The scope, pricing, timelines, and delivery set forth in UI’s SOWs are predicated upon the following set of assumptions. Changes or discoveries that invalidate these assumptions can adversely affect Ul's ability to deliver on schedule and on budget and may necessitate an amendment to scope, pricing, or timelines.
a) Whenever possible, UI will be provided with a minimum of 4 weeks between issuance of a PO and the start date of requested services to allow UI sufficient time to recruit and place requested instructors.
b) On full workdays, UI instructors are paid for 7.5 hours. This standard workday allows UI to recruit and retain the highest qualified educators. Half-days are 4 hours.
c) Once an instructor start date is confirmed, the start date should not be delayed by CLIENT by more than 10 school days. CLIENT understands that, to prevent attrition, UI will begin paying each placed instructor on the start date listed in the SOW. If CLIENT delays the start by more than 10 days, that cost may be passed on to CLIENT, depending on the circumstances of the delay and the cost incurred by UI due to the delay. This does not apply to delays due to force majeure events outside of CLIENT’s control.
d) On days when school is canceled to due inclement weather or other factors beyond UI’s or CLIENT’s control, UI will provide training, professional development, or other services to CLIENT within the scope and budget of the SOW.
e) Once a PO is issued, any decrease in ordered services below 95% of the total hours in the PO may require an increase in pricing, extension of delivery or service dates, substitution of services, or other remedial measures. UI and CLIENT will collaborate in good faith to utilize all services in an issued PO.