TERMS AND CONDITIONS

(Relating to the use of the First Tutors: USA Website)

We are Edunation Ltd, a company incorporated in England and Wales under registration number 06071367. Our registered office is Summerdale Head Dyke Lane, Pilling, Preston, Lancashire, United Kingdom, PR3 6SJ but our principal place of business is Bay Business Centre, 2 Norton Road, Heysham, Morecambe, Lancashire, United Kingdom, LA3 1HA. Our VAT number is 979 0593 63.

This document (Terms) sets out the terms and conditions on which we provide our First Tutors: USA website (Website) and the services available through the Website (Services) to you as a user of the Website or the Services (User, you or your). By using the Website or our Services or registering with us, you are confirming that you agree to these Terms so please take the time to read and understand them.

If you use the Website or the Services to offer your services as a tutor, references in these Terms to Tutor apply to you (in particular paragraph 3 below). If you use the Website or the Services to help you to find a Tutor, references in these Terms to Student apply to you (in particular paragraph 4 below). Some provisions in these Terms are expressly stated to apply only to Tutors. All other provisions in these Terms apply to all Users (in particular, since Student-level access is available to all Tutors, the provisions of paragraph 4 below apply to Tutors as well as Students).

You should be aware that these Terms may change from time to time in accordance with Clause 9.4 below.

IMPORTANT: You must ensure that the e-mail address and other contact details (such as postal address, postcode and telephone number) we hold for you are kept up-to-date. We may need to contact you for important messages. If you change your contact details you must inform us of the new details through your account settings.

• 1 Interpretation

• 1.1 In these Terms, Tuition Arrangement means an arrangement for a Tutor to perform services for a Student as agreed between the Tutor and the Student.
• 1.2 In these Terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
• 1.3 All and any business undertaken between you and us is subject to these Terms. In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed between you and us in writing. No variation of these Terms shall be valid if made without our written consent.
• 1.4 These Terms supersede all previous terms of business.
• 1.5 In these Terms, any phrase that includes the words other, including, for example, such as or in particular (or any similar expressions) shall be deemed to include the phrase "without limitation".

• 2 Our Services

• 2.1 The Website and our Services are provided to help individuals and families access private tuition, and to help private tutors to offer their services to such individuals and families. The Website and our Services are not provided to education-related companies, agencies, schools and other organisations (together, Organisations). By registering, you are confirming that you are not an Organisation and that you will not use the Website or our Services to seek or provide education-related services on behalf of any Organisation. We do, however, welcome enquiries from Organisations wishing to work with us and any such enquiries should be directed to us using our contact details as set out on the Website.
• 2.2 Our Services include the following (for full details of each Service, please see the Website):
• (a) Our standard service whereby Tutors may register their details with us and Students may browse registered Tutors and request (and, where the Tutor accepts, obtain) a Tutor's contact information for the purpose of setting up a Tuition Arrangement (Standard Service).
• (b) A streamlined version of our Standard Service whereby Students can purchase access to a Tutor's contact details at the outset, without the need to wait for the Tutor's acceptance (Quick-Buy Service).
• (c) A subscription service for Tutors whereby they can access information about the tutoring market in their area (Market Information Service).
• 2.3 Our Standard Service and our Quick-Buy Service are services for the provision of Tutors's contact details. The relevant Service is fulfilled once those contact details have been provided.

