REALTIME TUTORS LTD. TERMS AND CONDITIONS
I Tutors Agreement
II Client Agreement
I Tutors Agreement
1.1 In this Agreement the following definitions apply:
“Client” means the Student’s parent or legal guardian, or if the Tutorial Services are sought directly by a Student aged 18 or over, then it shall have the same meaning as the Student.
“Confidential Information” means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to Client, Student and/or the business, products, affairs and finances of Realtime Tutors for the time being confidential to Realtime Tutors and trade secrets including, without limitation, technical data and know-how relating to the business of Realtime Tutors or any of its business contacts;
“Realtime” means Realtime Tutors Limited (Registered in Scotland Co. No. 522482) having its Registered Office at Maisondieu Farm, Kelso, TD5 8JW, or its successors from time to time;
“Student” means the person requiring the services of the Tutor;
“Tutor” means the person engaged by Realtime Tutors to provide the services to the Client; and
“Tutorial Services” means the tutorial services provided by the Tutor, including (but not limited to) any teaching, advice, discussion of and working through past papers with the Student, and the preparation, setting and marking of course work;
1.2 In this Agreement, a reference to one gender includes a reference to the other gender.
2. Term Of Relationship
2.1 Realtime Tutors shall offer to introduce the Tutor to a Client and offer the Tutor the opportunity to provide Tutorial Services for a Student in the terms of this Agreement.
2.2 There is no obligation on the part of Realtime Tutors to request that the Tutor perform the Tutorial Services and where it is offered the Tutor is under no obligation to accept them.
3. Duties of the Tutor
3.1 During the Term the Tutor shall, if registering with Realtime Tutors (without prejudice to the terms of Clause 9 ):-
3.1.1 provide the Tutorial Services to the Student with all due care, skill and ability and use his best endeavours to promote the interests of Realtime Tutors;
3.1.2 comply with any rules or obligations stipulated by Realtime Tutors or by law in the course of delivering the Tutorial Services and ensure that they are observed to the extent that they are reasonably applicable;
3.1.3 provide Realtime Tutors with any information relating to the delivery of Tutorial Sevices as may be requested.
3.1.4 not engage in any conduct detrimental to the interests of Realtime Tutors or the Student, including (but not limited to) any conduct tending to bring Realtime Tutors or the Student into disrepute or which results in the loss of custom or business to Realtime Tutors.
3.1.5 Communicate with Clients and Students only through the Realtime Tutors website and virtual classroom or by channels agreed to in advance by Realtime Tutiors
3.2 The Tutor agrees to provide to Realtime Tutors:-
22.214.171.124 proof of identity
126.96.36.199 proof of eligibility to work in the UK
188.8.131.52 proof of self-employed status (if available);
184.108.40.206 evidence of the Tutor’s qualifications, including original copies of educational certificates (if required);
220.127.116.11 a DBS certificate in respect of the Tutor;
18.104.22.168 details of two referees who should have knowledge of the Tutor’s work, or contact, with children;
22.214.171.124 the Tutor’s current bank and contact details.
3.3 The Tutor will make himself available for an interview with Realtime Tutors, to be conducted through the Virtual Classroom as part of the screening process.
3.4 The Tutor shall ensure that Realtime Tutors are immediately provided with updated details in the event that there are any material changes to the information / documentation provided under Clause 3.2. Such notification must be made in writing to Realtime Tutors within 3 days of any material change occurring.
3.5 The Tutor shall have absolute discretion in relation to the content of the Tutorial Services and the work carried out during the tutorial sessions, but in doing so shall co-operate with the Client.
3.6 Tutors may deliver Tutorial Services as Registered Tutors after their application has been approved on verification of the information as stated in 3.2.
3.7 To achieve Accreditation, the Tutor shall complete initial training to the standard required by Realtime Tutors before being accredited to deliver Tutorial Services, unless the Tutor is deemed on the basis of the information provided in Clauses 3 .2.1.4 and 126.96.36.199 to already possess the required knowledge and skills. In this latter case, the Tutor will be Accredited at the discretion of Realtime.
3.8 The Tutor shall determine in consultation with the Client the times when the Tutorial Services are to be performed for the Student, and shall so far as possible comply with the wishes of the Client.
