Tutorconnect | Terms

Terms and Conditions

Thanks for taking the time to learn about Tutorconnect.

This is where you'll find information about how we protect your privacy, Tutorconnect's terms of service and how we handle user accounts. If you still have questions, please get in touch.

The following section is structured as follows:

  • i. Terms of Service
  • ii. Client Policy
  • iii. Tutor Policy

Terms of Service

Thank you for expressing an interest in contributing to the improvement of the user experience on www.tutorconnect.sg (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. EyeLeanLabs Pte Ltd, a company registered in Singapore (No. xxxxxxxxx) with a registered office at: xxxxxxxxxxx, Singapore xx xxx, herein referred to as ‘ELL’ or ‘We’ set out the following terms and conditions upon which ELL 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.

Tutorconnect and tutorconnect.sg are the trading names of EyeLeanLabs Pte Ltd.

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 ELL 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 user generated content ('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, ELL may terminate Your use of the Site, bar You from future use of the Site, and/or take appropriate legal action against You. ELL 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 ELL 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 ELL Services, You grant ELL and the Tutor or Client the IP Licences set out in Your Client Policy or Tutor Policy respectively.

2. ELL’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 ELL (‘Content’), and is subject to copyright, trade mark rights, and other intellectual property rights of ELL and ELL’s licensors. Such Content is protected by Singapore 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 ELL or, where applicable, ELL's licensors. ELL 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 ELL immediately of any unauthorised use of Your email or any other breach of security. Although ELL 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

ELL 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 ELL 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 ELL's prior written authorisation, unless ELL 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 ELL 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 ELL’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 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 ELL’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 may commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and We will co-operate 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 ELL 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. ELL 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, ELL 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 ELL 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 ELL for any damages or losses, whatsoever, resulting from Your use of the Site to obtain search results or to link to another site. ELL 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 ELL has no obligation to monitor any UGC or other Content provided by third party users. You further understand and agree that in ELL's sole discretion, and without prior notice, ELL 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 ELL believes that the UGC You provided has violated or is inconsistent with this Licence or violated the rights of ELL or another ELL Member. Notwithstanding this, You are solely responsible for and bear the legal risk associated with such UGC anywhere in the world.

11.2 ELL 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 ELL 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, ELL may stop (permanently or temporarily) providing the Services (or any features within the Services) to You or to users generally at ELL'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 ELL 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 ELL 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 ELL 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 ELL 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 ELL harmless from any loss, liability, claim or demand, including reasonable legal fees, incurred by or asserted against ELL, 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 ELL 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 14 shall exclude or restrict ELL’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 ELL 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 14.1, ELL 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 ELL 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 ELL’s liability to You in this clause 14 shall apply whether or not ELL 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, ELL 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 ELL 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 ELL’s prior written consent. ELL 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 ELL 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 ELL 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 Singapore Law and any disputes arising in relation to this Licence and/or the Site are subject to the exclusive jurisdiction of the Singapore Courts.

We keep our statement under regular review. This statement was last updated on 1st July 2019.

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Client Policy

These terms and conditions, herein referred to as the ‘Client Terms’ set out the terms and conditions under which EyeLeanLabs Pte Ltd, a company registered in Singapore (No. xxxxxxxx) with a registered office at: xxxxxxx, Singapore xxxxxx, herein referred to as ‘ELL’ or ‘We’ grant to the Client, a licence to use ELL’s online platform at www.tutorconnect.sg (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;(the ‘Agreement’).

Tutorconnect and tutorconnect.sg are the trading names of EyeLeanLabs Pte Ltd.

In providing the Site and the ELL Services, ELL does not provide the Tutoring Services. To avail of the Tutoring Services, the Client enters in to 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 ELL Services provided by ELL. When You use the Site, the ELL 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 EyeLeanLabs Pte Ltd

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. ELL 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 ELL Login.

Client means a person who is registered to use the ELL Site with a view to contibuting UGC or directly entering into a formal contractual relationship with the Tutor for the provision of Tutoring Services.

Client Fees means the amounts collected by ELL 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 ELL 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 ELL including, but not limited to information pertaining to Tutors, Tutor Correspondence, logging in, MTW correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of ELL 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.

Deemed Start Date means the date and time when payment of Client Fees are received by ELL.

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 ELL Services which is communicated to ELL 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.

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).

ELL Login refers to Your unique username and password.

ELL Services includes the provision of an online platform i.e. a website whereupon ELL provides an online marketplace for Clients to contact Tutors. ELL do not provide the Tutoring Services but do facilitate their provision by Tutors to Clients via the Site. The ELL Services further include a database of Tutors, back office support including customer services, billing, website and IT services.

Service Fee a per transaction booking fee charged to Client when booking a session directly throught the platform. This is paid when booking a session.

