Terms of Service

Last updated: September, 2020

Terms and Conditions

BY USING OUR SITE YOU ACCEPT THESE TERMS AND CONDITIONS

Please read these Terms and Conditions carefully and ensure that you understand them before using Our Site. These Terms and Conditions, together with any other documents referred to herein, set out the terms of use governing your use of this website, www.tutorkoala.com (“Our Site”). You may wish to print a copy of these Terms and Conditions for your future reference.

These Terms and Conditions were last updated in September 2020.

Your agreement to comply with these Terms and Conditions is indicated by your use of Our Site. If you do not agree to these Terms and Conditions, you must stop using Our Site immediately.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Content” means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site; and
“We/Us/Our” means Tutor Koala, a company registered in Australia (ABN 86 768 265 615)

2. INFORMATION ABOUT US

2.1 Our Site is operated by Tutor Koala
Tutor Koala, a company registered in Australia (ABN 86 768 265 615)

3. HOW TO CONTACT US

To contact Us, please email Us at hello@tutorkoala.com

4. ACCESS TO OUR SITE

4.1 Access to Our Site only is free of charge.
4.2 It is your responsibility to make the arrangements necessary in order to access Our Site.
4.3 Access to Our Site is provided on an “as is” and on an “as available” basis.

We may suspend or discontinue Our Site (or any part of it) at any time. We do not guarantee that Our Site will always be available or that access to it will be uninterrupted. If We suspend or discontinue Our Site (or any part of it), We will try to give you reasonable notice of the suspension or discontinuation.

5. CHANGES TO OUR SITE

We may alter and update Our Site (or any part of it) at any time.

6. CHANGES TO THESE TERMS AND CONDITIONS

6.1 We may alter these Terms and Conditions at any time.

As explained above, your use of Our Site constitutes your acceptance of these Terms and Conditions. Consequently, any changes made to these Terms and Conditions will apply to your use of Our Site the first time you use it after the changes have been implemented. You are therefore advised to check this page every time you use Our Site.

6.2 If any part of the current version of these Terms and Conditions conflicts with any previous version(s), the current version shall prevail unless We explicitly state otherwise.

7. INTERNATIONAL USERS

Our Site is intended for users in Australia only. We do not warrant or represent that Our Site or its Content are available in other locations or are suitable for use in other locations.

8. HOW YOU MAY USE OUR SITE AND CONTENT (INTELLECTUAL PROPERTY RIGHTS)

8.1 All Content included on Our Site and the copyright and other intellectual property rights in that Content belongs to or has been licensed by Us, unless specifically labelled otherwise.

All Content is protected by applicable Australia and international intellectual property laws and treaties.

8.2 You may access, view, and use Our Site in a web browser (including any web browsing capability built into other types of software or app) and you may download Our Site (or any part of it) for caching (this usually occurs automatically).

8.3 You may print one copy and download extracts of any page(s) from Our Site for personal use only.

8.4 You may not modify the printed copies or downloaded extracts in any way.

Images, video, audio, or any other Content downloaded from Our Site must not be used separately from accompanying text.

8.5 Our status as the owner and author of the Content on Our Site (or that of identified licensors, as applicable) must always be acknowledged.

8.6 You may not use any Content from Our Site for commercial purposes without first obtaining a licence from Us (or our licensors, as applicable).

This does not prevent the normal access, viewing, and use of Our Site for general information purposes by business users or consumers.

8.7 Nothing in these Terms and Conditions limits or excludes the provisions of Chapter III of the Copyright, Designs and Patents Act 1988, ‘Acts Permitted in Relation to Copyright Works’, which provides exceptions allowing certain uses of copyright material including (but not limited to) non-commercial research and private study; text and data mining for non-commercial research; criticism, review, and reporting current events; teaching; accessibility; time-shifting; and parody, caricature, and pastiche.

9. LINKS TO OUR SITE

9.1 You may only link to the homepage of Our Site, www.tutorkoala.com.

Linking to other pages on Our Site requires our express written permission.

9.2 Links to Our Site must be fair and lawful.
You must not take unfair advantage of Our reputation or attempt to damage Our reputation.
9.3 You must not link to Our Site in a manner that suggests any association with Us (where there is none) or any endorsement or approval from Us (where there is none).
9.4 Your link should not use any logos or trade marks displayed on Our Site without Our express written permission.
9.5 You must not frame or embed Our Site on another website without Our express written permission.
9.6 You may not link to Our Site from another website the main content of which is unlawful; obscene; offensive; inappropriate; dishonest; defamatory; threatening; racist, sexist, or otherwise discriminatory; that promotes violence, racial hatred, or terrorism; that infringes intellectual property rights; or that We deem to be otherwise objectionable.

