Thanks
for taking the time to learn about TutorNinjas.
This is where you'll find information about how we protect your privacy, TutorNinjas terms of service and how we handle user accounts..
The following section is structured as follows:
i. Terms of Service
ii. Client Policy
iii. Tutor Policy
Thank you for expressing an interest in contributing to the improvement of the user experience on www.TutorNinjas.com (the ‘Site’). These terms incorporate our Privacy Policy and Cookie Policy and the Tutor Policy and/ or the Client Policy (where applicable) by this reference (collectively called the ‘Licence’). Unless otherwise indicated all definitions in the Client Policy and the Tutor Policy shall apply to this Licence. TutorNinjas Ltd, a company registered in England and Wales with a registered office at: 2nd Floor, College House, 17 King Edwards Road, London, HA4 7AE , herein referred to as TutorNinjas or ‘We’ set out the following terms and conditions upon which TutorNinjas offers a user i.e. the person visiting the Site herein referred to as ‘You’ and ‘Your’ a licence to use the Site and the Services.
TutorNinjas and Tutorninjas.com are the trading names of Tutorninjas Limited.
By using any of the Services and the Site, You expressly agree to be bound by this Licence and all applicable laws and regulations governing the Site and the Services. The Licence forms a legally binding agreement between You and TutorNinjas in relation to Your use of the Site and/ or the Services and applies to all users of the Services whether registered or not on the Site and who may also be contributors of UGC posted on the Site.
You should read the Licence carefully and ensure that You understand the effect before proceeding to use the Site and/ or the Services. If You disagree with any part of the Licence, do not use the Site for the purpose of the Services. If You violate the Licence, TutorNinjas may terminate Your use of the Site, bar You from future use of the Site, and/or take appropriate legal action against You. TUTORNINJAS reserves the right to change the terms of this Licence at any time without notice, effective immediately upon posting on the Site. Please check this page of the Site periodically. You agree that TutorNinjas will treat Your use of the Site and/ or the Services as acceptance of the terms of this Licence going forward including Your continued use subsequent to any changes being posted on the Site.
1. LICENCE
When using the Site and the TutorNinjas, You grant TutorNinjas and the Tutor or Client the IP Licences set out in Your Client Policy or Tutor Policy respectively.
2. TUTORNINJAS’S CONTENT ON THE SITE
With the exception of UGC submitted to the Site by You, all other content and the selection and arrangement of such content on the Site is either owned by or licensed to TutorNinjas (‘Content’), and is subject to copyright, trade mark rights, and other intellectual property rights of TUTORNINJAS and TUTORNINJAS’s licensors. Such Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on Content not uploaded or posted by You are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of TUTORNINJAS or, where applicable, TUTORNINJAS's licensors. TUTORNINJAS and its licensors reserve all rights not expressly granted in and to their Content.
3. COPYRIGHT LICENCE
We will terminate the privileges of any user who uses this Site to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, users who submit UGC to this Site must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the user that they have used this Site as an instrument of unlawful infringement, We will terminate the infringing user’s rights to use and/or access this Site. We may, also in our sole discretion, decide to terminate a user's rights to use or access the Site prior to that time if We believe that the alleged infringement has occurred.
4. CONDUCT
You agree to provide true and accurate information when using the Site. You may NOT use another person's email address, Account details or the name of another individual when using this Site and agree to notify TUTORNINJAS immediately of any unauthorised use of Your email or any other breach of security. Although TUTORNINJAS cannot monitor the conduct of users off the Site, it is a violation to use any information obtained from this Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any user without their prior explicit consent.
5. PERMITTED USE OF THE SITE
You may view Site pages, download Site pages for caching purposes only, and print Site pages (excluding Site images). You agree that You are only authorised to visit, view and to retain a copy of pages of this Site for Your own personal non-commercial use.
6. GENERAL RESTRICTIONS ON USE
TUTORNINJAS grants You permission to access and use the Site and the Services subject to the following express conditions, and You agree that Your failure to adhere to any of these conditions shall constitute a breach of this Licence on Your part. You agree:
a. not
to sell, license, rent, distribute or otherwise exploit any UGC or
Content for any other purposes without the prior written consent of
TUTORNINJAS or the respective licensors of the UGC or the
Content;
b. not to post, frame, deep link, publish, reverse
engineer or modify or make any derivative works of any part of or
parts of the Site or the Services, including but not limited to any
UGC or Content, in any medium without TUTORNINJAS's prior written
authorisation, unless TUTORNINJAS makes available the means for such
activity through functionality offered by the Services;
c. not
to alter or modify any part of the Site or any of the Services or use
the same in any way which is unlawful, illegal, fraudulent or
harmful, or in connection with any unlawful, illegal, fraudulent or
harmful purpose or activity;
d. not to access UGC or Content
through any technology or means other than the Site itself or such
other means as TUTORNINJAS may explicitly designate for this
purpose;
e. not to access or attempt to access the Accounts
of other Clients or Tutors or penetrate or attempt to penetrate
TUTORNINJAS’s security measures;
f. not to (or attempt to)
circumvent, disable or otherwise interfere with any security related
features of the Site or the Services or features that (i) prevent or
restrict use or copying of UGC or Content; or, (ii) enforce
limitations on the use of the Services or the UGC or Content
accessible via the Service.
g. not to use any area of the
Site or the Services for any commercial purposes. You must obtain our
prior written consent to make commercial offers of any kind, whether
by advertising, marketing, solicitations, links, or any other form of
communication. We will investigate and take appropriate legal action
against anyone who breaches this provision, including without
limitation, removing the offending communication from the Site and
barring anyone breaching this provision from future use of the Site
and the Services. We reserve the right to block access to this Site,
or to cancel a reservation in respect of one or more pre-booked
Online Lessons with respect to any person who is known or reasonably
believed to be (or is associated with any person who is known or
reasonably believed to be) acting unlawfully, or breaching these
Terms, or infringing TUTORNINJAS’s rights. Breaching any terms on
the Site will be deemed to be a breach of these Terms.
h. not
to use the Site to copy, store, host, transmit, send, use, publish or
distribute any material which consists of (or is linked to) any
spyware, computer virus, Trojan horse, worm, keystroke logger,
rootkit or other malicious computer software;
i. not to
conduct any systematic or automated data collection activities
(including without limitation scraping, data mining, data extraction
and data harvesting) on or in relation to any user of the Site or the
Services;
j. not to attack our Site via a denial-of-service
attack or a distributed denial-of service attack.
By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will cooperate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use our Site will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access our Site. You should use Your own virus protection software.
7. PROHIBITED CONTENT
The following is a partial list of content which is illegal or prohibited on the Site. You agree that You will not submit any UGC to the Site that:
a. is
patently offensive to the online community, such that it promotes
racism, bigotry, hatred or physical harm of any kind against any
group or individual;
b. could be harmful to
minors;
c. harasses or advocates harassment of another
person;
d. involves the transmission of "junk mail",
"chain letters", or unsolicited mass mailing or
"spamming";
e. promotes information that You know
is false, misleading or promotes illegal activities or conduct that
is abusive, threatening, obscene, defamatory or
libellous;
f. promotes an illegal or unauthorised copy of
another person's copyrighted work, such as providing pirated computer
programs or links to them, providing information to circumvent
manufacture-installed copy-protect devices, or providing pirated
music or links to pirated music files;
g. contains restricted
or password only access pages, or hidden pages or images (those not
linked to or from another accessible page);
h. displays
pornographic or sexually explicit material of any kind;
i. provides
material that exploits people under the age of 18 in a sexual or
violent manner, or solicits personal information from anyone under
18;
j. provides instructional information about illegal
activities such as making or buying illegal weapons, violating
someone's privacy, or providing or creating computer
viruses;
k. solicits passwords or personal identifying
information for commercial or unlawful purposes from other users;
and,
l. engages in commercial activities and/or sales without
our prior written consent such as contests, sweepstakes, barter,
advertising and pyramid schemes.
8. PRIVACY AND CONFIDENTIALITY
This Licence incorporates our Privacy Policy and Cookie Policy by these references which apply in full to Your use of the Site and the Services.
9. AVAILABILITY AND SECURITY OF THE SITE
9.1 TUTORNINJAS does not warrant the validity and accuracy of information on the Site or the Services or that the Site is kept up-to-date. The Site and its content and the Services are delivered on an "as-is" and "as-available" basis. TUTORNINJAS shall use reasonable endeavours to ensure that the Site, the Services and any information it holds on You are kept secure. However, due to the nature of the internet, TUTORNINJAS does not represent or warrant to You that:
a. Your
use of the Site and/ or the Services will be uninterrupted, timely,
secure or free from error at all times, nor that it will provide
specific results from use of the Site or any content, search or link
on it;
b. Your use of the Services will meet Your
requirements;
c. any information obtained or downloaded by
You as a result of Your use of the Services will be accurate,
reliable or free of viruses or contamination or destructive
features;
d. Your shared UGC will not be used by a third
party in various ways;
e. there will not be any defects in
the operation or functionality of any software provided to You as
part of the Services; and,
f. those who intentionally attempt
to and/or gain unauthorised access to the same by means such as,
without limitation, computer hacking will not be successful.
10. HYPERLINKS AND SEARCH RESULTS
The Site may contain hyperlinks or produce search results that reference or link to third party sites throughout the World Wide Web. These are provided for Your ease of reference only and TUTORNINJAS does not endorse such sites or accept any responsibility for the content of such sites and cannot therefore guarantee, represent or warrant that the content contained in the sites is accurate, legal and/or inoffensive or that they will not contain viruses or otherwise impact Your computer. By using the Site to search for or link to another site, You agree and understand that You may not make any claim against TUTORNINJAS for any damages or losses, whatsoever, resulting from Your use of the Site to obtain search results or to link to another site. TUTORNINJAS advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit.
11. SUSPENSION AND TERMINATION
11.1 You
acknowledge that TUTORNINJAS has no obligation to monitor any UGC or
other Content provided by third party users. You further understand
and agree that in TUTORNINJAS's sole discretion, and without prior
notice, TUTORNINJAS may terminate its Licence with You and may
therefore choose to suspend or terminate Your access to the Site and
the Services at any time or exercise any other remedy available and
modify or delete any unauthorised UGC, if TUTORNINJAS believes that
the UGC You provided has violated or is inconsistent with this
Licence or violated the rights of TUTORNINJAS or another TUTORNINJAS
Member. Notwithstanding this, You are solely responsible for and bear
the legal risk associated with such UGC anywhere in the
world.
11.2 TUTORNINJAS may release user information
about You if required by law or subpoena, or if the information is
necessary or appropriate to release to deal with an unlawful or
harmful activity.
11.3 You agree that monetary damages
may not provide a sufficient remedy to TUTORNINJAS for violations of
this Licence and You consent to injunctive or other equitable relief
for such violations.
11.4 You acknowledge and agree that
to improve the Site and/ or the Services, TUTORNINJAS may stop
(permanently or temporarily) providing the Services (or any features
within the Services) to You or to users generally at TUTORNINJAS's
sole discretion, without prior notice to You.
12. YOUR WARRANTIES
12.1 You represent and warrant that:
a. You
have (and will continue to have whilst the UGC remains posted on the
Site) all necessary licences, rights, consents, and permissions which
are required to enable TUTORNINJAS to use or display Your UGC in the
manner contemplated by the terms of this Licence;
b. You are
happy to share Your UGC with other Clients and/ or Tutors as the case
may be who access and/ or register on the Site to the extent required
for the Services to be delivered as intended;
c. You will not
post nor upload any UGC which contains material which is unlawful for
You to possess, or which it would be unlawful for TUTORNINJAS to use
or possess in connection with the provision of the Interactive
Services;
d. the UGC that You submit to the Interactive
Services will not contain any third party copyright material, or
material that is subject to other third party proprietary rights
(including rights of privacy or rights of publicity), unless You have
a formal licence or permission from the rightful owner, or are
otherwise legally entitled, to post the material in question and to
grant TUTORNINJAS the licence referred to in clause 1 above;
e. You
will comply in particular at all times with clauses 4, 5, 7 and 8 of
this Licence relating to Conduct, General Restrictions on Use,
Prohibited Content and Privacy and Confidentiality; and,
f. You
will keep Your TUTORNINJAS Login details secure and confidential.