3.9 The Tutor accepts that periodic reviews of their performance in the delivery of Tutorial Services and behaviour in respect Clause 3.1 maybe carried out by Realtime Tutors and that this may include feedback from Clients for whom the Tutor has provided Tutorial Services.
3.10 The Tutor agrees to sessions delivered during the course of any Project being recorded and made available to the Client for seven days after delivery for personal and private use as well as by Realtime for performance review and security checking.
3.11 The Tutor will not provide the Tutorial Services for a Student, if he is informed by Realtime Tutors that the Client has failed to pay the sums due to Realtime Tutors at the required time.
3.12 If the Tutor is unable to provide the Tutorial Services, he shall advise Realtime Tutors of that fact as soon as reasonably practical by email, by phone and by cancelling the tutorial on the Site. Except in the case of illness a Tutor should not cancel a tutorial less than 24 hours before the Tutorial Services are scheduled to occur. In the event that a scheduled tutorial is cancelled, it is assumed that, if the Client wishes, it will be rescheduled and the Tutor will be provided with a link to the Virtual Classroom as confirmation of the new date and time.
3.13 For the avoidance of doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during which the Tutorial Services are not provided.
4. Invoices and Fees
4.1 Realtime Tutors are the Tutor’s principle and accountable for the timely and accurate payment to the Tutor for Tutorial Services delivered to the requisite standard.
4.2 Realtime Tutors will (other than in the event of exceptional circumstances delaying payment pay theTutor for Tutorial Services delivered during any calendar month within the first 5 working days of the next calendar month on the basis of Tutorial Services delivered and paid for by the Client, provided that all Client payments have been received and that there have been no issues raised by the Client in respect of non delivery of pre paid sessions.
4.3 Realtime Tutors will pay Tutors to a Paypal account or to their bank account as specified by the Tutor I their Realtime profile. Realtime Tutors recommend that Tutors use Paypal in the first instance and take no responsibility for any unauthorised access to a bank account where the Tutor has voluntarily provided the account details.
4.4 In the event of any dispute over payment for Tutorial Services, Realtime Tutors reserves the right to offset any overpayments against sums due to the Tutor and recover any overpayments.
4.5 The Tutor will receive payment from Realtime Tutors for a Project at the rate of £15.00 for each hour worked by the Tutor.
4.6 Subject to satisfactory performance in respect of Tutorial Services delivered in accordance with Clause 3.2 , Realtime Tutors may offer the Tutor the opportunity of additional, related services and / or a higher rate of remuneration. The Tutor is under no obligation to accept such offers if they are made and this will not prejudice ongoing and future work with Realtime Tutors.
5.1 Save as provided for in this Agreement, the Tutor shall bear his own expenses.
6.1 The relationship of the Tutor to Realtime Tutors will be that of an independent self-employed individual agreeing to provide Tutorial Services to Students identified by Realtime Tutors. Nothing in this Agreement shall render him an employee, worker, agent or partner of Realtime Tutors and the Tutor shall not hold himself out as such.
6.2 This Agreement constitutes a contract for the Tutor to make himself available to provide the Tutorial Services and not a contract of employment and accordingly the Tutor shall be fully responsible for and shall indemnify Realtime Tutors for and in respect of:
6.2.1 any income tax, National Insurance and Social Security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law. The Tutor shall further indemnify Realtime Tutors against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Realtime Tutors in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
6.2.2 any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Tutor against Realtime Tutors arising out of or in connection with the provision of the Services.
6.3 Realtime Tutors may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Tutor.
7.1 The Tutor shall be liable for any loss, damage or injury to any party resulting from their negligent acts or omissions during a Project. The Tutor will indemnify Realtime Tutors from any liability caused as a result of the Tutor’s negligent acts or omissions.
7.2 The provision of Employer’s Liability Insurance, Public Liability Insurance and any other suitable policies of insurance in respect of the Tutor during a Project is the responsibility of the Tutor. The insurance policies of Realtime Tutors shall not indemnify the Tutor against any liabilities arising from the Tutor’s failure to make such insurance provision.
8.1 The Tutor agrees to deliver up to the Client or Realtime Tutors (as directed) at the end of each Tutorial all documents and other materials belonging to the Client (and all copies) which are in its possession including documents and other materials created by during the delivery of the Tutorial Sevices.
8.2 The Tutor shall not (except in the proper course of his duties) either during the Term of this Agreement or at any time after the end of the Agreement, use or disclose to any person, firm or company (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information.