Services refer to both the ELL Services and the Tutoring Services provided by the Tutor.

Sign Up means registering on the Site as a Student as per clause 3.1

Site means a website owned and managed by ELL including www.tutorconnect.sg

Student means a person receiving the Tutoring Services (or the parent, guardian or sponsor of such person) via ELL delivered by a Tutor.

Tutoring Services means the provision of tutoring by a Tutor by way of individual private lessons or group tuition classes.

Tutor means a registered tutor or tuition centre who is listed on the Site.

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 MTW and a Tutor.

GST means goods and service tax chargeable under Singapore 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, by sending it by pre-paid recorded delivery, registered post or email to the relevant party at (in the case of the Client) the email address submitted during the Client’s Account Sign Up (as defined below) and (in the case of ELL), the registered address.

3. CLIENT REGISTRATION AND MTW SERVICES

3.1 In order to sign up to the Site You need to register and provide us with a username and email address. This is the minimum amount of information required in order to search and book Tutoring Services directly with Tutors. If you are booking Tutoring Services through the platform then you will be required to provide certain other information which is required by the Tutor for identification and payment purposes.

3.2 During Sign Up, in order to provide You with maximum protection, You will be asked to input Your username and 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 email and password which shall represent Your ELL Login. We do not have the means to check the identities of all people using the Site and will not be liable where Your email and/or password are used by someone else. You agree to notify ELL immediately by email to help@tutorconnect.sg 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.

3.4 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 ELL reserves the right to suspend or terminate Your ability to purchase Tutoring Services at any time and for any reason without liability to MTW. Where terminated, Your ELL Login and Account shall be deactivated. ELL 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 ELL Services to purchase Tutoring Services via the Site. You will not be permitted to re-access the Site and the ELL Services without ELL’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 ELL and the Tutor as amended from time to time and in accordance with these Client Terms. Client further and specifically agrees:

a. to provide promptly and give to the Tutor all such information as they may reasonably require in connection with the provision of the Services;

b. to be solely responsible in assessing the suitability of a Tutor to deliver the Tutoring Services and the accuracy of their stated credentials, expertise and references.;

c. not to act as an agent to promote the services or opportunities of a company; and,

d. 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. ELL's OBLIGATIONS

5.1 ELL agrees to:

a. provide the ELL 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 ELL 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 ELL Services.

5.2 As an online service, ELL 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. MTW makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Site and/or the ELL Services.

6. CLIENT FEES

6.1 Tutor authorises ELL and its agents on Tutor’s behalf to accept any credit or debit cards or other forms of payment approved by ELL in connection with the provision of the Tutoring Services via the Site including Mastercard, Visa and Maestro debit cards.

6.2 Tutor authorises ELL on Tutor’s behalf to charge and collect the face value of each a Lesson at the current rates provided on the Site from Clients.

6.3 Client shall pay to ELL the Client Fees by any means made available via the Site from time to time. Your Tutor may or may not be GST registered.

6.4 ELL charges a small Service Fee to Clients. This Service Fee is 1.75% and will be a minimum of SGD 0.50 and a maximum of SGD 2.50 per Lesson where a booking is made directly through the Site and are non-refundable.

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 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. Without limiting the foregoing, we have the right to remove any UGC that violates these Client Terms or is otherwise, in ELL’s sole opinion, objectionable.

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 ELL, 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 ELL 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 ELL 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 The Intellectual Property Rights contained on the ELL Site cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without MTW’s written permission. You acknowledge that all Intellectual Property Rights in and relating to ELL are owned by ELL or ELL’s licensors.

9. RATINGS AND FEEDBACK

9.1 It is a feature of the Site and the ELL Services that the Client may leave Client Ratings and Reviews of the Tutoring Services they have received from Tutors.

10. DATA PROTECTION AND PRIVACY

10.1 In respect of any Personal Data (as defined in the Data Protection Act 1998 (the ‘1998 Act’)) processed by ELL 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 ELL’s Privacy Policy and Cookie Policy by this reference.

10.2 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 ELL 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.

11. DISPUTES

11.1 All Disputes reported to ELL by a Client (or by a Tutor) via the Site will be investigated at ELL’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 ELL. ELL 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. ELL 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 ELL.

11.2 During any given Contract, You must inform ELL 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.

11.3 You agree to cooperate fully with MTW in resolving any Dispute with a Tutor.

11.4 ELL 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.

11.5. The consequence of any investigation instigated by You or a Tutor is entirely at ELL’s discretion.

12. TERMINATION

12.1 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 ELL has no objections to the continuance of an existing Contract.