13. INDEMNITY
13.1 You
agree that You are solely responsible for any breach of Your
obligations under the Licence and for the consequences of any such
breach.
13.2 You agree to indemnify and hold TUTORNINJAS
harmless from any loss, liability, claim or demand, including
reasonable legal fees, incurred by or asserted against TUTORNINJAS,
arising out of or in connection with
a. any
breach of the terms of this Licence (including the Privacy
Policy and the Cookie Policy as duly incorporated) or
breach of warranty by You or by Your acts or omissions;
b. any
breach by a third party arising out of Your use of the Site and/ or
the Services or by Your acts or omissions, including also Your use of
the Site and/ or the Services to provide a link to another website or
to upload UGC or other information to the Site (unless You have a
formal licence or permission from the rightful copyright owner, or
are otherwise legally entitled, to post the UCG in question and to
grant TUTORNINJAS and the Tutor and/ or the Client the licences);
and,
c. any breach resulting from Your non-authorised use,
creation (and modification) of an Online Lesson Recording on or off
the Site.
14. LIABILITY
14.1 Nothing in this clause 15 shall exclude or restrict TUTORNINJAS’s liability for:
a. fraudulent
misrepresentations;
b. any liability where the law does not
permit such exclusion of liability; and,
c. death or personal
injury arising from negligence.
14.2 TUTORNINJAS
shall not be in breach of any of its obligations under this Licence
which arises or occurs due to the act, omission, default of You or
Your failure to comply with any of Your obligations under this
Licence.
14.3 Subject to clause 15.1, TUTORNINJAS shall
not be liable to You in contract, tort (including negligence) or
otherwise for any consequential, special or incidental loss or damage
(whether direct or indirect) or, anticipated profits, business, data,
opportunity, revenue, goodwill, or reputation suffered by You arising
from Your use of the Site and/ or the Services or, any loss or damage
which may be incurred by You as a result of:
a. any
breach by You of this Licence or breach of warranty by You or the
acts or omissions of You including Your use of or inability to use
the Site and/ or the Services in accordance with the terms of this
Licence;
b. any reliance placed by You on the completeness,
accuracy or existence of any advertising;
c. any changes
which TUTORNINJAS may make to the Services, or for any permanent or
temporary cessation in the provision of the Services (or any features
within the Services);
d. the deletion of, corruption of, or
failure to store, any UGC and other communications data maintained or
transmitted by or through Your use of the Services;
e. the
availability of third party sites or resources, or as a result of any
reliance placed by You on the completeness, accuracy or existence of
any advertising, products or other materials on, or available from,
such websites or resources; and
f. the acts, omissions and
conduct of any third party users in connection with or otherwise
related to Your use of the Site and/ or the Services.
14.4 The
limitations on TUTORNINJAS’s liability to You in this clause 15
shall apply whether or not TUTORNINJAS has been advised of or should
have been aware of the possibility of any such losses
arising.
14.5 Except as expressly set out in this
Licence, TUTORNINJAS gives no warranties and excludes all other
express or implied terms, conditions and warranties including also
any implied warranties of merchantability and fitness for a
particular purpose to the fullest extent permitted by law.
15. ENTIRE AGREEMENT/ SEVERABILITY
This Licence incorporates our Privacy Policy and Cookie Policy and the Tutor Policy and/ or the Client Policy (where applicable) which together constitute the entire agreement between You and TUTORNINJAS in relation to Your use of the Site and/ or the Services and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of the terms constituting the Licence, the remaining terms shall remain valid and in force.
16. ASSIGNMENT
This Licence shall be personal to You and You may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without TUTORNINJAS’s prior written consent. TUTORNINJAS reserves the right to assign or transfer all or any of its rights and obligations under this Licence to any companies in the same group as TUTORNINJAS or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.
17. NO WAIVER
Failure by either TUTORNINJAS or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
18. THIRD PARTY RIGHTS
You may enforce the terms of this Licence in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the "Act"). Except as provided above, this Licence does not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.
19. LAW AND JURISDICTION
All of the terms in this Licence are governed by English Law and any disputes arising in relation to this Licence and/or the Site are subject to the exclusive jurisdiction of the English Courts.
We keep our statement under regular review. This statement was last updated on 22nd August 2016.
These terms and conditions, herein referred to as the ‘Client Terms’ set out the terms and conditions under which My TutorNinjas Limited, a company registered in England and Wales (No. 12288027 ) with a registered office at: 2nd Floor, College House, 17 King Edwards Road, London HA4 7AE , herein referred to as ‘TUTORNINJAS’ or ‘We’ grant to the Client, a licence to use TUTORNINJAS’s virtual online platform at www.TutorNinjas.com (the ‘Site’) which is dedicated to facilitating the sourcing of Tutors by enabling registered Clients to access publicly available profiles of various Tutors offering Tutoring Services in various subjects; and, to providing a platform from which Tutors can deliver Tutoring Services direct to Students who are registered on the Site (the ‘Agreement’).
TutorNinjas and TutorNinjas.com are the trading names of My TutorNinjas Limited.
In providing the Site and the TUTORNINJAS Services, TUTORNINJAS does not provide the Tutoring Services. To avail of the Tutoring Services, the Client enters into a legally binding Contract with the Tutor which is separate and distinct from this Agreement. In these Client Terms, references to ‘You’ and ‘Your’ are references to the Client (i.e. the Student or Sponsor of which You may be just one or both) registered on the Site who may benefit from the Tutoring Services offered by Tutors by way of using the TUTORNINJAS Services provided by TUTORNINJAS. When You use the Site, the TUTORNINJAS Services and the Tutoring Services (together, the ‘Services’), You agree that these Client Terms apply to that use in addition to any other terms and conditions which may apply including the Privacy Policy, the Cookie Policy and the Terms of Service (where applicable) which are incorporated by this reference. This licence is a personal licence which may be revoked at any time.
1. YOUR AGREEMENT WITH MY TUTORNINJAS LIMITED
These Client Terms govern the activities of Clients in relation to Your use of the Site and the Services. By using the Site and the Services, You accept these Client Terms in full. TUTORNINJAS reserves the right to change the terms relating to these Client Terms (or any part) at any time, effective immediately upon posting on the Site. Please check this page of the Site periodically. Read it carefully and ensure that You understand its effect before proceeding to use the Services. If You disagree with any part of the Client Terms, do not use the Site or the Services. If You are uncertain as to Your rights under these Client Terms or You want any explanation about them please contact us.
2. DEFINITIONS
Unless the contrary intention appears, the following definitions shall apply:
Account
means the
secure account(s) created by You, which holds Your personal
information and from where You can access the Services via Your
TUTORNINJAS Login.
Additional
TUTORNINJAS Credits
refers
to TUTORNINJAS Credits that are credited to Sponsor’s Account by
TUTORNINJAS as a result of e.g. the distribution of a Referral
Discount Code, any offer or discount, a goodwill gesture or similar
gifting/ promotion. Such shall have no cash equivalent, shall not be
refundable or capable of being withdrawn other than by means of a
redemption in respect of Tutoring Services and shall expire six (6)
months from issue.
Client
means
a person who is registered to use the TUTORNINJAS Site with a view to
directly entering into a formal contractual relationship with
the Tutor for the provision of Tutoring Services, whether that be the
Student and/ or (if under eighteen (18)), the Student's
Sponsor.
Client
Fees
means
the amounts collected by TUTORNINJAS from Client on behalf of the
Tutor for the Tutoring Services.
Client
Ratings
means
the feedback left by a Client on the Site in response to the
performance of the Tutoring Services by a particular Tutor which is
scored on a 1-5 star rating (1 being poor; 5 being
outstanding).
Confidential
Information
means
any information which is imparted or obtained under this Agreement by
TUTORNINJAS to You on, before or after the commencement in confidence
(whether in writing, verbally or by other means and whether directly
or indirectly) or is of a confidential nature, relating to the
business or prospective business, current or projected plans or
internal affairs of TUTORNINJAS including, but not limited to
information pertaining to Tutors, Tutor Correspondence, logging in,
TUTORNINJAS correspondence and any other commercial, financial or
technical information or other information relating to the business
or prospective business of TUTORNINJAS which might reasonably be
considered to be confidential in nature.
Contract
means
the period during which, and the terms upon which, You are provided
with Tutoring Services by any one Tutor as agreed between You and the
Tutor via the Site. The Contract is formed in accordance with clause
3.4.
Data
Protection Legislation
the
Data Protection Act 1998, the Data Protection Directive (95/46/EC),
the Regulation of Investigatory Powers Act 2000, the
Telecommunications (Lawful Business Practice) (Interception of
Communications) Regulations 2000 (SI 2000/2699), the Electronic
Communications Data Protection Directive (2002/58/EC), the Privacy
and Electronic Communications (EC Directive) Regulations 2003 (SI
2426/2003) and all applicable laws and regulations relating to the
processing of personal data and privacy, including where applicable
the guidance and codes of practice issued by the Information
Commissioner.
Deemed
Start Date
means
the date and time when payment of Client Fees are received by
TUTORNINJAS.
Dispute
means
any dissatisfaction expressed by You or any complaint made by You or
any other dispute or potential dispute or claim made by You in
connection with the provision of the Tutoring Services rendered by a
Tutor (or the provision of the TUTORNINJAS Services which is
communicated to TUTORNINJAS by You).
Intellectual
Property Rights
patents,
rights to inventions, copyright and related rights, trade marks,
trade names, domain names, rights in get-up, rights in goodwill or to
sue for passing off, unfair competition rights, rights in designs,
rights in computer software, database rights, topography rights,
moral rights, rights in confidential information (including without
limitation know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and
including all applications for and renewals or extensions of such
rights, and all similar or equivalent rights or forms of protection
in any part of the world.
Instant
Help Session(s)
refers
to a type of Tutoring Service which can be arranged and purchased on
the Site and which is delivered instantly subject to immediate
payment of TUTORNINJAS Credits from the TUTORNINJAS
Wallet.
Losses
means
any claims, losses, demands, actions, third party claims, damages,
costs (including court costs and legal fees), fines, liabilities,
obligations, liens and expenses.
Materials
refer
to content relating to the Tutoring Services (including images (audio
and/or visual), text, music, trademarks, symbols, logos and
slogans).
Meet
The Tutor Session
is
an optional unpaid interview between You and a potential Tutor of
approximately fifteen (15) minutes duration which provides an
opportunity for You to become acquainted with Your Tutor, to discuss
your specific learning requirements and/ or concerns and to assess
their suitability to deliver Tutoring Services to You. There is no
obligation to book or pay for further Tutoring Services. Please note
we do not require Tutors to attend these sessions and some Tutors may
be unavailable for Meet The Tutor Sessions.
TUTORNINJAS
Credit(s)
represents
the pre-paid credits deposited in the TUTORNINJAS Wallet with which
the Tutoring Services can be purchased from the Tutors on the Site
upon redemption. One (1) TUTORNINJAS Credit represents one (1) pound
sterling.
TUTORNINJAS
Credit Redemption Notice
as
per clause 3.5
TUTORNINJAS
Credit Top-Up Prompt
as
per clause 3.7.
TUTORNINJAS
Login
refers
to Your unique username and password.
TUTORNINJAS
Services
includes
the provision of an online platform i.e. a website whereupon
TUTORNINJAS provides an online marketplace for Clients to contact
Tutors. TUTORNINJAS do not provide the Tutoring Services but do
facilitate their provision by Tutors to Clients via the Site. The
TUTORNINJAS Services further include a database of Tutors, back
office support including customer services, billing, website and IT
services including the use of the virtual Online Lesson
Space.