9.1 Subject to the provisions of this agreement, this Agreement shall remain in place until:
9.1.1 Either party gives notice of their wish to discontinue it, subject to the terms stated in 9.2
9.1.2 The Tutor removes themselves from the register of Realtime Tutors subject to the terms stated in 9.2
9.2.3 Realtime Tutors amends the terms of this agreement, in which they will give Registered Tutors 30 days notice before the application of a revised Agreement.
9.2 Notwithstanding the terms of Clause 9.1, but subject to the terms of Clause 9.6. A Project may be terminated by Realtime Tutors or the Tutor giving the other party a period of notice of one month.
9.3 Notwithstanding sub clauses 9.1, 9.2 and 9.5 of this Agreement, Realtime Tutors may terminate the Agreement, and instruct the Tutor to cease a Project with immediate effect with no liability to make any further payment to the Tutor (other than in respect of amounts accrued prior to the Termination Date) if:-
9.3.1 requested to do so by the Client, due to the Tutor proving unsatisfactory to the Client; or
9.3.2 the Tutor is guilty of any gross misconduct affecting (or reasonably likely to affect) the business of Realtime Tutors; or
9.3.3 the Tutor fails to comply with his obligations in terms of Clause 3.
9.3.4 the Tutor commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of Realtime Tutors; or
9.3.5 the Tutor is convicted of any criminal offence (other than a minor offence (excluding for the avoidance of doubt driving or being in charge of a motor vehicle while under the influence of drink or drugs) under any road traffic legislation in the United Kingdom or elsewhere); or
9.3.6 the Tutor is in the reasonable opinion of Realtime Tutors negligent and incompetent in the performance of the Services; or
9.3.7 the Tutor is guilty of any fraud or dishonesty or acts in any manner which in the opinion of Realtime Tutors brings or is likely to bring the Tutor or Realtime Tutors into disrepute or is materially adverse to the interests of Realtime Tutors;
9.4 The rights of Realtime Tutors under Clause 9.2 are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this Agreement on the part of the Tutor as having brought the Agreement to an end. Any delay by Realtime Tutors in exercising its rights to terminate shall not constitute a waiver thereof.
9.5 Failure by the Tutor to give notice of termination as required in sub clause 9.1 of this Agreement shall constitute a breach of Contract and shall entitle Realtime Tutors to claim damages from the Tutor for any resulting loss suffered by Realtime Tutors. This shall include, but not be limited to retention of any sums invoiced by but as yet not paid to the Tutor.
9.6 In addition to the duties in terms of Clause 9.5, in the event of a Tutor serving notice to terminate the Agreement, the Tutor shall be bound to provide and make himself available for a 30 minute briefing session (per Student) with the tutor(s) taking over the Tutorial Services prior to the Agreement terminating. No payment will be made by Realtime Tutors to the Tutor for such briefing session(s). Failure to provide the briefing session(s) shall constitute a breach of Contract and shall entitle Realtime Tutors to claim damages from the Tutor for any resulting loss suffered by Realtime Tutors. This shall include, but not be limited to retention of any sums invoiced by but as yet not paid to the Tutor.
9.7 The Tutor acknowledges that the continuation of delivery of Tutorial Services is subject to and conditioned by the continuation of the contract between Realtime Tutors and the Client. In the event that the contract between Realtime Tutors and the Client is terminated for any reason the delivery of Tutorial Services shall cease with immediate effect without liability to the Tutor.
10.1 The Tutor shall not for itself or for any other individual, firm or company either directly or indirectly solicit work or accept work from the Client, Student or from any other individual for whom the Tutor may have provided Tutorial Services under this Agreement; such restriction to be valid both during the Project and for a period of 6 months after the termination hereof (for whatever reason).
11.1 This Agreement constitutes the entire agreement and understanding between the Tutor and Realtime Tutors and supersedes any previous agreement between them relating to the Agreement (which shall be deemed to have been terminated by mutual consent).
11.2 No variation or assignation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
11.3 This Agreement shall be interpreted in accordance with the law of Scotland (and the parties hereto submit to the non-exclusive jurisdiction of the Scottish Courts) and the plain meaning of its terms and not strictly for or against any of the parties hereto.