12.2 ELL 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;

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b. You act in any way that has brought, or could bring, ELL in to disrepute; or,

13. WARRANTIES AND INDEMNITIES

13.1 As a Client, You hereby warrant, represent and undertake to MTW and Tutor that:

a. 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;

b. 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;

c. You will comply with all the Client obligations set out at clause 4;

d. You agree at all times to comply with the provisions of the data protection legislation;

e. You agree to comply with all applicable laws, regulations and codes of practice which regulate the activities of the online environment;

f. You will protect your unique password.

13.2 You shall indemnify and hold harmless ELL (and any Tutor as the case may be) on demand, and shall keep ELL (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 ELL or by ELL’s negligence); and,

c. any and all claims, complaints or legal proceedings instigated by a Tutor against You.

14. LIMITATION OF LIABILITY

14.1 You agree that subject to clause 14.2, 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.

14.2 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. GENERAL

Assignment: You shall not, without the prior written consent of ELL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Client Terms. MTW 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 ELL 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.

16. THIRD PARTY RIGHTS

Except as provided above, these Tutor Terms do not create any right enforceable by any person who is not a party to it, but does not affect any right or remedy that a third party has which exists or is available.

17. LAW AND JURISDICTION

All of these Client Terms are governed by Singapore Law and any disputes arising in relation to the Tutor Terms, the Site or the Services are subject to the exclusive jurisdiction of the Singapore Courts.

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We keep our statement under regular review. This Client Policy was last updated on 1st July 2019.

Tutor Policy

These terms and conditions, herein referred to as the ‘Tutor Terms’ set out the terms and conditions under which EyeLeanLabs Pte Ltd, a company registered in Singapore (No. xxxxxx) with a registered office at: xxxxxx, Singapore xxxxxx, herein referred to as ‘ELL’ or ‘We’ grants to the Tutor, a licence to access and use ELL’s virtual online platform at www.tutorconnect.sg (the ‘Site’) which is dedicated to facilitating the delivery of Your Tutoring Services direct to Your Clients (the ‘Agreement’).

Tutorconnect and tutorconnect.sg are the trading names of EyeLeanLabs Pte Ltd.

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 ELL Services in order to provide Tutoring Services. When You use the Site and the ELL 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 EYELEANLABS PTE LTD

These Tutor Terms govern the activities of Tutors in relation to Your use of the Site and the ELL Services. By using the Site and the Services, You accept these Tutor Terms in full. ELL 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 ELL Services. If You disagree with any part of the Tutor Terms, do not use the Site or the ELL 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 ELL Login.

Client means a person contacting ELL with a view to directly entering into a formal contractual relationship with a Tutor for the provision of Tutoring Services.

Client Fees means the amounts collected by ELL 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 ELL 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 ELL including, but not limited to information pertaining to Clients, logging in, Client Ratings or other feedback, ELL correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of ELL 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.

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 ELL 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.

ELL Login refers to Your unique username and password.

ELL Payments the amounts retained by ELL from the Client Fees in consideration for the provision of the MTW Services to Tutor.

ELL Services includes the provision of an online platform i.e. a website whereupon ELL provides an online marketplace for Clients to contact Tutors. ELL do not provide the Tutoring Services but facilitate their provision by Tutors to their Clients via the Site. The ELL Services further include a database of Tutors, Students, back office support including customer services, billing, website and IT services.

Site means a website owned and managed by ELL including www.tutorconnect.sg.

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 or Tuition Centre who's details are recorded on the Site.

Tutoring Services means the provision of tutoring by the Tutor to the Client by way of individual Lessons or group classes.

UGC means user generated content provided, 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 ELL and a Client.

GST means goods and services tax chargeable under Singapore 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, by sending it by pre-paid recorded delivery, registered post or email to the relevant party at (in the case of the Client) the email address submitted during the Tutor’s Account Sign Up (as defined below) and (in the case of ELL), 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 ELL Services, You agree that these Tutor Terms apply to that use in full.

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 ELL 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 ELL immediately by email at help@tutorconnect.sg 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 a secure ELL Login, the Tutor can benefit from full use of the Site and the ELLServices. The ELL Services includes the provision of an online platform i.e. a website whereupon MTW 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 Lessons or group classes .

3.4 ELL reserves the right to suspend or terminate Your ability to render Tutoring Services at any time and for any reason without liability to ELL. Where terminated, Your ELL Login and Account shall be deactivated. ELL reserves the right to terminate after a one (1) month long continuous period of inactivity . You will not be permitted to re-access the Site and the ELL Services without ELL’s express written permission.