10. LINKS TO OTHER SITES

10.1 Links to other websites may be included on Our Site.

Unless expressly stated, these sites are not under Our control. We accept no responsibility or liability for the content of third-party websites.

10.2 The inclusion of a link to another website on Our Site is for information purposes only and does not imply any endorsement of that website or of its owners, operators, or any other parties involved with it.

11. DISCLAIMERS

11.1 Nothing on Our Site constitutes professional advice on which you should rely.

11.2 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up to date, but We make no warranties, representations, or guarantees (express or implied) that this will always be the case.
11.3 If you are a business user, We exclude all implied representations, warranties, conditions, and other terms that may apply to Our Site and Content.

12. OUR LIABILITY

12.1 Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be lawfully excluded or restricted.

12.2 If you are a business user (i.e. you are using Our Site in the course of business or for commercial purposes), to the fullest extent permissible by law, We accept no liability for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content included on Our Site.
12.3 If you are a business user, We accept no liability for loss of profit, sales, business, or revenue; loss of business opportunity, goodwill, or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
12.4 If you are a consumer, you agree that you will not use Our Site for any commercial or business purposes and that We shall have no liability to you for any business losses as set out above.

13. VIRUSES, MALWARE, AND SECURITY

13.1 We exercise reasonable skill and care to ensure that Our Site is secure and free from viruses and malware; however, We do not guarantee that this is the case.
13.2 You are responsible for protecting your hardware, software, data, and other material from viruses, malware, and other internet security risks.
13.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
13.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
13.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
13.6 By breaching the provisions of Parts 13.3 to 13.5, you may be committing a criminal offence

Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.

14. ACCEPTABLE USAGE OF OUR SITE

14.1 You may only use Our Site in a lawful manner:
a)You must ensure that you comply fully with any and all local, national, or international laws and regulations that apply;
b)You must not use Our site in any way, or for any purpose, that is unlawful or fraudulent; and
c)You must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware or any other code designed to adversely affect computer hardware, software, or data of any kind.
14.2 If you fail to comply with the provisions of this Part 14, you will be in breach of these Terms and Conditions.

We may take one or more of the following actions in response:
a)Suspend or terminate your right to use Our Site;
b)Issue you with a written warning;
c)Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
d)Take further legal action against you, as appropriate;
e)Disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
f)Any other actions which We deem reasonably appropriate (and lawful).

14.3 We hereby exclude any and all liability arising out of any actions that We may take (including, but not limited to those set out above in Part 14.2) in response to your breach.

15. HOW WE USE YOUR PERSONAL INFORMATION

We will only use your personal information as set out in Our Privacy and Cookie Policies, available from https://www.tutorkoala.com/privacy/

16. COMMUNICATIONS FROM US

16.1 If We have your contact details, We may send you important notices by email from time to time.

Such notices may relate to matters including, but not limited to, changes to Our Site or to these Terms and Conditions.

16.2 We will not send you marketing emails without your express consent.

If you do consent to marketing, you may opt out at any time. All marketing emails from Us include an unsubscribe link. If you opt out of emails from Us, it may take up to 30 days for your request to take effect and you may continue to receive emails during that time.

16.3 For questions or complaints about communications from Us, please contact Us using the details above in Part 3.

17. LAW AND JURISDICTION

17.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, Australian law.
17.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Part 17.1 takes away from or reduces your legal rights as a consumer.
17.3 If you are a consumer, any dispute, controversy, proceedings, or claim between you and Us relating to these Terms and Conditions or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of Australia as determined by your residency.
17.4 If you are a business user, any dispute, controversy, proceedings, or claim between you and Us relating to these Terms and Conditions or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of Australia.

We keep our statement under regular review. These Terms and Conditions were last updated in 21st September 2020.

Client Terms

These terms and conditions, herein referred to as the “Client Terms” set out the terms and conditions under which Tutor Koala, a company registered in Australia (ABN 86 768 265 615), herein referred to as “TK” or “We” grant to You, a licence to use TK’s virtual online platform at www.tutorkoala.com (the “Site”) which is dedicated to facilitating the sourcing of Tutors by enabling registered Clients to access publicly available profiles of various Tutors offering Tutoring Services in various subjects (the “Agreement”).

Tutorkoala.com and tutorkoala.community are the trading names of My Tutor Koala Limited.