• 3 Provisions that specifically apply to Tutors

•   If you are a Tutor, the following provisions in this paragraph 3 apply to you. If you are not a Tutor, those provisions do not apply to you.
• 3.1 You promise to us that you are at least eighteen years of age and can (and will on request) provide any references, CRB checks or proof of qualifications as claimed in your profile.
• 3.2 You shall accept full responsibility for the prices quoted for your services on the Website and for collection of all fees due to you from any Student.
• 3.3 In responding to feedback from Students posted on the Website, you shall not be personally abusive about a Student or anyone else.
• 3.4 You acknowledge that Students are entitled to submit feedback in relation to you, your profile and your tuition services. Students can submit scores out of five and written comments. You cannot control whether or not scores submitted by Students will be published. You are, however, entitled to determine whether or not comments in relation to you should be publicly viewable. When a Student submits a comment via the Website, you will be sent a message showing the score and the comment. You must then approve or decline the comment within three weeks. If you decline it will not be made publicly viewable. If you do not take any action within such three weeks, where the score is three out of five or above, the comment will be published in full or, where the score is two out of five or less, the comment will not be published.
• 3.5 You acknowledge that we retain the right to remove or edit feedback where we see appropriate in occasional cases. We do not intervene with Tutor/Student disputes in relation to feedback left on your profile but you have the option to reply to the feedback and also to contact us regarding any query you may have.
• 3.6 You shall secure payment from your Students for services provided pursuant to a Tuition Arrangement directly and shall not seek to recover any payment in relation to your tuition services from us.
• 3.7 You acknowledge that you are not an employee of ours or any of our affiliated companies and you accept full responsibility for all Income Tax, National Insurance and other taxation or employment-related responsibilities arising in connection with your involvement in any Tuition Arrangement.
• 3.8 You acknowledge that your details may be provided to a Student via our Standard Service or our Quick-Buy Service, but that Students are under no commitment to undertake any Tuition Arrangement simply by virtue of them having obtained your details from us via those Services. If you only wish your contact details to be available via the Standard Service (i.e. in cases where you have accepted a request), you can switch off your availability for Quick-Buy Service customers through your account settings.
• 3.9 You acknowledge that your Tutor profile and some details entered by you on the Website will be publicly visible and may appear in search engine results. If you do not want such information to appear in search engine results you should deselect the option in your account settings in which case we will use reasonable endeavours to try to avoid such information appearing in search engine results but in any case we are not responsible for search engine results provided by third parties.
• 3.10 If you subscribe to our Market Information Service, the following provisions apply:
• (a) Tutors can subscribe online by clicking the subscribe button in their member's area. Tutors will be charged for the Market Information Service via online payment, with a subscription payment for the chosen subscription period to be charged in advance from the date at which the subscription commences. The amount of the payment and the length of the subscription period will be clarified during the subscription process. If you wish to continue to receive the Market Information Service at the end of the subscription period, you will have to subscribe for additional subscription period(s).
• (b) When you subscribe for the Market Information Service, a binding contract is formed between you and us on these Terms. The Services we provide under that contract include the making available of market information, in exchange for your payment to us of the subscription payments. That information is made available to you immediately after you subscribe for the Market Information Service and you acknowledge that, from that point, if you choose to cancel your subscription to the Market Information Service, you will not be entitled to a refund for the subscription payment you have paid in advance for the period following your cancellation, except in the circumstances described in paragraph 9.4.
• (c) You agree not to publish or disclose to others the market information that we make available to you via the Market Information Service, except in confidence to your professional advisors or as may be required by law or by the decision of a court or other body with authority.
• (d) You agree not to share your login details for the Market Information Service with others, or otherwise to enable others to access the Service via your account. If multiple people within your organisation would like to have access to the Market Information Service, you should arrange for a separate subscription for each of those people.
• (e) Due to relevant technical constraints, your use of certain features of the Market Information Service may be subject to fair use restrictions. When using the search and graph functions of the Market Information Service, for best results, you should try to limit your requested search and graph parameters to the information you really need. If you try to use those functions to access a very broad set of information over a large geographical area, the information may not be made available due to fair use restrictions.
• (f) If your access to the Standard Service is terminated, some of the features of the Market Information Service may not be fully available to you or may not function in the same way as they would whilst your access to the Standard Service continued. For example, searches and graphics for information about your pricing relevant to the pricing of other Tutors may not be fully available because, when your access to the Standard Service is terminated, your pricing information would no longer be listed.
• (g) If we terminate your access to the Market Information Service due to your breach of these Terms, you shall not be entitled to a refund for any subscription fees paid by you in advance for the period following such termination.

