SECTION A GENERAL TERMS & CONDITIONS
teachertastic supplies tailored online tutoring services to an individual student or small groups of students for revision sessions. As such some of the terms may very depending on who teachertastic is working with and who the end user is – as they may not be the same person.
Section A contains general clauses; additional clauses are specified according to the Services specified in the Proposal and are contained in Sections B-D.
1. Interpretation
1.1. In these Terms and Conditions the following definitions apply:
“teachertastic” means Teachertastic Limited or any of its subsidiaries or Partners providing Teachtastic related products and services;
“Partner” means an authorised partner of Teachertastic who provides tutoring services, bound by a Partner agreement;
“Customer” means the individual or group to whom the invoice is addressed;
“Proposal” means a outline of work offered by Teachertastic Ltd and agreed upon by the customer in writing (electronically or hardcopy); this Proposal may refer to supporting documentation providing detail and scope for the work;
“Purchase Price” means the price for the Service as detailed in the Proposal;
“Service” means the goods or services specified in the Proposal;
“Software” means the software that is used to provide the Service;
“Retained Contract” means the monthly or weekly tutoring service with charge specified in the Proposal for the ongoing provision of the service;
“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;
“Deliverable” means a set of goods or services that may be delivered at one time, for example: a lesson plan, a collection of printed items, learning resources, a tutoring session, or other electronic content;
“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in England;
1.2. In these Terms & Conditions (except where the context otherwise requires):
1.2.1. the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2. use of the singular includes the plural and vice versa;
1.2.3. use of any gender includes the other genders;
1.2.4. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5. any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:
a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
b) any former legislation which re-enacts, consolidates or enacts in rewritten form.
1.2.6. any phrase introduced by the terms “including”, “include”, “in particular”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Force Majeure
Teachertastic Ltd shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event, Teachertastic Ltd shall be entitled to delay or cancel delivery of the Service.
3. Law
This agreement shall be governed and construed in all respects in accordance with the Law of England and shall be subject to the exclusive jurisdiction of an English Court of Law.
4. Severability
4.1. If any term or provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this agreement shall not be affected thereby.
4.2. If any provision of this Agreement is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
5. Waiver
No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.
6. Assignment
The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of Teachertastic Ltd.
7. Notices
7.1. Any notice or other communication pursuant to this Agreement must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid first class post to the address of the relevant party as set out in this Agreement, by fax or subject to the provisions of clause 7.2 by email. All such notices or demands shall be deemed to have been received:
7.1.1. in the case of pre-paid first class post two Business Days after posting.
7.2. A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.
8. The Proposal
8.1. Teachertastic shall provide a Proposal to the Customer for each contract. The Proposal forms part of this agreement.
8.2. The Customer assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before agreeing to the Proposal.
8.3. The Customer shall respond agreeing to the Proposal by letter or email as described in clause 7. Upon receipt of this order acknowledgement, a contract shall be created between Teachertastic and the Customer for the supply of the Service.
8.4. By purchasing the Service, the Customer acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.
9. Cancellation
9.1. The contract may not be cancelled following order acceptance unless a trial or rejection period has been agreed upon in advance. At the sole discretion of Teachertastic, a contract may be cancelled either wholly or in part subject to timing, and only once agreement in writing has been notified to the Customer according to clause 7.
9.2. For retained work billed monthly and where no contract period has been explicitly stated on the Proposal, the contract may be terminated by the Customer giving 1 month’s notice in writing according to clause 7.
9.3. Unless otherwise stated in the Proposal or subject to clause 9.1 and clause 9.2, the contract may not be cancelled except by agreement in writing of both parties and upon payment to Teachertastic of such amount as may be necessary to meet the costs incurred to Teachertastic up to the date of cancellation and to indemnify Teachertastic against all loss resulting from the said cancellation.
9.4. The Customer shall have no right to seek any cancellation or repayment of costs on the basis of style or composition.
10. Confidentiality
10.1. During the period of this Agreement and for a period of 3 years after both parties undertake:
10.1.1. to keep the Confidential Information confidential;
10.1.2. not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and
10.1.3. not to use the Confidential Information so as to procure any commercial advantage over the other party.
10.2. The obligations contained in clause 10.1 above shall not apply to any Confidential Information which:
10.2.1. is already in the possession of the disclosing party other than as a result of a breach of this Agreement;
10.2.2. is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or
10.2.3. is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.
10.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents and sub-contractors.
10.4. The Customer agrees that the ideas, materials and other documents relating to the Service are confidential and all proprietary rights belong to Teachertastic and shall not be used or disclosed except as permitted by this agreement.
10.5. This clause 10 shall survive the termination of this Agreement for whatever reason.
11. Intellectual Property Rights
11.1. All learning resources remain the intellectual property of Teachertastic and are not to be duplicated, shared or posted online.
11.2. Third-party materials, such as imagery, used in the deliverables may be subject to usage liabilities such as royalties and license fees. In most instances, any images supplied in tutoring sessions will be for example/placeholder purposes only to communicate an idea. The customer should source images themselves should they wish to recreate the learning material.
Teachertastic accepts no responsibility for any legal action that results from the customer reusing those images.