4. TUTOR OBLIGATIONS

4.1 When You make use of the Site and the MTW Services and when You provide Tutoring Services to Your Students, You must comply with any operational requirements as directed by MTW and as amended from time to time and in accordance with these Tutor Terms. You further and specifically agree to: a. provide MTW 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 MTW that a booking has been confirmed and Client Fees have been received and are being held on Your behalf. You acknowledge that MTW cannot be held responsible for any costs or time incurred before notification has been given to You; d. advise MTW at the earliest opportunity should Your circumstances change in relation to Your access to MTW Tools. You accept full responsibility for any Client Disputes raised as a result of issues connected to the performance of your MTW 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 MTW 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 MTW. 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 MTW immediately should You become incapacitated in any way and unable to provide the Tutoring Services. MTW can notify any Client concerned if You have not already done so. Depending on the circumstances, MTW 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 MTW remains true, accurate, up-to-date and complete at all times during the Terms of Engagement. 5. MTW OBLIGATIONS 5.1 In consideration of the MTW Payments, MTW agrees to: a. provide the MTW 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 MTW 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 MTW Services. 5.2 As an online service, MTW 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. MTW makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Site and/or the MTW Services. 5.3 You are solely responsible for validating the interoperability and proper functioning of the MTW 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. MTW uses all reasonable endeavours to make the Services available to all Tutors and Clients and where this is not possible for any reason whatsoever, MTW 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 MYTUTORWEB PAYMENTS 6.1 Tutor authorises MTW as its agents to accept any credit or debit cards or other forms of payment approved by MTW 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 MTW to charge and collect on behalf of Tutor, the face value of Tutoring Services from Clients. MTW 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 MTW Payments it charges to Tutor in consideration for the MTW Services provided prior to releasing the Tutor Fees to Tutor. 6.3 All costs relating to Online Lessons and MTW Payments are reviewable by tutors and MTW 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 MTW for or against all and any demands by HMRC to MTW 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 MTW in dealing with any such claim by HMRC. 7. SETTLEMENT 7.1 MTW shall pay to Tutor an amount equal to the gross Tutor Fees collected by MTW, less any charges for MTW 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, MTW 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 MTW, MTW shall be entitled to withhold sufficient monies and offset any amounts payable to Tutor by MTW under this Agreement from any gross Tutor Fees collected by MTW thereafter to enable MTW to refund the relevant Client on the Tutor’s behalf. MTW 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 MTW against all Losses resulting from chargebacks and/or refund requests. 7.4 Tutor authorises MTW to self-bill for all the MTW Services until revoked and acknowledged in writing. MTW 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 MTW has provided Sponsor with Additional MTW Credits to redeem against Tutoring Services and such Additional MTW Credits are redeemed by Sponsor. 8. INTELLECTUAL PROPERTY 8.1 When using the MTW 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 MTW, 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 MTW 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 MTW 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 MTW. 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 MTW’s written permission. You acknowledge that all Intellectual Property Rights in and relating to MTW are owned by MTW or MTW’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 MTW. 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 MTW Wallet will be credited with the full amount of the Client Fees paid less an Administration Fee payable at MTW’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 MTW under clause 13 and in any event MTW 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 MTW Services that the Client will leave Client Ratings. 10.2 Where deemed necessary, MTW 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, MTW will have full discretion as to whether they inform the other of such feedback. Where deemed necessary, MTW is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, MTW is entitled to suspend or terminate Your Account or revoke the licence granted to the Tutor herein to use the Site and the MTW 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 MTW 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 MTW’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 MTW 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 MTW 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 MTW has no objections to the continuance of an existing Contract (‘Term of Engagement’). 13.2 MTW 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 MTW in its sole discretion to be unsatisfactory; c. You act in any way that has brought, or could bring, MTW in to disrepute; d. You are convicted of a criminal offence or are the subject of any investigation, which may in MTW’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 MTW 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 MTW 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 MTW’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 here 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 MTW (and any MTW Client as the case may be) on demand, and shall keep MTW (and any MTW 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 MTW or by MTW’s negligence); and, b. any and all claims, complaints or legal proceedings instigated by a Client against MTW. 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 MTW Services. Our liability to You whether in contract, tort or otherwise shall in no circumstances exceed the total MTW Payments earned by MTW 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 MTW Services are primarily designed to be used within the territory of the United Kingdom and except as expressly set out in this Agreement, MTW 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 MTW 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 MTW. MTW 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. MTW 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 MTW. 16.2 During the Term of Engagement, You must inform MTW immediately if You become aware of any Dispute or potential Dispute between an MTW Client and You and/ or MTW in connection with the provision of the Tutoring Services rendered by You. 16.3 You agree to cooperate fully with MTW in resolving any Dispute with a MTW Client. 16.4 MTW 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, MTW 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 MTW. 17. GENERAL Assignment: You shall not, without the prior written consent of MTW, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Tutor Terms. MTW 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 MTW 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 MTW 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. We keep our statement under regular review. This statement was last updated on 28th July 2014. Back to top