TUTORNINJAS
Tools
refers
to the minimum requirements for using and accessing the Tutoring
Services including the use of a computer, recommended browser,
webcam, a broadband internet connection (with sufficient bandwidth),
a sound card and a headset and microphone.
TUTORNINJAS
Wallet
refers
to the online electronic wallet which holds Sponsor’s TUTORNINJAS
Credits that can be redeemed against the purchase of Tutoring
Services on the TUTORNINJAS Site.
TUTORNINJAS
Wallet Quota
as
per clause 3.7.
Service
Fee
a
per transaction booking fee charged to Client when booking an Online
Lesson session. This is paid either when booking an Online Lesson or
purchasing credits to be used to book an Online Lesson
session
Recordings
refer
to the recording of any Online Lesson or Instant Help Session which
can be accessed and viewed for up to one (1) month
thereafter.
Referral
Discount Code
refers
to the promotional discount code that TUTORNINJAS may provide to
registered Sponsors to pass on to new prospective Sponsors of
potential Students, the value of which can be redeemed against the
first Tutoring Service ordered as described in clause 3.9.
Refund
Request Notification
refers
to the email Sponsor must send to TUTORNINJAS to request a refund of
the funds held in the TUTORNINJAS Wallet by way of TUTORNINJAS
Credits as referred to at clause 3.8.
Selection
Criteria
means
the selection criteria as set out on the Site.
Selection
Process
refers
to the process determined by TUTORNINJAS from time to time whereby
Tutors may be selected to offer Tutoring Services to Clients by
accessing and using the Site and the TUTORNINJAS
Services.
Services
refer
to both the TUTORNINJAS Services and the Tutoring Services provided
by the Tutor.
Sign
Up
means
registering on the Site as a Sponsor and/ or Student as per clause
3.1
Site
means
a website owned and managed by TUTORNINJAS including
www.TutorNinjas.com.
Sponsor
means
the individual contracting on behalf of the Student with TUTORNINJAS
and the Tutor for the provision of the TUTORNINJAS Services and the
Tutoring Services e.g. a Parent/ Guardian/ Carer or other person (or
the same person as the Student if they are over eighteen (18) years
old) with responsibility for the Student and/ or the payment of the
Client Fees.
Student
means
a person receiving the Tutoring Services via TUTORNINJAS delivered by
a Tutor.
Tutorial(s)
refers
to the online pre-booked tutoring session which is booked by a Client
via the Site.
Tutor
Mail
means
the internal email system available for Clients to contact Tutors and
vice versa via the Site.
Tutoring
Services
means
the provision of online tutoring by a Tutor by way of individual
Online Lessons in real-time and Instant Help Sessions, suitably
tailored to meet the individual requirements of the Students
including access to the Recordings.
Tutor
means
a registered tutor who has applied and been selected to join the
TUTORNINJAS community of Tutors who wish to carry out Tutoring
Services using the TUTORNINJAS Services to do so.
UGC
means
user generated content provided (including Materials as defined),
uploaded, embedded or otherwise displayed and/ or stored on the Site
by the Client for the purposes of using or accessing the Services
which may include but are not limited to Your profile, text,
articles, images, graphics, photos, stories, audio, video, software,
audio-visual combinations, interactive features and other materials
in any form, medium or technology now known or hereinafter developed
that may be viewed on, accessed through or disseminated publicly on
the Site for Your use and for use by TUTORNINJAS and a
Tutor.
VAT
means
value added tax chargeable under English law for the time being and
any similar additional tax.
Written
Notice
means
any notice given under this Agreement shall be in writing and signed
by or on behalf of the party giving it and shall be served by
delivering it personally, or by sending it by pre-paid recorded
delivery or registered post to the relevant party at (in the case of
the Client) the address submitted during the Sponsor’s Account Sign
Up (as defined below) and (in the case of TUTORNINJAS), the
registered address.
3. CLIENT REGISTRATION & TUTORNINJAS SERVICES
3.1 There
is a two-step approach to initially signing up to the Site. As a
Student under eighteen (18) years of age, You need to register and
provide us with Your name and email address and the Student’s
Sponsor also needs to register and provide us with a name and contact
email address. Sponsors shall be responsible for managing the
provision of all elements of Tutoring Services on behalf of Students
including but not limited to being responsible for paying Client
Fees, requesting refunds, purchasing TUTORNINJAS Credits, receiving
email communications from TUTORNINJAS, making referrals by way of
distributing Referral Discount Codes receiving Additional TUTORNINJAS
Credits in to the TUTORNINJAS Wallet etc (‘Sponsor
Responsibilities’). If You are a Student who is over eighteen (18)
years of age and You do not have a Sponsor, You will be required to
register twice as both Sponsor and Student. With Your Sponsor hat on,
You must manage the aforementioned Sponsor Responsibilities on behalf
of yourself as the Student (‘Sign Up’).
3.2 During
Sign Up, in order to provide You with maximum protection, You will be
asked to input Your username (which will be Your email address) and
You will be asked to choose a password to access your Account on the
Site and to benefit from the Services in accordance with these Client
Terms. You will keep Your password relevant to the Site and the
Services confidential and not reveal it to anyone else. You are
responsible for all activities that are carried out under Your
username and password which shall represent Your TUTORNINJAS Login.
We do not have the means to check the identities of all people using
the Site and will not be liable where Your username and/or password
are used by someone else. You agree to notify TUTORNINJAS immediately
by email to support@TutorNinjas.com of any unauthorised use of Your
Account of which You become aware (with “IMPORTANT – PASSWORD”
in the subject line). You will not create additional Accounts for the
purpose of abusing the functionality of the Site or other registered
Clients or for any other reason in breach of this
Agreement.
3.3 Once You have secure logins to the
TUTORNINJAS Site, You will then be required to complete Your
registration by telling us some basic information about You and the
subjects You wish to receive Tutoring Services for by using our
simple online form (‘Registration’). Completing Registration will
give You access to protected areas of the Site. You can proceed to
select potential Tutors by reviewing their personal résumés, and
viewing their introductory video. If applicable, you may read Client
Ratings from others who have previously been a Client of that
Tutor.
3.4 You have the option to book a Meet The Tutor
Session. If You decide thereafter to make a booking, the first Online
Lesson can be arranged during Your Meet The Tutor Session or via
Tutor Mail. When You book Your Online Lesson on the Site, You will be
given the opportunity to identify and correct any errors with Your
information before You make payment. You will then be required to
make payment in accordance with clause 6. If Your payment is
successful, We, on behalf of Tutors, will accept and complete Your
order by sending You an order confirmation to the email You used
during Sign Up to indicate acceptance of Your offer and the
conclusion of a binding and legally enforceable Contract for the
supply of the Services in accordance with these Client Terms. Payment
can only be made from the Sponsor’s Account. Clients can request
single Online Lessons or sets of Online Lessons with a
Tutor.
3.5 Clients can purchase Tutoring Services on a
pay-as-you-go basis or by purchasing TUTORNINJAS Credits. The price
and conversion of TUTORNINJAS Credits can be found here. One (1)
TUTORNINJAS Credit represents one (1) pound sterling. TUTORNINJAS
Credits are held in the Client’s TUTORNINJAS Wallet and can be
redeemed against the purchase of Tutoring Services from a Tutor.
Provided that You have sufficient TUTORNINJAS Credits in Your
TUTORNINJAS Wallet, the requisite number of TUTORNINJAS Credits
payable shall be deducted from Your TUTORNINJAS Wallet automatically
upon the booking of an Online Lesson and the balance of TUTORNINJAS
Credits in Your TUTORNINJAS Wallet shall be reduced accordingly. When
Tutoring Services are paid for by using TUTORNINJAS Credits from Your
TUTORNINJAS Wallet, Sponsor will receive notification of this by
email (‘TUTORNINJAS Credit Redemption Notice’).
3.7 In
the event that Your TUTORNINJAS Wallet contains no TUTORNINJAS
Credits or insufficient TUTORNINJAS Credits, We will send You notice
of this (‘TUTORNINJAS Credit Top-Up Prompt’).
3.8 You
may request a refund for unused TUTORNINJAS Credits in Your
TUTORNINJAS Wallet (excluding any Additional TUTORNINJAS Credits as
defined which shall have no cash equivalent and shall not be
refundable or capable of being withdrawn other than by means of a
redemption in respect of Tutoring Services) at any time. You must
provide Your request by email to Social@TutorNinjas.com and include
all Your bank details i.e. Your full name, sort code and account
number (‘Refund Request Notification’). Your refund shall be made
within fourteen (14) days of TUTORNINJAS’s receipt of Your Refund
Request Notification which will then be subject to the timescales
imposed by Your banking clearing systems. Refunds shall only be
provided in respect of TUTORNINJAS Credits purchased less than six
(6) months prior to the Refund Request Notification. For the
avoidance of doubt, no refunds shall be permitted in respect of
TUTORNINJAS Credits purchased more than six (6) months prior to the
Refund Request Notification.
3.9 Referral Discount Code:
An existing Sponsor (the ‘Referring Sponsor’) can provide to new
prospective Sponsors of new prospective Students, a Referral Discount
Code, which will entitle the new prospective Sponsor to a discount on
the first Online Lesson ordered by the newly registered Sponsor. Once
this first Online Lesson is successfully completed, the Referring
Sponsor will automatically receive Additional TUTORNINJAS Credits in
to the TUTORNINJAS Wallet to the equivalent sum of the discount given
to the newly registered Sponsor. These Additional TUTORNINJAS Credits
have no cash value, cannot be refunded and expire within six (6)
months of issue (‘Lifespan’). The Referral Discount Code can be
distributed by the Referring Sponsor for an unlimited number of times
and used by an unlimited number of newly registered Sponsors but the
Additional TUTORNINJAS Credits that can be accrued by the Referring
Sponsor in respect of any one Referral Discount Code is capped at one
hundred (100) Additional TUTORNINJAS Credits.
3.10 TUTORNINJAS
reserves the right to change any element of the Referral Discount
Code such as the amount of discount given, the Lifespan as well as
the number of Additional TUTORNINJAS Credits awarded to the Referring
Sponsor. Further, TUTORNINJAS reserves the right to amend any
promotion at any time which may affect the distribution of Additional
TUTORNINJAS Credits.
3.11 TUTORNINJAS reserves the right
to suspend or terminate Your ability to purchase Tutoring Services at
any time and for any reason without liability to TUTORNINJAS. Where
terminated, Your TUTORNINJAS Login and Account shall be deactivated.
TUTORNINJAS reserves the right to terminate after a six (6) month
long continuous period of inactivity which means that You will no
longer be permitted to use the TUTORNINJAS Services to purchase
Tutoring Services via the Site. You will not be permitted to
re-access the Site and the TUTORNINJAS Services without TUTORNINJAS’s
express written permission and any terms intended to survive
termination including clause 7.6 shall continue.
4. CLIENT OBLIGATIONS
4.1 When You use the Site and the Services and when You book and accept the Tutoring Services, You must comply with any requirements as directed by TUTORNINJAS and the Tutor as amended from time to time and in accordance with these Client Terms. Client further and specifically agrees:
a. to
provide all service, telephony and/or other fees and costs associated
with Your access to and use of the Services;
b. to obtain and
maintain all TUTORNINJAS Tools to use and access the Services in
accordance with the clauses 5.3, 5.4 and 5.5. Any problem concerning
a technical issue regarding a Client’s personal computer or
internet service provider is not the responsibility of TUTORNINJAS.