II Client Agreement
1. SCOPE OF THE CLIENT AGREEMENT
This document, herein referred to as the ‘Client Agreement,’ sets out the Terms and Conditions under which Realtime Tutors Limited, a company registered in Scotland (No. xxx) with a registered office at: Maisondieu, Kelso, Roxburghshire TD5 8JW, herein referred to as ‘Realtime Tutors’ or ‘We’ grant to the Client, a licence to use Realtime Tutors’ virtual online platform at www.realtimetutors.co.uk (hereafter referred to as the ‘Site’).
This platform facilitates the sourcing of Tutors by enabling registered Clients to access publicly available profiles of Tutors accredited by Realtime Tutors and offering Tutorial Services in various subjects. It enables Tutors to deliver interactive Tutorial Services direct to Students who are registered on the Realtime Tutors website (’the Site’).
Realtime tutors provides the Site, the learning platform, and learning support for Clients and Tutors.
Realtime Tutors facilitates the provision of the Tutorial Services through approved self employed Tutors.
Realtime Tutors does not deliver the Tutorial Services.
This licence is a personal licence which may be revoked at any time.
This Client Agreement governs the activities of Clients in relation to their use of the Site and the Services. By using the Site and the Services, Clients accept these Terms and Conditions in full. Realtime Tutors reserves the right to change the terms relating to this Client Agreement (or any part) at any time, effective immediately upon posting on the Site.
Note to Clients:
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 Agreement, do not use the Site or the Services.
If you are uncertain as to your rights under this Client Agreement or you would like any explanation about them please Contact us.
2. DEFINITIONS USED WITHIN THE CLIENT AGREEMENT
Unless the contrary intention appears, the following definitions shall apply:
“Client” The Student’s parent or legal guardian, or if the Tutorial Services are sought directly by a Student aged 18 or over, then it shall have the same meaning as the Student.
“Confidential Information” Information (whether or not recorded or stored in any form including paper documents or on digital storage format) relating to Client, Student and/or the business, products, affairs and finances of Realtime Tutors for the time being confidential to Realtime Tutors and trade secrets including, without limitation, technical data and know-how relating to the business of Realtime Tutors or any of its business contacts.
“Realtime” Realtime Tutors Limited (No SC339201) having its Registered Office at Maisondieu Farm, Kelso, TD5 8JW.
“Project” The provision of the Tutorial Services to the Student
Services Refers to any and all of the following:
i)The provision of an interactive online learning platform
ii) A website whereupon Realtime Tutors provides an online marketplace for Clients to contact Tutors.
iii) The facilitation of the provision of Tutorial Services by Tutors to Clients via the Site.
iv) Access to a database of Realtime accredited Tutors
v) Back office support including customer services, billing, website and IT services including the use of the virtual classroom.
vi) Access for a limited period of time to recordings of tutorial sessions specific to the Client.
vii) Access to additional learning support services as specified
“Sponsor” Where a student is under 18 years of age, the Sponsor shall be responsible for managing the provision of all elements of the Services on behalf of a Student or Students
“Student” The person requiring the services of the Tutor
“Tutor” The person engaged by Realtime Tutors to provide the services to the Client
“Tutorial Services” Tutorial services provided by the Tutor, including (but not limited to) any teaching, advice, discussion of and working through past papers with the Student, and the preparation, setting and marking of course work
Account : The secure account(s) created by the Client, which holds personal information and from where the Client can access the Services via their Realtime Tutors Login.
Confidential Information means any information which is imparted or obtained under this Agreement by Realtime Tutors to the Client 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 Realtime Tutors including, but not limited to information pertaining to Tutors, Tutor Correspondence, logging in, Realtime Tutors’ correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of Realtime Tutors which might reasonably be considered to be confidential in nature. DOES THIS NEED TO BE EXPANDED TO RELATE TO CONFIDENTIAL INFORMATION WE GET ABOUT CLIENTS?
Contract means the period during which, and the terms upon which, the Client is provided with Tutoring Services by any one Tutor as agreed between the Client 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.
Dispute means any dissatisfaction expressed by the Client or any complaint made by the Client or any other dispute or potential dispute or claim made by the Client in connection with the provision of the Services.
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 Tutorial Services (including images (audio and/or visual), text, music, trademarks, symbols, logos and slogans).