• 4 Provisions that specifically apply to Students

•   If you are a Student or if, as a Tutor, you enjoy Student-level access, the following provisions in this paragraph 4 apply to you.
• 4.1 Each time you opt to purchase a Tutor's contact details (whether through the Standard service or through the Quick-Buy Service), a binding contract is formed between you and us on these Terms. The Services we provide under that contract include the gathering of information about the Tutor in accordance with paragraph 4.2 and the provision of the Tutor's contact details, in exchange for your payment to us. We begin providing our Services immediately after you opt to purchase and you acknowledge that, from that point, you shall not be able to cancel your purchase and request a refund, except in the circumstances described in paragraph 4.4.
• 4.2 Before we provide a Tutor's contact details to you, we will have collected certain basic information submitted by the Tutor in relation to their identity, experience, training, authorisations and/or qualifications (Credentials). Whilst we may request that Tutors make available full details of their Credentials, due to the number of Tutors using our Services, it is not reasonably practicable for us to check each Tutor's Credentials on your behalf, and we cannot do so. For this reason, we cannot guarantee that the information submitted by the Tutor is accurate and we shall not be responsible for any failure of the Tutor to provide to you satisfactory evidence to support the statements on the Tutor's profile as to the Tutor's Credentials. You should always check carefully all relevant information and documents in relation to a Tutor before you choose to enter into a Tuition Arrangement with the Tutor and you should verify the Tutor's Credentials (e.g. by checking identification) yourself before entering into any Tuition Arrangement.
• 4.3 Before we supply a Tutor's contact details to you, you may be required to submit and confirm information in relation to yourself, your tuition requirements and the terms on which you would be prepared to engage a Tutor to provide tuition services. You agree to supply such information and consent to it being shared with potential Tutors.
• 4.4 In the extremely unlikely event that none of the contact details we provide to you in relation to a Tutor were accurate and up to date at the time we provided them to you, you shall be entitled to a refund of the fees paid by you to access that Tutor's contact details. If you think you are entitled to a refund, please contact us with full details of the reason for the refund request. You will first need to alert us to this by giving Feedback via our feedback process to the Tutor so that your claim can be verified. You must submit your refund claim within a reasonable period of time following purchase.
• 4.5 Where you have used the Standard Service to purchase a Tutor's contact details, in the event that the Tutor is not then available in the manner that was suggested by the Tutor via the Website and the Service when you purchased the Tutor's contact details, you should contact us to inform us and should submit feedback on the Tutor explaining the problem. Provided that you have done so, and without prejudice to paragraph 8.7, we shall then, at no additional cost to you, use our reasonable efforts to try to help you to source an alternative Tutor to provide equivalent tuition services.
• 4.6 You hereby confirm that you are not less than eighteen years of age. Any person seeking to use the Website or our Services who is less than eighteen years of age must arrange for a parent or guardian to register with us on their behalf and that parent or guardian shall be the Student for the purposes of these Terms.

• 5 User Content

• 5.1 When you communicate with other Users via the Website or otherwise use the functions of the Website, you may submit to us various material, such as the text of any comments and messages submitted by you via the Website and, for Tutors, the material and information in your profile (User Content).
• 5.2 By submitting User Content, you:
• (a) grant us, for the purpose of us providing the Website and our Services, a nonexclusive, worldwide, royalty-free, perpetual licence (with rights to sublicense on identical terms and in multiple tiers) to use, adapt, perform, display, reproduce, communicate to the public and distribute the User Content through any media now or in future known, which includes the right to display the User Content on and in connection with the Website;
• (b) grant to us and our assignees and licensees all consents which are or may be required (including under Part II of the Copyright, Designs and Patents Act 1988 and any statutory modifications or re-enactment thereof) for the use of the User Content, throughout the universe, in perpetuity, by any and all means and in any and all media now or hereafter known or devised;
• (c) waive in perpetuity in respect of the User Content the benefits of any provision of law known as moral rights or any similar law in any country (moral rights are certain rights that the owner of a copyright work has in relation to how that work is used);
• (d) promise to us that you own the User Content and have the right to grant the licence set out at paragraph 5.2(a) and that the User Content does not infringe the rights of any third party; and
• (e) promise that any User Content submitted by you does not cause you to breach these Terms including any of your promises as set out in these Terms, in particular the promise made by you at paragraph 6.1.
• 5.3 You promise to us that you accept responsibility, and will compensate us, for any loss or damage caused by any failure by you to fulfil your promises as set out at paragraph 5.2.
• 5.4 When we receive User Content from you, we may check whether it complies with these Terms. We may reject your User Content for any of the following reasons:
• (a) if it causes you to breach these Terms including any of your promises as set out in these Terms;
• (b) for any other reason in our reasonable discretion.