You must use a headset and microphone (not loudspeakers) which must
be plugged in and fully configured;
c. to procure, maintain
and pay for the latest available version of security software to
protect against the transmission of viruses and other computer
malware during Your access to and use of the Services;
d. to
provide promptly and give to the Tutor all such information as they
may reasonably require in connection with the provision of the
Services;
e. to notify TUTORNINJAS immediately should the
Student become incapacitated in any way and unable to attend Your
Online Lesson. TUTORNINJAS can notify any Tutor on Your behalf if You
have not already done so;
f. to be solely responsible in
assessing the suitability of a Tutor to deliver the Tutoring Services
and the accuracy of their stated credentials, expertise, references,
CRB/DBS (where applicable). CRB/DBS is self-certified by the Tutor
and is not verified, validated or checked by TUTORNINJAS and any
qualifications;
g. to contact a Tutor via Tutor Mail and
TUTORNINJAS instant messaging facility via the Site only. Other means
of communication is prohibited;
h. not to act as an agent to
promote the services or opportunities of a company; and,
i. not
to publish any abusive comments about a Tutor or another Student on
the Site or any other place including defamatory or derogatory
comments.
5. TUTORNINJAS OBLIGATIONS
5.1 TUTORNINJAS agrees to:
a. provide
the TUTORNINJAS Services with all due care, skill and ability and in
a timely manner and in the best interests of the Client and the
Tutor;
b. devote as much time to the provision of the
TUTORNINJAS Services as may be necessary for their proper
performance;
c. provide promptly and give to the Client all
such information as they may reasonably require in connection with
the provision of the TUTORNINJAS Services.
5.2 As
an online service, TUTORNINJAS may periodically be unavailable as We
perform regular (and emergency) maintenance and upgrades. Where
reasonably possible, these activities shall be notified to You in
advance. TUTORNINJAS makes no warranty, guarantee or representation
as to, and accepts no liability for, the availability or suitability
of the Site and/or the TUTORNINJAS Services.
5.3 You are
solely responsible for validating the interoperability and proper
functioning of the TUTORNINJAS Tools during the Meet the Tutor
Session and for undergoing troubleshooting where necessary. See the
FAQs provided on the Site relating to ‘Technical’ questions about
the Online Lesson Space which offer access to a technical guidance
which may assist You. This includes information relating to the
minimum system requirements.
5.4 In exceptional cases,
there may be other reasons relating to incompatibility or otherwise
as to why You may be unable to successfully validate and access the
Services. TUTORNINJAS uses all reasonable endeavours to make the
Services available to all and where this is not possible for any
reason whatsoever, TUTORNINJAS shall not be responsible nor liable to
You as a result including for any act or omission on Your part
relating to Your inability to access the Services in whole or in part
including but not limited to:
a. resultant
feedback (echos), audio break-ups, video or sound delays;
b. Your
failure to use and configure the prescribed headset and
microphone;
c. Your failure to at least meet the minimum
system requirements.
5.5 You acknowledge and accept that from time to time, You may experience entire or partial failure of Your video during an Online Lesson due to fluctuations or insufficient bandwidth and under such circumstances, You agree that the Online Lesson shall continue without video and confirm that this is acceptable to You in all circumstances. For the avoidance of doubt, You will not receive a full or partial refund for bandwidth-related interferences from the Tutor.
6. CLIENT FEES
6.1 Tutor
authorises TUTORNINJAS and its agents on Tutor’s behalf to accept
any credit or debit cards or other forms of payment approved by
TUTORNINJAS in connection with the provision of the Tutoring Services
via the Site including Mastercard, Visa and Maestro debit
cards.
6.2 Tutor authorises TUTORNINJAS on Tutor’s
behalf to charge and collect the face value of each Online Lesson at
the current rates provided on the Site from Clients.
6.3 Client
shall pay to TUTORNINJAS the Client Fees by any means made available
via the Site from time to time. Your Tutor will not be VAT registered
and will not charge You VAT for the Tutoring Services.
6.4 All
prices relating to Tutoring Services are reviewable by TUTORNINJAS
and shall become effective immediately upon posting on the Site and
will be applicable to all bookings made after such
posting.
6.5 Tutors are self-employed under any given
Contract and engaged by You to provide the Tutoring Services. Tutors
and Clients do not have the power to bind TUTORNINJAS in any way in
respect of the obligations of the one to the other.
6.6 TUTORNINJAS
charges a small Service Fee to Clients. This Service Fee is 1.75% and
will be a minimum of 50 pence and a maximum of £2.50 per Online
Lesson booking and are non-refundable. For customers from outside the
EEC the Service Fee will be 3.5% This will be a minimum of £1 and
maximum £5.00. The Service Fee is paid either when booking an Online
Lesson or purchasing credits to be used to book an Online Lesson
session. For the avoidance of doubt the Service Fees are not payable
upon the redemption of TUTORNINJAS Credits.
7. CONDUCT AND FRAUD
7.1 You
may only access the Site and use the Services for lawful purposes.
You are solely responsible for the knowledge of and adherence to any
and all laws, rules, and regulations pertaining to Your use of the
Services.
7.2 You agree that You will treat the Tutors
with respect and not use obscenities, make threats, or discuss
matters other than those directly related to the subject of the
Online Lesson.
7.3 Save for where it may be deemed
necessary as in clause 11, You agree that You will not disclose any
information to a Tutor that could be considered personally
identifiable information including Your address, telephone number,
email address, National Insurance number, password or any other
information that could be used to identify or locate You. A violation
of this Agreement may lead to a suspension of Your Account.
Notwithstanding this clause, it is understood that TUTORNINJAS will
pass Your name on to Your Tutor and You hereby forfeit Your privacy
and anonymity under these Client Terms to the extent necessary to
utilise the Services.
7.4 You agree that You will not
solicit any such information from any Tutor, and agree that if any
Tutor ever discloses such information to You; asks You for any
personal information; or suggests any offline meeting or
conversation; You will immediately report this to us.
7.5 You
acknowledge that we may screen UGC and that we shall have the right
(but not the obligation), in our sole discretion, to remove any UGC.
We may terminate any Online Lesson where we consider, in our sole
discretion, that You are uploading or otherwise transmitting
inappropriate content. Without limiting the foregoing, we have the
right to remove any UGC that violates these Client Terms or is
otherwise, in TUTORNINJAS’s sole opinion, objectionable.
7.6 You
shall not, without the prior written consent of TUTORNINJAS, at any
time from the date of commencement of these Client Terms to the
expiry of six (6) months after termination of these Client Terms
whereupon Your Account and TUTORNINJAS Login are deactivated, solicit
or encourage one to one tuition or other tuition services either in
person or online to a person who is, or has been, a Tutor introduced
to You by TUTORNINJAS.
8. INTELLECTUAL PROPERTY
8.1 When using the Services, if You publish any UGC via the Site by way of uploading text, images or videos or contributing to publicly accessible areas of the Site, You automatically grant:
a. to
TUTORNINJAS, a worldwide, non-exclusive, royalty-free, perpetual,
transferable license (with right to sub-license) to use, record,
publish, distribute, prepare derivative works of, display and perform
all that UGC, or any part of it, and the Intellectual Property Rights
therein, in connection with the provision of the TUTORNINJAS
Services, including without limitation the reproduction and sale of
the UGC, or any part of it, and products incorporating the same for
use by any person anywhere in the world including promoting and
redistributing part or all of the Services (and derivative works
thereof) in any media formats and through any media channels;
b. to
each user of the Services whether registered as a Tutor or Client or
not, a worldwide, non-exclusive, perpetual, royalty-free license to
access Your UGC through the Services, and to use, reproduce,
distribute, prepare derivative works of, display and perform such UGC
to the extent permitted by the functionality of the Services and
under the terms of this Agreement.
"Publicly accessible" areas of the Site are intended by TUTORNINJAS to be those parts of the Site that are available to all of those visiting the Site whether registered on the Site or not.
8.2 You
acknowledge that all Online Lessons and Instant Help Sessions that
You participate in may be recorded and You agree to the storage and
use of such Recordings by TUTORNINJAS.
8.3 You agree that
any UGC You contribute to Online Lessons or to the Site and/ or
Services in general will not contain any third party copyright
material, or material that is subject to other third party
proprietary rights (including rights of privacy or rights of
publicity), unless You have a formal agreement or permission from the
rightful owner, or are otherwise legally entitled to use the UGC in
question and to grant the licenses referred to in clause 8.1a and
8.1b.
8.4 All Intellectual Property Rights in all
Materials produced by the Tutor pursuant to the performance of the
Tutoring Services shall be the property of the Tutor.
8.5 The
Intellectual Property Rights contained on the TUTORNINJAS Site cannot
be used, modified, copied, distributed, adapted, altered, or in any
way dealt with, without TUTORNINJAS’s written permission. You
acknowledge that all Intellectual Property Rights in and relating to
TUTORNINJAS are owned by TUTORNINJAS or TUTORNINJAS’s licensors.
9. CANCELLATIONS, RESCHEDULING, NO-SHOW
9.1 This
clause shall not apply to any cancellation or termination of an
Online Lesson under clause 13.2.
9.2 You confirm and
agree that the Tutor will have reserved a time slot and use of the
online virtual Online Lesson Space and You therefore acknowledge and
agree that the Tutoring Services shall commence on the Deemed Start
Date and You hereby waive Your statutory cancellation rights to the
extent possible pursuant to the Consumer Contracts (Information,
Cancellation and Additional Charges) Regulations 2013 (the
“Regulations”) and agree for the Services to start on the Deemed
Start Date. For the avoidance of doubt, prior to payment of Your
Client Fees being received by TUTORNINJAS (which must be as soon as
possible prior to the start time and date of the Online Lesson), a
Client shall be entitled to cancel the Tutoring Services ordered.
Once payment of Client Fees has been made by the Client, in the event
that the Client wishes to cancel the Tutoring Services ordered, the
following cancellation provisions shall apply:
a. if cancelled or rescheduled within twenty-four (24) hours of the Online Lesson start date and time, You shall forfeit 100% of the Client Fees payable; or, b. if cancelled in excess of twenty-four (24) hours prior to the Online Lesson start date and time, You will be offered either:
i. a re-scheduled Online Lesson; or failing agreement on that, ii. Your TUTORNINJAS Wallet will be credited with the full equivalent amount of the TUTORNINJAS Credits.
9.3 All
Online Lesson cancellations (and any refund requests or requests to
re-schedule) must be made directly via the Site and in writing to
support@TutorNinjas.com (with “IMPORTANT – CANCELLATION REQUEST”
or like message in the subject line) (“Cancellation Notification”).
A refund granted under clause 9.2b(ii) by way of TUTORNINJAS Credit
shall be subject to You following the notification process in this
clause 9.3 in all circumstances.
9.4 If You simply do not
show up to Your Online Lesson and You do not notify us, You will not
be entitled to a refund in whole or in part under any
circumstances.
9.5 Where there has been a Cancellation
Notification of an Online Lesson by a Client pursuant to clause
9.2b(ii), the equivalent Client Fees shall be credited back to Your
TUTORNINJAS Wallet in the form of TUTORNINJAS Credits within three
(3) days of receipt of Your Cancellation Notification.
10. RATINGS AND FEEDBACK
10.1 It
is a feature of the Site and the TUTORNINJAS Services that the Client
will leave Client Ratings.
10.2 During the last five (5)
minutes of an Online Lesson session, a Tutor may complete feedback or
comments or suggestions for You (which You will be able to access via
Your Account).
10.3 A Tutor or a Client can report or
raise any issues or concerns that they might have with the other at
any time. Whether such feedback is complimentary or more akin to a
Dispute, TUTORNINJAS will have full discretion as to whether they
inform the other of such feedback. Where deemed necessary,
TUTORNINJAS is entitled to carry out an investigation upon receipt of
such feedback or comments and in exceptional cases, TUTORNINJAS is
entitled to suspend the TUTORNINJAS Services until an investigation
is carried out and may in exceptional cases be entitled to terminate
Your Agreement forthwith under clause 13.
11. DATA PROTECTION AND PRIVACY
11.1 In
respect of any Personal Data (as defined in the Data Protection Act
1998 (the ‘1998 Act’)) processed by TUTORNINJAS and the Tutor
pursuant to these Client Terms, both parties warrant that they shall
comply and will continue to comply with the Data Protection
Legislation and any regulations made thereunder (including but not
limited to the Data Protection Principles, as defined in the Data
Protection Legislation). These Client Terms incorporate
TUTORNINJAS’s Privacy Policy and Cookie Policy by
this reference.