2.1 In this Agreement, a reference to one gender includes a reference to the other gender.
3. REALTIME TUTORS UNDERTAKINGS TO THE CLIENT
Realtime Tutors agrees to:
i) provide the Services with all due care, skill and ability and in a timely manner and in the best interests of the Client and the Tutor
ii) observe any and all relevant legal requirements, including but not limited to Data Protection and Privacy
iii) provide promptly and give to the Client all such information as they may reasonably require in connection with the provision of the Services.
iv) Notify a tutor on behalf of the Client where a Student become incapacitated in any way and unable to attend a scheduled Tutorial.
v) Respond within 24 hours (or 48 hours when a communication is made over a weekend or Public Holiday) to enquiries, complaints and other communications in respect of the Services by a Client or prospective Client
4. CLIENT UNDERTAKINGS TO REALTIME TUTORS
Where a student is under 18 years of age, a Sponsor shall be responsible for managing the provision of all elements of the Services on behalf of Students, including but not limited to:
4.1.1 Selecting a tutor or tutors appropriate to the needs of the student
4.1.2 Communicating with the Tutor as required to ensure that sessions are scheduled and fulfilled
4.1.3 Paying Client Fees
4.1.4 Communicating with Realtime Tutors
4.1.5 Providing all personal information that is required to allow Realtime Tutors to fulfil their commitments to the Client and to accredited Tutors and ensuring that this is correct and up to date
4.1.6 Observing any and all relevant legal requirements, including but not limited to Confidentiality, Intellectual Property.
4.1.7 Ensuring that the registered student(s) observe the terms of this and any other agreement
4.2 Students aged over 18 years
A Student who is over eighteen (18) years of age and does not have a Sponsor, will be responsible for managing the provisions of all elements of the Services as defined in 4.1 above
4.3 Client Responsibilties
The Client agrees that, when using the Site and the Services and when booking and accepting the Tutorial Services, they will comply with any requirements as directed by Realtime Tutors and the Tutor as amended from time to time and in accordance with this Client Agreement.
The Client further and specifically agrees:
4.3.1 to provide all service, telephony and/or other fees and costs associated with their access to and use of the Services;
4.3.2 to obtain and maintain any other Tools specified in (insert source) to use and access the Services in accordance with the clauses (insert source).
4.3.3 that any problem concerning a technical issue related to a Client’s personal computer or internet service provider is the responsibility of the Client and that they are liable for the cost of any disruption to scheduled Tutorial Services which arise as a result of same.
4.3.4 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 access to and use of the Services
4.3.5 to provide promptly and give to the Tutor all such information as they may reasonably require in connection with the provision of the Services
4.3.6 to notify Realtime Tutors immediately should the Student become incapacitated in any way and unable to attend a scheduled Tutorial.
4.3.7 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 MTW and any qualifications can we discuss
4.3.8 to contact an accredited and listed Tutor via means provided by the Site only.
4.3.9 that other means of communication with an accredited and listed Tutor is prohibited
4.3.10 not to act as an agent to promote the services or opportunities of any other company or individual who provide Tutorial services.
4.3.11 not to publish any abusive comments about a Tutor or another Student on the Site or any other place
4.3.12 to use the website in a responsible and secure manner and not to share confidential information or access to any parties other than registered users of the site
4.3.13 to notify Realtime tutors immediately if they suspect any unauthorised access to their account or abuse of the site by any party.
5. ACCOUNT SET UP AND MANAGEMENT
The Sponsor and / or Student will access the Site and the Services using a Username and Password which are specific to them.
5.1 The Sponsor and / or Student is responsible for keeping their Realtime Tutors password confidential and they are advised not to reveal it to anyone else.
5.2 The Sponsor and / or Student is responsible for all activities that are carried out under their username and password which shall represent their Realtime Tutors Login.
5.3 Realtime Tutors will not be liable where a Client’s username and/or password are used by someone other than the persons authorised by the Client.
5.4 The Client will notify Realtime Tutors immediately by email to email@example.com
of any unauthorised use of their account.
5.5 The Client will not create additional Accounts for the purpose of abusing the functionality of the Site or other registered Clients or for any other reason.
6. PAYMENT FOR SERVICES
6.1 All prices relating to Tutorial Services are reviewable by Realtime Tutors and shall become effective immediately upon posting on the Site and will be applicable to all bookings made after such posting.