• 6 Your use of the Website and our Services

• 6.1 You promise that:
• (a) your e-mail address and other contact information provided to us are accurate and that you will update us with any changes to your contact information
• (b) you are fully entitled to use any credit, debit or charge card the details of which you submit to us and that such card has available funds sufficient to cover the charges which are to be deducted from it; and
• (c) in using the Website and our Services (including submitting User Content), you will not:
• (i) do anything that may lead to the encouragement, procurement or carrying out of any criminal activity
• (ii) do anything that may cause you or us to breach any applicable laws;
• (iii) e-mail, transmit or otherwise disseminate any material which is defamatory, obscene, vulgar or indecent or may have the effect of being harassing, threatening, abusive or hateful or that otherwise discriminates against, degrades or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability, or which breaches the rights of others (including copyright and other intellectual property rights);
• (iv) distribute unsolicited communications including 'spam' e-mail;
• (v) transfer files that contain viruses, trojans or other harmful programs or use the Website in any way that may damage or disrupt another's computer;
• (vi) access or attempt to access the accounts of other Users, penetrate or attempt to penetrate the Website security measures or use the Website or our Services as a means to collect or store personal data about others;
• (vii) include identifying information (such as telephone numbers, e-mail addresses, message service identifiers, voIP identifiers, postal addresses, website addresses or name, company name, tuition agency or organisation or any other contact information through which you can be contacted) on the Website or in any messages sent to other Users through the Website or otherwise in any of your User Content; nor
• (viii) use the Website and/or our Services other than in good faith for your own purposes as an individual Tutor or Student. For the avoidance of doubt, use of the Website and/or the Services by organisations such as employment agencies is not permitted.
• 6.2 We reserve the right at any time to suspend, restrict or terminate your account or your access to the Website and/or our Services and/or to remove any User Content submitted by you or others without notice at our discretion if we have reasonable grounds to believe you or a relevant third party has broken the promise made by you at paragraph 6.1 or otherwise at our discretion where we have reasonable grounds for doing so.

• 7 Rights in the Website and its contents

• 7.1 Your use of the Website and its contents grants no rights to you in relation to:
• (a) intellectual property rights (including copyrights, trade marks, design rights or patents in relation to logos, graphics, photographs, images, sound recordings, compositions, animations, videos and text) (IP Rights) in the Website and its contents and in relation to our Services, whether owned by us or by third parties; or
• (b) IP Rights in any User Content submitted to the Website by other Users.
• 7.2 You may not copy, reproduce, republish, download, post, broadcast, record, transmit, commercially exploit, edit, communicate to the public or distribute in any way the services, web pages or materials on the Website or the computer codes of elements comprising the Website other than for your own personal use. Subject to the above, you may download insubstantial excerpts of this content to your hard drive for the purpose of viewing it provided that no more than one copy of any information is made.
• 7.3 Any use other than that permitted under this paragraph 7 may only be undertaken with our prior express authorisation and/or the prior express authorisation of the holder of the relevant IP Rights. If you copy, reproduce, republish, download, upload, post, broadcast, record, transmit, commercially exploit, edit, communicate to the public or distribute in any way any content belonging to others without their permission, you will breach these Terms and may be infringing the rights of others, which may be a breach of applicable laws.