11.2 The Client hereby agrees that by
releasing any Personal Data as submitted by the Client on the Site,
You acknowledge that You are wilfully providing Your Personal Data in
an attempt to initiate contact with one or more potential Tutors. You
understand that by accepting these Client Terms, You agree that
TUTORNINJAS and the Site are not responsible for any advice or
information given by a Tutor who a potential Client elects to
initiate communication with and that by releasing any of Your
Personal Data, it is understood that You hereby forfeit Your privacy
and anonymity under these Client Terms to the extent necessary to
utilise the Services.
12. DISPUTES
12.1 All
Disputes reported to TUTORNINJAS by a Client (or by a Tutor) via the
Site will be investigated at TUTORNINJAS’s option. The parties
agree that they shall attempt in good faith to resolve any Dispute
promptly through negotiations between You and an officer of
TUTORNINJAS. TUTORNINJAS will use all reasonable endeavours to
provide a written response via email to any issue raised by a Client
or a Tutor via the Site within fourteen (14) days. TUTORNINJAS
reserves the right to inform a Tutor or a Client respectively of any
Dispute raised against them and to provide them with a copy of any
response provided by TUTORNINJAS.
12.2 During any given
Contract, You must inform TUTORNINJAS immediately and in any event,
within twenty-four (24) hours, of any Dispute You may have with a
Tutor in connection with the provision of the Tutoring Services
rendered by a Tutor or otherwise.
12.3 You agree to
cooperate fully with TUTORNINJAS in resolving any Dispute with a
Tutor.
12.4 TUTORNINJAS reserves the right to suspend
Your Account with immediate effect while an investigation is
conducted. Your Account may be reactivated once an investigation has
been completed.
12.5. The consequence of any investigation
instigated by You or a Tutor is entirely at TUTORNINJAS’s
discretion.
13. TERMINATION
13.1 Subject
to 13.2, these Client Terms shall commence on the date We activate
Your Account on the Site and shall continue unless terminated with
immediate effect (without compensation) upon either party serving
Written Notice on the other or, if the Client is committed to an
existing Contract, upon the conclusion of the existing Contract
provided that TUTORNINJAS has no objections to the continuance of an
existing Contract.
13.2 TUTORNINJAS reserves the right to
terminate this Agreement with You immediately without compensation or
Written Notice if You commit a breach of any of these Client Terms,
or if:
a. any
information provided by You is found to be untrue, inaccurate,
out-of-date, or incomplete;
b. You act in any way that has
brought, or could bring, TUTORNINJAS in to disrepute; or,
c. You
do not show up at an Online Lesson without having cancelled it or You
repeatedly cancel Online Lessons.
13.3 In the event of any such termination, Client shall pay for all Tutoring Services already successfully delivered and which are not the subject of a Dispute as at the date of termination and neither TUTORNINJAS nor the Tutor shall be liable for any Losses incurred by You after the date of termination. For the avoidance of doubt, if TUTORNINJAS terminate this Agreement with You and You have paid the Tutor for Online Lessons in advance, TUTORNINJAS agrees to procure that the Tutor will refund You all the pre-payments within fourteen (14) calendar days of termination. TUTORNINJAS reserves the right to disallow a Student to re-register with a different Sponsor. If You are a Sponsor for more than one Student, TUTORNINJAS terminating a contract with any one Student shall not affect the same Sponsor’s ability to sponsor or continue to sponsor a new Student or existing Student respectively.
14. WARRANTIES AND INDEMNITIES
14.1 As a Client, You hereby warrant, represent and undertake to TUTORNINJAS and Tutor that:
a. Student
is at least eighteen (18) years of age and if not, both Student and
Sponsor will each register separately on the Site;
b. You are
personally responsible for the information posted by You on the Site
and submitted throughout Sign Up and Registration which You shall
ensure is accurate, true, up-to-date and complete at all times
during;
c. You are wholly responsible for the appropriateness
and the content of any UGC used and/ or submitted by You during Your
Contract. No UGC will be offensive or defamatory;
d. You will
comply with all the Client obligations set out at clauses 4 and
5.3;
e. Whilst this contract is in force you will only ever
contact a Tutor via the Site;
f. You agree at all times to
comply with the provisions of the Data Protection Legislation;
g. You
agree to comply with all applicable laws, regulations and codes of
practice which regulate the activities of the online
environment;
h. You will protect your unique password in
accordance with clause 3.2.
i. You accept full responsibility
for any Disputes raised as a result of issues connected to the
performance or non-performance of Your TUTORNINJAS Tools affecting
Your proper access to the Tutoring Services;
j. You have
read, understood and familiarised yourself with our Safeguarding
Policies and Procedures which can be accessed here in
respect of child protection and online safety.
14.2 You shall indemnify and hold harmless TUTORNINJAS (and any Tutor as the case may be) on demand, and shall keep TUTORNINJAS (and any Tutor) fully and effectively indemnified against any and all Losses arising out of or in connection with:
a. the
Services;
b. any breach of these Client Terms or breach of
obligation or warranty by You or the acts or omissions of You (other
than and to the extent that any losses arise directly from breach of
these Client Terms by TUTORNINJAS or by TUTORNINJAS’s negligence);
and,
c. any and all claims, complaints or legal proceedings
instigated by a Tutor against You.
15. LIMITATION OF LIABILITY
15.1 You
agree that subject to clause 15.2, We shall in no circumstances be
liable to You in contract, tort (including negligence) or otherwise
for any consequential, special or incidental loss or damage (whether
direct or indirect) or any loss of profit, anticipated profits,
business, data, opportunity, revenue, goodwill, or reputation arising
from Your use of the Site or the Services. Our liability to You
whether in contract, tort or otherwise shall in no circumstances
exceed the total Client Fees paid by You in the one (1) month
preceding the date on which the liability arose.
15.2 Nothing
in these Client Terms is intended nor shall it be construed as an
attempt by any party to exclude or limit its liability for any
liability which cannot be excluded or limited under applicable law,
including without limitation its liability for death or personal
injury caused by its negligence or for its fraudulent
misrepresentation.
15.3 For clarification, the
TUTORNINJAS Services are primarily (but not exclusively) designed to
be used within the territory of the United Kingdom and except as
expressly set out in this Agreement, TUTORNINJAS gives no warranties
and excludes all other express or implied terms, conditions and
warranties to the fullest extent permitted by law.
16. GENERAL
Assignment: You
shall not, without the prior written consent of TUTORNINJAS, assign,
transfer, charge, sub-contract or deal in any other manner with all
or any of your rights or obligations under these Client Terms.
TUTORNINJAS may at any time assign, transfer, charge, sub-contract or
deal in any other manner with all or any of its rights or obligations
under these Client Terms.
Enforceability: If any one or
more of the provisions of these Client Terms should be held to be
invalid, illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired and the parties shall amend these
Client Terms to add a new provision having an effect as near as
legally permissible to the one held to be invalid, illegal or
unenforceable.
Entire Agreement: These Client Terms
together with our the Privacy Policy, the Cookie Policy and
the Terms of Service constitutes the entire agreement
between You and TUTORNINJAS in relation to Your use of the Site and
the Services and supersedes any prior representations, inducements or
agreements relating to its subject matter. Each of the parties
acknowledge and agree that in entering into the terms of this
Agreement it does not rely on any undertaking, promise, assurance,
statement, representation, warranty or understanding (whether in
writing or not) of any person (whether party to this Agreement or
not) relating to the subject matter of this Agreement other than as
expressly set out in this Agreement.
No Partnership: Nothing
in this Agreement is intended to, or shall be deemed to, constitute a
partnership or joint venture of any kind between any of the parties,
nor constitute any party the agent of another party for any purpose.
17. THIRD PARTY RIGHTS
User may enforce the Tutor Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the "Act"). Except as provided above, these Tutor Terms do not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.
18. LAW AND JURISDICTION
All of these Client Terms are governed by English Law and any disputes arising in relation to the Tutor Terms, the Site or the Services are subject to the exclusive jurisdiction of the English Courts.
We keep our statement under regular review. This Client Policy was last updated on 5h Jan 2020.
These terms and conditions, herein referred to as the ‘Tutor Terms’ set out the terms and conditions under which TutorNinjas Limited, a company registered in England and Wales with a registered office at: 2nd Floor, College House,17 King Edwards Road, London, HA4 7AE , herein referred to as ‘TUTORNINJAS’ or ‘We’ grants to the Tutor, a licence to access and use TUTORNINJAS’s virtual online platform at www.TutorNinjas.com (the ‘Site’) which is dedicated to facilitating the delivery of Your Tutoring Services direct to Your Clients (the ‘Agreement’).
TutorNinjas and TutorNinjas.com are the trading names of My TutorNinjas Limited.
In these Tutor Terms, references to ‘Tutor’ and ‘You’ and ‘Your’ are references to the Tutor registered on the Site who wishes to use the TUTORNINJAS Services in order to provide Tutoring Services. When You use the Site and the TUTORNINJAS Services, You agree that these Tutor Terms apply to that use in addition to any other terms and conditions which may apply including the Privacy Policy, the Cookie Policy and the Terms of Service (where applicable) which are incorporated by this reference. If You are uncertain as to Your rights under these Tutor Terms or You want any explanation about them please contact us.
1. YOUR AGREEMENT WITH MY TUTORNINJAS LIMITED
These Tutor Terms govern the activities of Tutors in relation to Your use of the Site and the TUTORNINJAS Services. By using the Site and the Services, You accept these Tutor Terms in full. TUTORNINJAS reserves the right to change the terms relating to these Tutor Terms (or any part) at any time, effective immediately upon posting on the Site. Please check this page of the Site periodically. Read it carefully and ensure that You understand its effect before proceeding to use the TUTORNINJAS Services. If You disagree with any part of the Tutor Terms, do not use the Site or the TUTORNINJAS Services.
2. DEFINITIONS
Unless the contrary intention appears, the following definitions shall apply:
Account
means
the secure account(s) created by You on sign up which holds Your
personal information and profile and from where You can access the
Services via Your TUTORNINJAS Login.
Additional
TUTORNINJAS Credits
refers
to TUTORNINJAS Credits that are credited to Sponsor’s Account by
TUTORNINJAS as a result of e.g. the distribution of a Referral
Discount Code, any offer, a goodwill gesture or similar gifting/
promotion. Such shall have no cash equivalent, shall not be
refundable or capable of being withdrawn other than by means of a
redemption in respect of Tutoring Services and shall expire six (6)
months from issue.
Client
means
a person contacting TUTORNINJAS with a view to directly
entering into a formal contractual relationship with a Tutor for the
provision of Tutoring Services, whether that be the Student or (if
under eighteen (18)), the Student's Sponsor.
Client
Fees
means
the amounts collected by TUTORNINJAS from Client on behalf of the
Tutor for the Tutoring Services.
Client Ratings means the ratings left by a Client on the Site in response to the performance of the Tutoring Services by a Tutor which is scored on a 1-5 star rating (1 being poor; 5 being outstanding).
Confidential Information means any information which is imparted or obtained under this Agreement by TUTORNINJAS to You on, before or after the commencement in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or is of a confidential nature, relating to the business or prospective business, current or projected plans or internal affairs of TUTORNINJAS including, but not limited to information pertaining to Clients, logging in, Client Ratings or other feedback, TUTORNINJAS correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of TUTORNINJAS which might reasonably be considered to be confidential in nature.
Contract means the period during which, and the terms upon which, You provide Tutoring Services for any one Client as agreed between You and the Client via the Site.
Current Account means Your bank account which will accept payments by BACS.