6.2 Payments will be made through the registered Client Account.
6.3 : All sessions and other products will be paid for in advance unless agreed otherwise in advance and in writing with Realtime Tutors.
6.4 : Where a Client purchases a programme of sessions, payments will be made pro rata to the total cost of the programme and paid in advance of each session used.
6.5 : When the payment is authorised the Client will receive a confirmation email from Realtime Tutors and the session will be considered to have been purchased
This email designates the conclusion of a binding and legally enforceable Contract for the supply of the Services in accordance with this Client Agreement.
6.6 Payment can only be made from the Client Account as registered on the site.
6.7 If for any reason a payment is not authorised the Client will be notified by email within (time period)
6.8 Realtime Tutors reserves the right to suspend or terminate the Client’s ability to purchase Tutorial Services at any time and for any reason without liability to Realtime Tutors.
Where terminated, the Realtime Tutors Login and Account shall be deactivated.
6.9 Realtime Tutors reserves the right to terminate the Client’s Account after a six (6) month long continuous period of inactivity. This means that the Client will no longer be permitted to use any of the Services provided via the Site, including reference to recorded tutorial sessions.
In case of such a termination, the Client will not be permitted to re-access the Site and Realtime Tutors’ Services without Realtime Tutors’ express written permission and any terms intended to survive termination shall continue.
7. TECHNICAL PROVISIONS
7.1 : Realtime Tutors will use all reasonable endeavours to make the Services available to all. Where this is not possible for any reason whatsoever, Realtime Tutors shall not be responsible nor liable to the Client as a result. This includes any act or omission on the part of the Client relating to their inability to access the Services in whole or in part. This includes but is not limited to:
i) feedback (echos), audio break-ups, video or sound delays;
ii) failure to use and configure the prescribed headset and microphone;
iii) failure to at least meet the minimum system requirements as specified in insert source
7.2 : The Client may from time to time, experience entire or partial failure of the video during a Tutorial due to fluctuations or insufficient bandwidth and under such circumstances, the Client agrees that the Tutorial shall continue without video and confirms that this is acceptable in all circumstances.
For the avoidance of doubt, the Client will not receive a full or partial refund for bandwidth-related interferences.
7.3 : Realtime Tutors makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Site and/or the Realtime Tutors’ Services.
8. CONDUCT AND FRAUD
8.1 The Client may only access the Site and use the Services for lawful purposes. The Client is solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to Your use of the Services.
8.2 The Client agrees to treat the Tutors with respect and not use obscenities, make threats, or discuss matters other than those directly related to the subject of the Tutorial.
8.3 Save for where it may be deemed necessary as in clause 11, The Client agrees that they 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 them.
A violation of this Agreement may lead to a suspension of Your Account
Notwithstanding this clause, it is understood that Realtime Tutors will pass Your name on to Your Tutor and the Client hereby forfeits their privacy and anonymity under this Client Agreement to the extent necessary to utilise the Services.
8.4 The Client agrees that they will not solicit any such information from any Tutor, and agrees that if any Tutor ever discloses such information to them, asks for any personal information, or suggests any offline meeting or conversation, the Client will immediately report this to Realtime Tutors.
8.5 The Client a acknowledges that Realtime Tutors may screen UGC and shall have the right (but not the obligation), in our sole discretion, to remove any UGC.
Realtime Tutors may terminate any Tutorial where we consider, in our sole discretion, that the Client is uploading or otherwise transmitting inappropriate content.
Without limiting the foregoing, we have the right to remove any UGC that violates this Client Agreement or is otherwise, in our sole opinion, objectionable.
8.6 The Client shall not, without the prior written consent of Realtime Tutors, at any time from the date of commencement of this Client Agreement to the expiry of six (6) months after termination of this Client Agreement whereupon the Client’s Account and Realtime Tutors 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 the Client by Realtime Tutors.
9. INTELLECTUAL PROPERTY AS A CLIENT I MIGHT HAVE A PROBLEM WITH THE BITS IN RED?
9.1 When using the Services, if the Client publishes any UGC via the Site by way of uploading text, images or videos or contributing to publicly accessible areas of the Site, they automatically grant:
a. to Realtime Tutors, 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 Realtime Tutors 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 Realtime Tutors to be those parts of the Site that are available to all of those visiting the Site whether registered on the Site or not.