• 8 The Limit Of Our Legal Obligations

• 8.1 As a consumer, you have certain statutory rights in relation to the services provided by us, including the right to receive a reasonable standard of service. Nothing in this paragraph 8 shall restrict those statutory rights. For further information about your statutory rights please contact your local Trading Standards Department or Citizens' Advice Bureau.
• 8.2 We accept liability for death or personal injury caused by our negligence or that of our employees and agents. We do not seek to exclude liability for fraud by us or our employees or agents.
• 8.3 All the following provisions of this paragraph 8 shall be subject to paragraphs 8.1 and 8.2.
• 8.4 If we breach these Terms we shall only be liable for losses which are a reasonably foreseeable consequence of such a breach. Losses are foreseeable where they could be contemplated by you and us at the time of entering into an agreement on these Terms.
• 8.5 You agree and acknowledge that we shall not be responsible or liable for:
• (a) indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by you and us at the time of entering into the agreement on these Terms, including loss of profits and loss of opportunity; or
• (b) failure to provide the Website or our Services or to meet any of our obligations under these Terms where such failure is due to any cause or event beyond our reasonable control.
• 8.6 We do not accept any liability for damage to your computer system or loss of data that results from your use of the Website and we cannot guarantee that the Website or any files that you download are free from viruses, contamination or destructive features.
• 8.7 We are responsible for the provision of the Website and our Services but each Tuition Arrangement is an agreement between the relevant Tutor and the relevant Student and we are not a party to that agreement and we are not responsible for the actions of Users or other third parties. For these reasons, you agree and acknowledge that:
• (a) we have no responsibility or liability in relation to any aspect of any Tuition Arrangement;
• (b) without prejudice to our obligation to carry out checks on Tutors under paragraph 4.2, we do not make any promise or representation to you as to the suitability of any Tutor;
• (c) we have no responsibility for examination entry which is the sole responsibility of the Student or the relevant student;
• (d) we have no responsibility for any grade received by a Student or the relevant student and any consequence that examination grades may entail;
• (e) even though all Users are prohibited from doing so, some Users may provide information or otherwise behave, via the Website, in a way that is unreliable, misleading or even illegal and some Users may not necessarily be who they say they are. Accordingly, to the extent that the law permits, you agree and acknowledge that your use of the Website and our Services is entirely at your own risk and you release us, our directors, contractors and employees from all liability (including in relation to disputes with other Users) where such liability relates to or arises out of the behaviour of (or the User Content or other material provided by) other Users and other third parties.
• 8.8 Whilst we use all reasonable endeavours to correct any errors or omissions as soon as practicable once they have been brought to our attention, we do not promise that the information and other material on the Website itself will be free from errors or omissions.
• 8.9 Although we reserve the right to monitor the use of the Website and the User Content if we choose, we may not always do so and we do not control, and are not responsible for, the User Content submitted by you or other Users of the Website and, as such, we do not guarantee the accuracy, integrity or quality of such User Content. Furthermore, we recommend that you run anti-virus programs on any information, content and/or User Content obtained via the Website. We will, however, seek to react quickly to any complaints regarding the Website, any User Content or other content on the Website or the conduct of other Users and we treat such complaints very seriously. If you wish to make a complaint please contact us.
• 8.10 All content and services on the Website are provided on an 'as is' and 'as available' basis. We do not make any promise or representation in respect of the Website or its content, including any assessment of User Content, any advice given (on a personal or general basis) and any statements made by Users, advertisers or other third parties on or via the Website. Any decisions or actions taken by you on the basis of information provided on or via the Website are at your sole discretion and risk and you should obtain individual professional advice where necessary.
• 8.11 You promise to compensate us for all (if any) claims, liabilities, costs and expenses (actual or consequential) that we may suffer, which arise out of or in connection with your use of the Website and/or the Services, in particular in relation to:
• (a) your breach of any provision of these Terms;
• (b) your involvement in any Tuition Arrangement (including your breach of any Tuition Arrangement); and
• (c) your violation of any law or the rights of a third party.
• 8.12 We may provide links from the Website to other websites from time to time (via advertising or otherwise). These links are provided for your ease of reference and convenience only. We do not control such third party websites and are not responsible for their contents. Our inclusion of links to such third party websites does not imply any endorsement of the material contained in such third party websites nor any association with their operators. You acknowledge that we will not be party to any transaction or contract with a third party that you may enter into. You agree that we shall not be liable to you in respect of, and that you will not invoice us in any dispute between you and a third party in relation to, any loss or damage which you may suffer by using third party websites.
• 8.13 Our liability to you arising out of or in connection with any agreement between you and us on these Terms shall be limited to £250 (250 GBP).