Data
Protection Legislation
the
Data Protection Act 1998, the Data Protection Directive (95/46/EC),
the Regulation of Investigatory Powers Act 2000, the
Telecommunications (Lawful Business Practice) (Interception of
Communications) Regulations 2000 (SI 2000/2699), the Electronic
Communications Data Protection Directive (2002/58/EC), the Privacy
and Electronic Communications (EC Directive) Regulations 2003 (SI
2426/2003) and all applicable laws and regulations relating to the
processing of personal data and privacy, including where applicable
the guidance and codes of practice issued by the Information
Commissioner.
Dispute
means
any dissatisfaction expressed by a Client or any complaint made by a
Client or any other dispute or potential dispute or claim of a Client
in connection with the provision of the Tutoring Services rendered by
You (or the provision of the TUTORNINJAS Services which is
communicated to You).
Intellectual
Property Rights
patents,
rights to inventions, copyright and related rights, trademarks, trade
names, domain names, rights in get-up, rights in goodwill or to sue
for passing off, unfair competition rights, rights in designs, rights
in computer software, database rights, topography rights, moral
rights, rights in confidential information (including without
limitation know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and
including all applications for and renewals or extensions of such
rights, and all similar or equivalent rights or forms of protection
in any part of the world.
Losses
means
any claims, losses, demands, actions, third party claims, damages,
costs (including court costs and legal fees), fines, liabilities,
obligations, liens and expenses.
Materials
refer
to content relating to the Tutoring Services (including images (audio
and/or visual), text, music, trademarks, symbols, logos and
slogans).
Meet
The Tutor Session
is
an optional unpaid interview between You and a new Client of
approximately fifteen (15) minutes duration which provides an
opportunity for You to generate work and expand Your Student
base.
TUTORNINJAS
Credit(s)
represents
the pre-paid credits held in the TUTORNINJAS Wallet with which the
Tutoring Services can be purchased from the Tutors on the Site upon
redemption. One (1) TUTORNINJAS Credit represents one (1) pound
sterling.
TUTORNINJAS
Wallet
refers
to the online electronic wallet which holds Sponsor’s TUTORNINJAS
Credits that can be redeemed against the purchase of Tutoring
Services from the Tutors on the TUTORNINJAS Site.
TUTORNINJAS
Login
refers
to Your unique username and password.
TUTORNINJAS
Payments
the
amounts retained by TUTORNINJAS from the Client Fees in consideration
for the provision of the TUTORNINJAS Services to Tutor.
TUTORNINJAS
Services
includes
the provision of an online platform i.e. a website whereupon
TUTORNINJAS provides an online marketplace for Clients to contact
Tutors. TUTORNINJAS do not provide the Tutoring Services but
facilitate their provision by Tutors to their Clients via the Site.
The TUTORNINJAS Services further include a database of Tutors,
Students, back office support including customer services, billing,
website and IT services including the use of the virtual Online
Lesson Space.
TUTORNINJAS
Tools
refers
to the minimum requirements for carrying out the Tutoring Services
via the Site including the use of a computer, recommended browser,
webcam, a broadband internet connection (with sufficient bandwidth),
a sound card and a headset and microphone.
PoCA
List
refers
to the Protection of Children Act.
PoVA
List
and
List 99 refers to the Protection of Vulnerable Adults
scheme.
Recordings refer to the recording of any Online Lesson or
Instant Help Session which can be viewed for up to one (1) month
thereafter.
Referral
Discount Code
refers
to the promotional discount code that TUTORNINJAS may provide to
registered Sponsors to pass on to new prospective Sponsors of
potential Students, the value of which can be redeemed against the
first Tutoring Service ordered.
Refund
Event
Refund
Event means where any event where a refund is issued to the Student
by the Tutor. Once a tutorial has occurred with both the Tutor and
the Student present then the Tutor has sole discretion on whether to
issue a refund to the Sponsor.
Selection
Criteria
means
the selection criteria as set out on the Site from time to
time.
Selection
Process
refers
to the process determined by TUTORNINJAS from time to time whereby
tutors may be selected to provide Tutoring Services to Clients by
accessing and using the Site and the TUTORNINJAS Services. Services
include the TUTORNINJAS Services and the Tutoring
Services
provided
by the Tutor.
Site
means
a website owned and managed by TUTORNINJAS including
www.TutorNinjas.com.
Sponsor
means
the individual contracting on behalf of the Student with TUTORNINJAS
and the Tutor for the provision of the TUTORNINJAS Services and the
Tutoring Services, specifically a Parent/ Guardian/ Carer or other
person (or the Sponsor and the Student may be one and the same person
if the Student is over eighteen (18) years old) with responsibility
for themselves and for the payment of the Client Fees to the
Tutor.
Student
means
a person receiving the Tutoring Services via the Site as performed by
You.
Term
of Engagement
as
defined in clause 13.1.
Tutor
means
a registered tutor who has been selected to carry out the Tutoring
Services by way of delivering Online Lessons and Instant Help
Sessions.
Tutor
Bank Account
means
the bank account where Client Fees are held on behalf of the Tutor
prior to the completion of the Online Lesson or Instant Help Session
and TUTORNINJAS transferring the Tutor Fees to
Tutors.
Tutorial(s)
refers
to the online pre-booked tutoring session which is booked by a Client
via the Site. Tutor Fees means the amounts received and payable by
TUTORNINJAS to Tutor less any TUTORNINJAS Payments (as distinct from
the Client Fees).
Tutor
Mail
means
the internal email system available for Clients to contact Tutors and
vice versa via the Site.
Tutoring
Services
means
the provision of online tutoring by the Tutor to the Client by way of
individual Online Lessons in real-time and Instant Help Sessions,
suitably tailored to meet the individual requirements of the
Students.
UGC
means
user generated content provided (including Materials as defined),
uploaded, embedded or otherwise displayed and/ or stored on the Site
by the Tutor for the purposes of carrying out the Tutoring Services
which may include but are not limited to, Your profile, text,
articles, images, graphics, photos, stories, audio, video, software,
audio-visual combinations, interactive features and other materials
in any form, medium or technology now known or hereinafter developed
that may be viewed on, accessed through or disseminated publicly on,
the Site for Your use and for use by TUTORNINJAS and a
Client.
VAT
means
value added tax chargeable under English law for the time being and
any similar additional tax.
Written
Notice
means
any notice given under this Agreement shall be in writing and signed
by or on behalf of the party giving it and shall be served by
delivering it personally, or by sending it by pre-paid recorded
delivery or registered post to the relevant party at (in the case of
the Tutor) its address submitted during the Selection Process and (in
the case of TUTORNINJAS), the registered address.
3. BECOMING A TUTOR
3.1 To be entitled to become a Tutor via the Site by making use of the Site and the TUTORNINJAS Services, You agree that these Tutor Terms apply to that use in full. It is in TUTORNINJAS’s absolute discretion to decide if You qualify (or continue to qualify) as a Tutor upon successful completion of the Selection Process. You will first register on the Site and complete a short online application form (‘Initial Application’). If Your Initial Application is successful, You may be invited to participate in a telephone interview (‘Telephone Interview’) and subsequently, an interview session in the virtual Online Lesson Space. If successful, You will complete a further registration by providing a short resume, your photo ID, details of Your Current Account, and a brief self-promotional video.
3.2 In order to provide You with maximum protection, during registration, You will be asked to input Your username (which will be Your email address) and to choose a password to access your Account on the Site in accordance with these Tutor Terms. You will keep Your password relevant to the Site and the Tutoring Services confidential and not reveal it to anyone else. You are responsible for all activities that are carried out under Your username and password which shall represent Your TUTORNINJAS Login. We do not have the means to check the identities of all people using the Site and will not be liable where Your username and/or password are used by someone else. You agree to notify TUTORNINJAS immediately by email at social@TutorNinjas.com of any unauthorised use of Your Account of which You become aware (with ‘IMPORTANT – PASSWORD’ in the subject line).
3.3 Once a Tutor has been selected to provide the Tutoring Services via the Site and has a secure TUTORNINJAS Login, the Tutor can benefit from full use of the Site and the TUTORNINJAS Services. The TUTORNINJAS Services includes the provision of an online platform i.e. a website whereupon TUTORNINJAS provides an online marketplace for Clients to contact Tutors and for Students to come and work together subject to Contract. The Site enables Tutors to independently build up a professional Tutor profile and to promote their Tutoring Services on a freelance self-employed basis to Students who in turn, can choose their preferred Tutor to deliver Online Lessons tailored to their individual requirements.
3.4 TUTORNINJAS reserves the right to suspend or terminate Your ability to render Tutoring Services at any time and for any reason without liability to TUTORNINJAS. Where terminated, Your TUTORNINJAS Login and Account shall be deactivated. TUTORNINJAS reserves the right to terminate after a one (1) month long continuous period of inactivity which means that You will no longer be permitted to deliver Tutoring Services via the Site. You will not be permitted to re-access the Site and the TUTORNINJAS Services without TUTORNINJAS’s express written permission.
4. TUTOR OBLIGATIONS
4.1 When You make use of the Site and the TUTORNINJAS Services and when You provide Tutoring Services to Your Students, You must comply with any operational requirements as directed by TUTORNINJAS and as amended from time to time and in accordance with these Tutor Terms. You further and specifically agree to:
a. provide
TUTORNINJAS with Your Current Account details which must be a UK
current account and held in the Tutor’s single name only;
b. assume
all responsibility for Your role as Tutor and for the provision of
Tutoring Services to the Client which includes the preparation and
content of Online Lessons;
c. accept booking requests made by
Clients via the Site which You will be notified about via Your Tutor
Mail within a reasonable time frame. You should not commence Online
Lessons until notified by TUTORNINJAS that a booking has been
confirmed and Client Fees have been received and are being held on
Your behalf. You acknowledge that TUTORNINJAS cannot be held
responsible for any costs or time incurred before notification has
been given to You;
d. advise TUTORNINJAS at the earliest
opportunity should Your circumstances change in relation to Your
access to TUTORNINJAS Tools. You accept full responsibility for any
Client Disputes raised as a result of issues connected to the
performance of your TUTORNINJAS Tools affecting the performance of
Your Tutoring Services provide the Tutoring Services with all due
care, skill and ability and in a timely manner and in the best
interests of the Client;
e. obtain, use and maintain in good
working order Your TUTORNINJAS Tools required for You to access and
carry out the Tutoring Services in accordance with clauses 5.3, 5.4
and 5.5. Any problem concerning a technical issue regarding a Tutor’s
personal computer or internet service provider is not the
responsibility of TUTORNINJAS. You must use a headset and microphone
(not loudspeakers) which must be plugged in and fully
configured;
f. act at all times in accordance with the
highest professional standards;
g. only accept instructions
within Your sphere of abilities and competency;
h. notify
TUTORNINJAS immediately should You become incapacitated in any way
and unable to provide the Tutoring Services. TUTORNINJAS can notify
any Client concerned if You have not already done so. Depending on
the circumstances, TUTORNINJAS and Tutor shall discuss in good faith
a possible postponement of the Tutoring Services and in relation to
the particular Client affected, the postponement or reassignment to
another Tutor or cancellation and subsequent refund;
i. ensure
that any information provided by You to TUTORNINJAS remains true,
accurate, up-to-date and complete at all times during the Terms of
Engagement.
5. TUTORNINJAS OBLIGATIONS
5.1 In consideration of the TUTORNINJAS Payments, TUTORNINJAS agrees to:
a. provide
the TUTORNINJAS Services with all due care, skill and ability and in
a timely manner and in the best interests of the Client and the
Tutor;
b. devote as much time to the provision of the
TUTORNINJAS Services as may be necessary for their proper
performance;
c. provide promptly and give to the Tutor all
such information as they may reasonably require in connection with
the provision of the TUTORNINJAS Services.
5.2 As
an online service, TUTORNINJAS may periodically be unavailable as We
perform regular (and emergency) maintenance and upgrades. Where
reasonably possible, these activities shall be notified to You in
advance. TUTORNINJAS makes no warranty, guarantee or representation
as to, and accepts no liability for, the availability or suitability
of the Site and/or the TUTORNINJAS Services.