11.3. Unless otherwise stated in the Proposal, Teachertastic reserves the continuing right to use any deliverables it produces for the promotion of its services.
12. Liability
12.1. The following provisions set out the entire financial liability of Teachertastic (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:
12.1.1. any breach of this Agreement; and
12.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
12.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3. Nothing in these conditions excludes or limits the liability of Teachertastic for death or personal injury caused by negligence or for fraudulent misrepresentation.
12.4. Subject to clauses 12.2 and 12.3:
12.4.1. Teachertastic shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of qualification, loss of future education or employment opportunities, loss of data, depletion of goodwill or other such losses), suffered by the Customer which arises out of or in connection with the supply of the Service or their use by the Customer.
12.4.2. The Customer assumes all risks as to the suitability, quality, and performance of the Service.
12.4.3. Teachertastic’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to Teachertastic for the Service.
12.4.4. Teachertastic shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.
12.4.5. It is the responsibility of the Customer to ensure that the deliverables comply with all laws, regulations and codes in all countries where the deliverables are used. The Customer agrees to indemnify Teachertastic against any costs arising from the use or misuse of the deliverables.
12.5. No verbal or written information or advice given by Teachertastic or its dealers, distributors, employees or agents shall in any way extend, modify or add to these conditions.
13. Payment Terms and Pricing
13.1. Where a deposit or payment is required, Teachertastic is not obliged to carry out any work before the monies are received. In the event that any preliminary work is carried out prior to receipt of the monies and the order is then cancelled Teachertastic will invoice the Customer for this work.
13.2. The Purchase Price is exclusive of VAT. Teachertastic is not yet VAT registered so no VAT is currently required. When this changes customers will be notified in writing. At which point the Customer shall pay the VAT to Teachertastic as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.
13.3. The Purchase Price, once accepted by both parties as signified by the receipt of an agreement to the Proposal, is applicable for 12 months from the date of confirmation. Teachertastic reserves the right to increase the price of any work outstanding after that period.
13.4. Prior to each payment due date, Teachertastic shall issue an invoice to the Customer. Unless otherwise stated in the Proposal, each invoice is payable within 7 calendar days.
13.5. If the Customer fails to make payment on a due date then without prejudice to any other right or remedy available to Teachertastic, the company shall be entitled to suspend or terminate the Service.
13.5.1. Should a payment be late by 30 or more days, Teachertastic may suspend the Service.
13.5.2. Should a payment be late by 60 or more days, Teachertastic may terminate the Service.
13.6. In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer, from the due date to the actual date of payment, after as well as before any judgment, at the rate of 2% over the base lending rate for the time being of National Westminster Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly.
13.7. In the event that any payments due under these terms and conditions become overdue, Teachertastic reserves the right to add a fee of £20 to cover the costs of administration of the debt.
13.8. All payments shall be paid in full without set off, deduction or counterclaim whatsoever.
13.9. Where any invoice includes an agreed reduction, should the payment not be made by such means, Teachertastic reserves the right to recharge the reduction.
13.10. Teachertastic reserves the right to vary the Purchase Price according to further requirements made by the Customer subsequent to order acknowledgement. Any such variation shall be advised by Teachertastic in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
13.11. Proposals for tutoring will include an allowance for one set of amendments/changes included in the Purchase Price. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by Teachertastic in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
13.12. The charge for carriage of goods is at additional cost to the Customer, unless otherwise stated in the Proposal.
13.13. Teachertastic reserve the right to charge expenses when fulfilling the work. Any mileage shall be charged at the rate of £0.45p per mile. No expenses shall be incurred without the Customer’s express written agreement.
14. Changes to Terms and Conditions
14.1. Teachertastic reserves the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on our website.
14.2. When changes are made to the Terms and Conditions a notice shall be placed on our website and our Customers notified by email. The Customer shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice.
14.3. The most current version of the Terms and Conditions shall supersede all previous versions.
15. Entire Agreement
15.1. This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties.
15.2. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
Should you have any questions concerning these Terms and Conditions, contact The Blog Factory before submitting a signed agreement to any Proposal.
SECTION B CONTENT OWNERSHIP
Teachertastic is an online tutoring service providing tutoring and revisions services to its Customers.
In addition to the terms above, Section B will also apply specifically with regard to the provision of tutoring sessions the learning resources as a service. In all instances tutoring is a summary term for the various types of services Teachertastic can produce.
16. Ownership of Content
16.1. Teachertastic retains the rights to all its online tutoring sessions including content and source materials.
16.2. Teachertastic does not infer ownership of any third-party reference materials or images used as teaching aides or for illustrative purposes.
16.3. Teachertastic does not infer ownership of any notes or materials created by the Customer during tutoring sessions.
The only caveat being when payment hasn’t been made for services rendered as outlined above.
17. Content Liability
Teachertastic has strict internal processes to ensure tutoring sessions are in line with the course material and therefore, factually accurate and in no way defamatory or libellous. As such;
17.1 Teachertastic accepts no liability for any action taken by a third party against the Customer resulting from learning material produced on their behalf.
17.2 The Customer accepts full liability for any learning materials produced by Teachertastic that are posted, uploaded, or otherwise distributed by the Customer without the written approval of Teachertastic, and any loss of earnings that may result.
Teachertastic 