9.2 The Client acknowledges that all Tutorials that they participate in may be recorded and agrees to the storage and use of such Recordings by Realtime Tutors within the terms defined in thisdocument.
9.3 The Client agrees that any UGC they contribute to Tutorials 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 they 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 10.1a and 10.1b.
9.4 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.
9.5 The Intellectual Property Rights contained on the Realtime Tutors Site cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without Realtime Tutors’ written permission.
The Client acknowledges that all Intellectual Property Rights in and relating to Realtime Tutors are owned by Realtime Tutors or Realtime Tutors’ licensors.
10. CANCELLATIONS, RESCHEDULING, NO-SHOW
10.1 This clause shall not apply to any cancellation or termination of a Tutorial under clause 14.2.
10.2 The Client agrees that the Tutor will have reserved a time slot and use of the online virtual classroom and therefore agrees that the Tutorial Services shall commence on the Deemed Start Date and hereby waives their 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, once payment of Client Fees has been made by the Client, in the event that the Client wishes to cancel the Tutorial Services ordered, the following cancellation provisions shall apply:
a. if cancelled within forty-eight (48) hours of the online Tutorial start date and time, the Client shall forfeit 100% of the Client Fees payable
b. if cancelled in excess of forty-eight (48) hours prior to the online Tutorial start date and time, the Client will be offered either:
i. a re-scheduled Tutorial, or failing agreement on that
ii. their Account will be credited with the full equivalent amount.
10.3 All Tutorial cancellations (and any refund requests or requests to re-schedule) must be made directly via the Site and in writing to (insert email address or reword process) (with “IMPORTANT – CANCELLATION REQUEST” or like message in the subject line) (“Cancellation Notification”). A refund granted under clause 11.2b(ii) shall be subject to the Client following the notification process in this clause 11.3 in all circumstances.
10.4 If a Student simply does not show up to their Tutorial and the Client does not notify Realtime Tutors, the Client will not be entitled to a refund in whole or in part under any circumstances.
10.5 Where there has been a Cancellation Notification of a Tutorial by a Client pursuant to clause 10.2b(ii), the equivalent Client Fees shall be credited back to the Client’s Account within three (3) days of receipt of Your Cancellation Notification.
11.1 The Client is encouraged to leave an assessment of the Tutor who has provided or is providing Tutorial Services and the Site is designed to facilitate this.
11.2 Immediately following a Tutorial session, a Tutor may complete feedback or comments or suggestions for the Client, which the Client will be able to access via their Realtime Account.
11.3 A Tutor or a Client can report or raise any issues or concerns that they might have with the other to Realtime Tutors at any time. Whether such feedback is complimentary or more akin to a Dispute, Realtime Tutors will have full discretion as to whether they inform the other of such feedback. Where deemed necessary, Realtime Tutors is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, Realtime Tutors is entitled to suspend the Realtime Tutors Services until an investigation is carried out and may in exceptional cases be entitled to terminate Your Agreement forthwith under clause 15.
12. DATA PROTECTION AND PRIVACY
12.2 The Client agrees that by releasing any Personal Data as submitted by the Client on the Site, they acknowledge that they are willingly providing their Personal Data in an attempt to initiate contact with one or more potential Tutors. They understand that by accepting this Client Agreement, Realtime Tutors 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 their Personal Data, it is understood that they forfeit their privacy and anonymity under the Terms of this Client Agreement to the extent necessary to utilise the Services.
13.1 All Disputes reported to Realtime Tutors by a Client (or by a Tutor) via the Site will be investigated at Realtime Tutors’ sole discretion.
The parties agree that they shall attempt in good faith to resolve any Dispute promptly through negotiations between the Client and an officer of Realtime Tutors.
Realtime Tutors 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.
Realtime Tutors 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 Realtime Tutors.
13.2 During any given Contract, the Client must inform Realtime Tutors immediately and in any event, within twenty-four (24) hours, of any Dispute they may have with a Tutor in connection with the provision of the Tutorial Services rendered by a Tutor or otherwise.
13.3 The Client agrees to cooperate fully with Realtime Tutors in resolving any Dispute with a Tutor.
13.4 Realtime Tutors reserves the right to suspend a Client’s Account with immediate effect while an investigation is conducted. The Account may be reactivated once an investigation has been completed.