5.3 You are
solely responsible for validating the interoperability and proper
functioning of the TUTORNINJAS Tools during the Meet the Tutor
Session and for undergoing troubleshooting where necessary. See the
FAQs provided on the Site relating to ‘Technical’ questions about
the Online Lesson Space which offer access to a technical guidance
which may assist You. This includes information relating to the
minimum system requirements.
5.4 In exceptional cases,
there may be other reasons relating to incompatibility or otherwise
as to why You may be unable to successfully validate and access the
Services. TUTORNINJAS uses all reasonable endeavours to make the
Services available to all Tutors and Clients and where this is not
possible for any reason whatsoever, TUTORNINJAS shall not be
responsible nor liable to You as a result including for any act or
omission on Your part relating to Your inability to access the
Services in whole or in part including but not limited to:
a. resultant feedback (echos), audio break-ups, video or sound delays; b. Your failure to use and configure the prescribed headset and microphone; c. Your failure to at least meet the minimum system requirements.
5.5 You acknowledge and accept that from time to time, You may experience entire or partial failure of Your video during the delivery of the Tutoring Services due to fluctuations or insufficient bandwidth and under such circumstances, You agree that the Tutoring Service shall continue without video and confirm that this is acceptable to You in all circumstances.
6. CLIENT FEES, TUTOR FEES AND TUTORNINJAS WEB PAYMENTS
6.1 Tutor
authorises TUTORNINJAS as its agents to accept any credit or debit
cards or other forms of payment approved by TUTORNINJAS in connection
with the provision of the Tutoring Services via the Site including
Mastercard, Visa and Maestro debit cards on the Tutor’s
behalf.
6.2 Tutor authorises TUTORNINJAS to charge and
collect on behalf of Tutor, the face value of Tutoring Services from
Clients. TUTORNINJAS holds all Client Fees (which will be based on
the number of undisputed and completed Tutoring Services) for the
Tutor in a dedicated Tutor Bank Account for a limited time and is
entitled to retain the full amount of TUTORNINJAS Payments it charges
to Tutor in consideration for the TUTORNINJAS Services provided prior
to releasing the Tutor Fees to Tutor.
6.3 All costs
relating to Online Lessons and TUTORNINJAS Payments are reviewable by
tutors and TUTORNINJAS and any revised fees and charges shall
take effective immediately upon posting on the Site and will be
applicable to all bookings made after such posting.
6.4 You
confirm that You are self-employed under these Tutor Terms, and You
are directly responsible to HMRC for all matters regarding Income
Tax, VAT and relevant National Insurance contributions. It is
therefore necessary for You to keep records of payments made to You
by way of Tutor Fees for completion of annual Tax Returns. You hereby
agree to fully indemnify TUTORNINJAS for or against all and any
demands by HMRC to TUTORNINJAS for Income Tax, VAT or National
Insurance, or any other claim by HMRC, including any interest or
penalties, arising out of Your failure to account properly or at all
for any liabilities to HRMC arising from Your Tutoring Services. This
indemnity shall include all expenses and costs, including legal fees,
incurred by TUTORNINJAS in dealing with any such claim by HMRC.
7. SETTLEMENT
7.1 TUTORNINJAS
shall pay to Tutor an amount equal to the gross Tutor Fees collected
by TUTORNINJAS, less any charges for TUTORNINJAS Services made in
connection with this Agreement. Such payments shall be made
fortnightly i.e. on the Tuesday, following the Friday of the end of
the second Week in which Tutoring Services have been successfully
performed and paid for by the Client (for example, if an Online
Lesson is performed on or during any day of the Week from Monday 7th
January – Friday 18th January inclusive, payment in respect of such
Online Lessons would be payable on Tuesday 22nd January. The next
payment would be payable on 5th February for Online Lessons performed
from Saturday 19th January – Friday 01st February
inclusive).
7.2 In response to a Dispute, if any Refund
Event occurs, TUTORNINJAS will be entitled, in its sole discretion to
refund the Client on behalf of the Tutor in full or in part. In such
circumstances, the Tutor will receive either no Tutor Fees or only
part of the Tutor Fees respectively.
7.3 If any Refund
Event occurs subsequent to the Tutor receiving the Tutor Fees from
TUTORNINJAS, TUTORNINJAS shall be entitled to withhold sufficient
monies and offset any amounts payable to Tutor by TUTORNINJAS under
this Agreement from any gross Tutor Fees collected by TUTORNINJAS
thereafter to enable TUTORNINJAS to refund the relevant Client on the
Tutor’s behalf. TUTORNINJAS shall be entitled to repay such monies
to the Client at its discretion. The Tutor shall be responsible for
all chargebacks and/or refund requests on Online Lessons performed
and shall indemnify TUTORNINJAS against all Losses resulting from
chargebacks and/or refund requests.
7.4 Tutor authorises
TUTORNINJAS to self-bill for all the TUTORNINJAS Services until
revoked and acknowledged in writing. TUTORNINJAS shall be entitled to
make any settlement payment to Tutor by BACS, whereby funds are
transferred direct to the Current Account of the Tutor (or to such
other bank account as the parties agree in writing). Monies should
show in the Current Account within three (3) days.
7.5 If
either party fails to make any payment due (and undisputed) under
this Agreement within ten (10) days post the due date for payment,
the other shall be entitled to charge interest on the overdue sum for
the period from and including the due date of payment up to the
actual date of payment (after as well as before judgment) at the rate
of 2% (two per cent) above the base rate per annum from time to time
of Barclays Bank plc.
7.6 For the avoidance of doubt,
Tutor Fees shall not be affected where TUTORNINJAS has provided
Sponsor with Additional TUTORNINJAS Credits to redeem against
Tutoring Services and such Additional TUTORNINJAS Credits are
redeemed by Sponsor.
8. INTELLECTUAL PROPERTY
8.1 When using the TUTORNINJAS Services to deliver the Tutoring Services, if You publish any UGC via the Site by way of e.g. delivering Online Lessons, uploading text or images or videos or contributing to publicly accessible areas of the Site, You automatically grant:
a. to
TUTORNINJAS, a worldwide, non-exclusive, royalty-free, perpetual,
transferable license (with right to sub-license) to use, record,
publish, distribute, prepare derivative works of, display and perform
all that UGC, or any part of it, and the Intellectual Property Rights
therein, in connection with the provision of the TUTORNINJAS
Services, including without limitation the reproduction and sale of
the UGC, or any part of it, and products incorporating the same for
use by any person anywhere in the world including promoting and
redistributing part or all of the Services (and derivative works
thereof) in any media formats and through any media channels;
b. to
each user of the Services whether registered as a Tutor or Client or
not, a worldwide, non-exclusive, perpetual, royalty-free license to
access Your UGC through the Services, and to use, reproduce,
distribute, prepare derivative works of, display and perform such UGC
to the extent permitted by the functionality of the Services and
under the terms of this Agreement.
‘
Publicly
accessible’ areas of the Site are intended by TUTORNINJAS to be
those parts of the Site that are available to all of those visiting
the Site whether registered on the Site or not. You acknowledge that
the UCG uploaded by You to create Your Tutor profile shall be
viewable by all users of the Site and be accessible via the worldwide
web search engines.
8.2 You
acknowledge that all Online Lessons and Instant Help Sessions that
You deliver may be recorded and You agree to the storage and use of
such Recordings by TUTORNINJAS. You hereby agree to waive any and all
moral rights in and to all UGC.
8.3 You agree that any
UGC You use in the performance of Your Tutoring Services will not
contain any third party copyright material, or material that is
subject to other third party proprietary rights (including rights of
privacy or rights of publicity), unless You have a formal agreement
or permission from the rightful owner, or are otherwise legally
entitled to use the UGC in question and to grant the licenses
referred to in clause 8.1a and 8.1b.
8.4 All Intellectual
Property Rights in all Materials produced by You pursuant to using
the Services shall be Your property. For the avoidance of doubt, this
clause shall not cover any content communicated, posted or otherwise
transmitted to the Site by any third party, including without
limitation any material, communication, information or ideas so
communicated, posted or otherwise transmitted by any Students or
Tutors.
8.5 The Intellectual Property Rights contained on
the Site cannot be used, modified, copied, distributed, adapted,
altered, or in any way dealt with, without TUTORNINJAS’s written
permission. You acknowledge that all Intellectual Property Rights in
and relating to TUTORNINJAS are owned by TUTORNINJAS or TUTORNINJAS’s
Licensors.
9. CANCELLATIONS, RESCHEDULING, NO-SHOW
9.1 Arrangements between Clients and You may be cancelled by either party at any time in advance of the Online Lesson taking place. For the purposes of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the ‘Regulations’), the Client agrees to waive their statutory cancellation rights once payment of the Client Fees have been received by TUTORNINJAS. For the avoidance of doubt, prior to payment being received, a Client shall be entitled to cancel the Tutoring Services ordered. Notwithstanding this, once payment of the Client Fees has been made by the Client, Client shall still be entitled to cancel an Online Lesson and request a refund but if the Client cancels or reschedules:
a. within
twenty-four (24) hours hours of the Online Lesson start date and
time, the Client shall forfeit 100% of the Client Fees; or,
b. in
excess of twenty-four (24) hours of the Online Lesson start date and
time, the Client shall be offered either:
i.
a re-scheduled Online Lesson; or failing agreement on that,
ii.
the Client’s TUTORNINJAS Wallet will be credited with the full
amount of the Client Fees paid less an Administration Fee payable at
TUTORNINJAS’s discretion.
9.2 In
the event of cancellation of the Tutoring Services by the Client
pursuant to clause 9.1a, Your Tutor Fees shall be paid to You in
full.
9.3 In the event of cancellation of the Tutoring
Services by the Client pursuant to clause 9.1b(i), You will only
receive the Tutor Fees upon successful performance of the Tutoring
Services as re-scheduled in accordance with these Tutor
Terms.
9.4 In the event of cancellation of the Tutoring
Services by the Client pursuant to clause 9.1b(ii), You will not be
transferred any Tutor Fees.
9.5 No-show by You at an
Online Lesson without having cancelled it as well as repeated
cancellations of Online Lessons by You may result in the termination
of this Agreement between You and TUTORNINJAS under clause 13 and in
any event TUTORNINJAS will log the incident on Your record for a
period of twelve (12) months.
9.6 All cancellations must
be made in writing in advance, directly via the Site. Should a
Student fail to attend an Online Lesson without giving written
advance notice and a refund is not issued, You shall not be paid for
that Online Lesson.
10. CLIENT RATINGS, FEEDBACK AND OTHER ACTIVITIES
10.1 It
is a feature of the Site and the TUTORNINJAS Services that the Client
will leave Client Ratings.
10.2 Where deemed necessary,
TUTORNINJAS is entitled to carry out an investigation upon receipt of
negative Client Ratings (rating of 1, 2 or 3 out of 5) or where a
Tutor or a Client reports or raises any feedback, issues or concerns
that they might have with the other at any time. Whether such
feedback is complimentary or more akin to a Dispute, TUTORNINJAS will
have full discretion as to whether they inform the other of such
feedback. Where deemed necessary, TUTORNINJAS is entitled to carry
out an investigation upon receipt of such feedback or comments and in
exceptional cases, TUTORNINJAS is entitled to suspend or terminate
Your Account or revoke the licence granted to the Tutor herein to use
the Site and the TUTORNINJAS Services by termination under clause
13.
10.3 Nothing in this Agreement shall prevent the
Tutor from being engaged, concerned or from having any financial
interest in any capacity in any other business, trade, profession or
occupation during the Term of Engagement provided that such activity
does not cause a breach of any of the Tutor's obligations under this
Agreement.
11. DATA PROTECTION AND PRIVACY
11.1 In
respect of any Personal Data (as defined in the Data Protection Act
1998 (the ‘1998 Act’)) processed by TUTORNINJAS and Tutor
pursuant to these Tutor Terms, both parties warrant that they shall
comply and will continue to comply with the Data Protection
Legislation and any regulations made thereunder (including but not
limited to the Data Protection Principles, as defined in the Data
Protection Legislation). These Tutor Terms incorporate
TUTORNINJAS’s Privacy Policy and Cookie Policy by
this reference.