• 9 Miscellaneous

• 9.1 You acknowledge that the data supplied on the Website concerning distances between postcodes (in particular information about Tutors/Students near you) is calculated "as the crow flies" (unless stated otherwise) and that we make no promise concerning the accuracy of that information.
• 9.2 We are registered as a data controller for the purposes of the Data Protection Act 1998. Our registration number on the register of data controllers maintained by the Information Commissioner is Z1938712. You must read our Privacy Policy which contains important information about the use of your personal data and other information regarding your privacy and our security processes and policies. By accepting these Terms you are consenting to the use of your personal data as detailed in that policy.
• 9.3 You acknowledge that we may withdraw your access to the Website or any of our Services for any period and if necessary permanently, at our sole discretion without liability to you, provided that we shall still fulfil any obligations to provide you with contact details purchased by you and to provide any Services that you have paid for (or alternatively we shall refund you for such payments).
• 9.4 We are constantly looking for new ways to improve the Website and our Services. We therefore reserve the right to amend these Terms at any time by giving you notice. We may also change these Terms for legal, regulatory or security reasons by giving you notice. Notice will be given by means of a notice on the Website and a link to the current version of these Terms will at all times be available on the Website. For particularly important changes to these Terms, we may in addition e-mail you to bring such changes to your attention. If we change these Terms and that change is to your detriment, you may terminate any agreement with us for us to provide Services to you by giving us notice, in which case we shall refund any sums paid by you in relation to those Services to be performed after the date of change of these Terms.
• 9.5 As part of the registration process, you will receive a verification e-mail, the purpose of which is to take reasonable steps to ensure that the e-mail address you have nominated during registration is controlled by you. That e-mail contains simple instructions which you must follow.
• 9.6 We reserve the right to withdraw or modify aspects of the Website or our Services, or the entirety of them, where we have legal or commercial reasons to do so. There may also be times when the Website or the Services become inaccessible as a result of technical difficulties. We will, however, use reasonable skill and care to overcome these difficulties where they are within our reasonable control.
• 9.7 Where we reserve a right in these Terms, it does not mean we will be obliged to exercise it.
• 9.8 You acknowledge that we are entitled to alter the amount or the basis of the calculation of our fees from time to time, provided that such amount or basis is clearly stated at the time when you are making the relevant purchase, prior to any fees being taken.
• 9.9 Together, these Terms and our privacy policy contain the whole of the agreement between us and you concerning the Website and our Services and replace all earlier agreements and understandings with you, provided that nothing in these Terms will limit liability for fraud. A person who is not a party to an agreement based on these Terms has no right to rely upon or enforce any provision of that agreement.
• 9.10 In the event that any provision of these Terms is held to be invalid or unenforceable, the remainder of these Terms shall remain valid and enforceable.
• 9.11 These Terms and any claim or dispute (whether contractual or non-contractual) in relation to these Terms shall be governed by and interpreted in accordance with relevant United Kingdom law. If you wish to take court proceedings against us you must do so within the United Kingdom.