13.5. The consequence of any investigation instigated by the Client or a Tutor is entirely at Realtime Tutors’ discretion.
14.1 Subject to 15.2, these Client Terms shall commence on the date Realtime Tutors activate the Client’s 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 Realtime Tutors has no objections to the continuance of an existing Contract.
14.2 Realtime Tutors reserves the right to terminate this Agreement with the Client immediately without compensation or Written Notice if the Client commits a breach of any of the Terms defined in this Client Agreement, or if:
a. any information provided by the Client is found to be untrue, inaccurate, out-of-date, or incomplete;
b. the Client acts in any way that has brought, or could bring, Realtime Tutors in to disrepute;
c. a Student doed not show up at a Tutorial without having cancelled it or the Client repeatedly cancels Tutorials.
14.3 In the event of any such termination, the Client shall pay for all TutorialServices already successfully delivered and which are not the subject of a Dispute as at the date of termination and neither Realtime Tutors nor the Tutor shall be liable for any Losses incurred by the Client after the date of termination.
For the avoidance of doubt, if Realtime Tutors terminate this Agreement with the Client and the Client has ordered and paid for Tutorials in advance, Realtime Tutors Tutor will refund the Client all the pre-payments within fourteen (14) calendar days of termination.
14.4 :Realtime Tutors reserves the right to forbid a Student to re-register with a different Sponsor. If a Sponsor acts for more than one Student, Realtime Tutors 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.
15. WARRANTIES AND INDEMNITIES
15.1 The Client undertakes to Realtime Tutors and the Tutor that:
a. the Student is at least eighteen (18) years of age and if not, both Student and Sponsor will each register separately on the Site
b. The Client is personally responsible for the information posted by them on the Site and submitted throughout Sign Up and Registration which they shall ensure is accurate, true, up-to-date and complete at all times during the Contract.
c. The Client is wholly responsible for the appropriateness and the content of any UGC used and/ or submitted by them during their Contract. No UGC will be offensive or defamatory.
d. The Client will comply with all the Client undertakings set out in this Client Agreement.
e. The Client will only ever contact a Tutor via the Site.
f. The Client will at all times to comply with the provisions of the Data Protection Legislation.
g. The Client will comply with all applicable laws, regulations and codes of practice which regulate the activities of the online environment.
h. The Client will protect their unique password in accordance with clause 5.
i. The Client accepts full responsibility for any Disputes raised as a result of issues connected to the performance or non-performance of their Realtime Tutors equipment Tools affecting their proper access to the Tutorial Services.
j. The Sponsor and / or the Student has read, understood and familiarised themselves with our Safeguarding Policies and Procedures which can be accessed here in respect of child protection and online safety.
15.2 The Client shall indemnify and hold harmless Realtime Tutors (and any Tutor as the case may be) on demand, and shall keep Realtime Tutors (and any Tutor) fully and effectively indemnified against any and all Losses arising out of or in connection with:
b. any breach of this Client Agreement or breach of obligation or warranty by the Client or the acts or omissions of the Client (other than and to the extent that any losses arise directly from breach of this Client Agreement by Realtime Tutors or by Realtime Tutors’ negligence);
c. any and all claims, complaints or legal proceedings instigated by a Tutor against the Client.
16. LIMITATION OF LIABILITY
16.1 The Client agrees that subject to clause 17.2, Realtime Tutors shall in no circumstances be liable to them 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 the Client’s use of the Site or the Services.
Realtime Tutors liability to the Client whether in contract, tort or otherwise shall in no circumstances exceed the total Client Fees paid by the Client in the one (1) month preceding the date on which the liability arose.
16.2 Nothing in this Client Agreement 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.
16.3 For clarification, the Realtime Tutors’ 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, Realtime Tutors gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.
Assignment: The Client shall not, without the prior written consent of Realtime Tutors, assign, transfer, charge, sub-contract or deal in any other manner with all or any of their rights or obligations under the Terms of this Client Agreement. Realtime Tutors 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 the Terms of this Client Agreement.
Enforceability: If any one or more of the provisions of this Client Agreement 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 this Client Agreementto add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.
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.
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 the Terms within this Client Agreement are governed by Scottish Law and any disputes arising in relation to the Contract with Tutors, the Site or the Services are subject to the exclusive jurisdiction of the Scottish Courts.