11.2 The Tutor hereby agrees that by
releasing any Personal Data as submitted by the Tutor on the Site,
You acknowledge that You are wilfully providing Your Personal Data in
an attempt to initiate contact with one or more potential Clients.
You understand that by accepting these Tutor Terms, You agree that
TUTORNINJAS and the Site are not responsible for any advice or
information given by a Tutor who a potential Client elects to
initiate communication with and that by releasing any of Your
Personal Data, it is understood that You hereby forfeit Your privacy
and anonymity under these Tutor Terms to the extent necessary to
utilise the Services.
11.3 Use of the Site is entirely at
a Tutor’s own risk and You must exercise complete caution at all
times when dealing with Clients and when entering in to legally
enforceable Contracts to provide Tutoring Services to a Client.
12. CONFIDENTIAL INFORMATION AND PUBLICITY
12.1 The
parties acknowledge that by reason of their relationship under this
Agreement, they may from time to time disclose Confidential
Information. Each party shall, during the term of this Agreement and
thereafter, keep confidential, and shall not use for its own purposes
(other than implementation of this Agreement) nor without the prior
written consent of the other disclose to any third party (except its
professional advisors or as may be required by any law or any legal
or regulatory authority) any Confidential Information which may
become known to such party from the other party and which relates to
the other party, unless that information is public knowledge or
already known to such party at the time of disclosure, or
subsequently becomes public knowledge other than by breach of this
Agreement, or subsequently comes lawfully into the possession of such
party from a third party. Each party shall use its best endeavours to
prevent the unauthorised disclosure of any such
information.
12.2 Confidential Information shall not
include information that (i) is or becomes generally available to the
public other than as a result of the breach of the confidentiality
obligations in this Agreement by the receiving party, (ii) is or has
been independently acquired or developed by the receiving party
without violating any of the confidentiality obligations in this
Agreement, (iii) was within the receiving party’s possession prior
to it being furnished to the receiving party by or on behalf of the
disclosing party, or (iv) is received from a source other than the
disclosing party; provided that, in the case of (iii) and (iv) above,
the source of such information was not known by the receiving party
to be bound by a confidentiality obligation to the disclosing party
or any other party with respect to such information.
12.3 The
terms of this Agreement are confidential and may not be disclosed by
one party without the prior written consent of the other party. On
termination or expiry of this Agreement, You shall immediately return
all Confidential Information in Your possession together with all
copies thereof; or, if required to do so, destroy all Confidential
Information in Your possession, custody or control by shredding or
incinerating the same and/or irretrievably deleting the same if
stored on electronic or magnetic media and certify to TUTORNINJAS
that this has been done.
13. TERMINATION
13.1 These Tutor Terms shall commence on the date you sign up to the Site and shall continue unless terminated:
a. with
immediate effect without notice or compensation pursuant to clauses
3.4, 10.2 or 13.2; or,
b. with immediate effect without
compensation upon either party serving Written Notice on the other;
or, c. upon the conclusion of the existing Contract if the Tutor is
committed to an existing Contract without compensation and provided
that TUTORNINJAS has no objections to the continuance of an existing
Contract (‘Term of Engagement’).
13.2 TUTORNINJAS reserves the right to terminate this Agreement with You immediately without compensation nor Written Notice if You commit a breach of any of these Tutor Terms, or if:
a. any
information provided by You is found to be untrue, inaccurate,
out-of-date, or incomplete;
b. Your performance of the
Tutoring Services is deemed by TUTORNINJAS in its sole discretion to
be unsatisfactory;
c. You act in any way that has brought, or
could bring, TUTORNINJAS in to disrepute;
d. You are
convicted of a criminal offence or are the subject of any
investigation, which may in TUTORNINJAS’s opinion affect your role
as a Tutor;
e. You are unable to carry out your duties for
any reason whatsoever; or,
f. You do not show up at an Online
Lesson without having cancelled it or You repeatedly cancel Online
Lessons.
13.3 In
the event of any such termination, you will be entitled to receive
payment from your client for all Tutoring Services already
successfully delivered and which are not the subject of a Dispute as
at the date of termination but TUTORNINJAS shall not be liable
for any Losses incurred by You after the date of
termination.
13.4 Either party can terminate immediately
upon serving Written Notice on the other if the other:
a. commits
a material or persistent breach of its obligations and, in the case
of a breach which is capable or remedy, fails to remedy it after
being given seven (7) days written notice specifying the breach and
requiring it to be remedied; or,
b. is unable to pay its
debts, becomes subject to an administration order or makes any
voluntary arrangement or composition with its creditors, or an
encumbrancer takes possession of or a receiver is appointed over the
property or assets of the other party or the other party is wound up
or ceases or threatens to cease to carry on business except for the
purposes of reconstruction of the business or, in the case of an
individual, is declared bankrupt.
13.5 Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.
14. WARRANTIES AND INDEMNITIES
14.1 As Tutor, You hereby warrant, represent and undertake to TUTORNINJAS that:
a. You
are at least eighteen (18) years of age and You have the necessary
qualification or experience to provide the Tutoring Services in the
subject(s) You offer in Your profile on the Site;
b. You are
personally responsible for the information posted by You on the Site
and submitted throughout the Selection Process which You state is
accurate and up-to-date;
c. Where Your profile claims that
You have undergone a CRB/ DBS or enhanced CRB/ DBS check, You will
provide us with a copy of such upon request;
d. You are
self-employed and responsible for Your own income tax, national
insurance and other liabilities payable and as further referred to in
clause 6;
e. You are wholly responsible for the
appropriateness and the content of any UGC used and/ or submitted by
You during Your Term of Engagement;
f. You will comply with
all the Tutor obligations set out at clause 4;
g. You will
only ever contact a Client via the Site;
h. You agree at all
times to comply with the provisions of the Data Protection
Legislation;
i. You shall comply to the best of your ability
with TUTORNINJAS’s Tutor selection processes and you shall not
knowingly withhold any information which you reasonably believe to
invalidate you from providing Tutoring Services in accordance with
the Tutor Policy.
j. in offering Your Tutoring Services via
the Site, You are complying with all applicable laws, regulations and
codes of practice including, but not limited to, relevant legislation
for the protection of businesses and consumers alike and which
regulate the activities of the online environment;
k. You are
not VAT registered and will not charge a Client VAT for Your Tutoring
Services;
l. You have read, understood and familiarised
yourself with our
Safeguarding
Policies and Procedures
which
can be accessed in respect of child protection and online
safety;
m. You are not prevented from working with children
and Your name does not appear in either of three lists of individuals
who are barred from working with children (PoCA list) or with
vulnerable adults (PoVA list and List 99).
14.2 The Tutor shall indemnify and hold harmless TUTORNINJAS (and any TUTORNINJAS Client as the case may be) on demand, and shall keep TUTORNINJAS (and any TUTORNINJAS Client) fully and effectively indemnified against any and all Losses arising out of or in connection with:
a. any
breach of these Tutor Terms or breach of obligation or warranty by
the Tutor or the acts or omissions of a Tutor (other than and to the
extent that any losses arise directly from breach of these Tutor
Terms by TUTORNINJAS or by TUTORNINJAS’s negligence); and,
b. any
and all claims, complaints or legal proceedings instigated by a
Client against TUTORNINJAS.
15. LIMITATION OF LIABILITY
15.1 You
agree that subject to clause 15.2, We shall in no circumstances be
liable to You in contract, tort (including negligence) or otherwise
for any consequential, special or incidental loss or damage (whether
direct or indirect) or any loss of profit, anticipated profits,
business, data, opportunity, revenue, goodwill, or reputation arising
from Your use of the Site or the TUTORNINJAS Services. Our liability
to You whether in contract, tort or otherwise shall in no
circumstances exceed the total TUTORNINJAS Payments earned by
TUTORNINJAS in the six (6) months preceding the date on which the
liability arose.
15.2 Nothing in these Tutor Terms is
intended nor shall it be construed as an attempt by any party to
exclude or limit its liability for any liability which cannot be
excluded or limited under applicable law, including without
limitation its liability for death or personal injury caused by its
negligence or for its fraudulent misrepresentation.
15.3 For
clarification, the TUTORNINJAS Services are primarily designed to be
used within the territory of the United Kingdom and except as
expressly set out in this Agreement, TUTORNINJAS gives no warranties
and excludes all other express or implied terms, conditions and
warranties to the fullest extent permitted by law.
16. DISPUTES
16.1 Negative
feedback (rating of 1, 2 or 3 out of 5) reported to TUTORNINJAS by
Clients via the Site may be investigated. The parties agree that they
shall attempt in good faith to resolve any Dispute or claim promptly
through negotiations between You and an officer of TUTORNINJAS.
TUTORNINJAS will use all reasonable endeavours to provide a written
response via email to any issue raised by a Client or a Tutor via the
Site within fourteen (14) days. TUTORNINJAS reserves the right to
inform a Tutor or a Client respectively of any Dispute raised against
them and to provide them with a copy of any response provided by
TUTORNINJAS.
16.2 During the Term of Engagement, You must
inform TUTORNINJAS immediately if You become aware of any Dispute or
potential Dispute between an TUTORNINJAS Client and You and/ or
TUTORNINJAS in connection with the provision of the Tutoring Services
rendered by You.
16.3 You agree to cooperate fully with
TUTORNINJAS in resolving any Dispute with a TUTORNINJAS
Client.
16.4 TUTORNINJAS reserves the right to suspend
Your Account with immediate effect while an investigation is
conducted. Your Account may be reactivated once an investigation has
been completed.
16.5 In the event of a Dispute prior to
receipt of Tutor Fees, TUTORNINJAS reserve the right to withhold
Tutor Fees in accordance with clause 7.3 until the Dispute has been
resolved.
16.6 The consequence of any investigation
instigated by a Client is entirely at the discretion of TUTORNINJAS.
17. GENERAL
Assignment: You
shall not, without the prior written consent of TUTORNINJAS, assign,
transfer, charge, sub-contract or deal in any other manner with all
or any of your rights or obligations under these Tutor Terms.
TUTORNINJAS may at any time assign, transfer, charge, sub-contract or
deal in any other manner with all or any of its rights or obligations
under these Tutor Terms.
Enforceability: If any one or
more of the provisions of these Tutor Terms should be held to be
invalid, illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired and the parties shall amend these
Tutor Terms to add a new provision having an effect as near as
legally permissible to the one held to be invalid, illegal or
unenforceable.
Entire Agreement: These Tutor Terms
together with our the Privacy Policy, the Cookie Policy and
the Terms of Service constitutes the entire agreement
between You and TUTORNINJAS in relation to Your use of the Site and
the Services and supersedes any prior representations, inducements or
agreements relating to its subject matter. Each of the parties
acknowledge and agree that in entering into the terms of this
Agreement it does not rely on any undertaking, promise, assurance,
statement, representation, warranty or understanding (whether in
writing or not) of any person (whether party to this Agreement or
not) relating to the subject matter of this Agreement other than as
expressly set out in this Agreement.
Status: The Tutor
and TUTORNINJAS are independent contractors, and no agency,
partnership, joint venture, employer-employee or
franchisor-franchisee relationship is intended or created and neither
shall have any authority to bind the other in any way. This Agreement
constitutes a contract for the provision of services and not a
contract of employment and accordingly the Tutor shall be fully
responsible for any income tax, national insurance and social
security contributions.
18. THIRD PARTY RIGHTS
User may enforce the Tutor Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the ‘Act’). Except as provided above, these Tutor Terms do not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.
19. LAW AND JURISDICTION
All of these Tutor Terms are governed by English Law and any disputes arising in relation to the Tutor Terms, the Site or the Services are subject to the exclusive jurisdiction of the English Courts.