In providing the Site and the TK Services, TK does not provide the Tutoring Services. To use the Tutoring Services, the Client enters in to a legally binding Contract with the Tutor.

The terms of the Tutoring Agreement are set out in Schedule 1. If You make a booking for any Tutoring Services using the Site You are agreeing to the terms of the Tutoring Agreement at Schedule 1. In these Client Terms, references to “You” and “Your” are references to the Client registered on the Site who may benefit from the Tutoring Services offered by Tutors by way of using the TK Services provided by TK. When You use the Site and the TK Services (together, the “Services”), You agree that these Client Terms apply to that use in addition to any other terms and conditions which may apply including the Privacy Policy, the Cookie Policy and the Terms of Service (where applicable) which are incorporated by this reference. You also agree that the Tutoring Terms apply to the Tutoring Services from the Tutor.

1. YOUR AGREEMENT WITH TUTOR KOALA

These Client Terms govern the activities of Clients in relation to Your use of the Services. By using the Services, You accept these Client Terms and the Tutoring Terms in full. TK and/or the Tutor reserves the right to change the terms relating to these Client Terms and/or Tutoring Terms (or any part) at any time, effective immediately upon posting on the Site. Please check this page of the Site periodically. Read it carefully and ensure that You understand its effect before proceeding to use the Services. If You disagree with any part of the Client Terms, do not use the Site or the Services. If You are uncertain as to Your rights under these Client Terms or You want any explanation about them please contact us.

2. DEFINITIONS

2.1 The following definitions shall apply in this Agreement:
• Account means the secure account(s) created by You, which holds Your personal information and from where You can access the Services via Your TK Login.
• Client means a person who is registered to use the TK Site with a view to directly engaging with the Tutor for the provision of Tutoring Services on the Tutoring Terms, whether that be the Student and/ or (if under eighteen (18)), the Student’s Parent / Guardian
• Client Fees means the amounts collected by TK from Client on behalf of the Tutor for the Tutoring Services.
• Client Ratings means the feedback left by a Client on the Site in response to the performance of the Tutoring Services by a particular Tutor which is scored on a 1-5 star rating (1 being poor; 5 being outstanding).
• Client Tools refers to the minimum requirements for using and accessing the TK Services including the use of a computer, recommended browser, webcam, a broadband internet connection (with sufficient bandwidth), a sound card and a headset and microphone.
• Confidential Information means any information which is imparted or obtained under this Agreement by TK to You on, before or after the commencement in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or is of a confidential nature, relating to the business or prospective business, current or projected plans or internal affairs of TK including, but not limited to information pertaining to Tutors, Tutor Correspondence, logging in, TK correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of TK which might reasonably be considered to be confidential in nature.
• Contract means the period during which, and the terms upon which, You are provided with Tutoring Services by any one Tutor as agreed between You and the Tutor via the Site. The Contract is formed in accordance with clause 3.10.
• Data Protection Legislation the Data Protection Act 2018, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.
• Deemed Start Date means the date and time when payment of Client Fees are received by TK.
• Dispute means any dissatisfaction expressed by You or any complaint made by You or any other dispute or potential dispute or claim made by You in connection with the provision of the Tutoring Services rendered by a Tutor (or the provision of the TK Services which is communicated to TK by You).
• Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
• Instant Help Session(s) refers to a type of Tutoring Service which can be arranged and purchased on the Site and which is delivered instantly
• Losses means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
• Materials refer to content relating to the Tutoring Services (including images (audio and/or visual), text, music, trademarks, symbols, logos and slogans).
• TK Login refers to Your unique username and password.
• TK Services includes the provision of an online platform i.e. a website whereupon TK provides an online marketplace for Clients to contact Tutors, the Site plus a database of Tutors, back office support including customer services, billing, website and IT services including the use of the virtual Tutorial space.
• Service Fee a per transaction booking fee charged to Client when booking a Tutorial session. This is paid either when booking a Tutorial or purchasing credits to be used to book a Tutorial.
• Recordings refer to the recording of any Tutorial or Instant Help Session which can be accessed and viewed for up to one (1) month thereafter.
• Referral Discount Code refers to the promotional discount code that TK may provide to registered clients to pass on to new prospective new clients.
• Selection Criteria means the selection criteria as set out on the Site.
• Selection Process refers to the process determined by TK from time to time whereby Tutors may be selected to offer Tutoring Services to Clients by accessing and using the Site and the TK Services.
• Services refer to both the TK Services and the Tutoring Services provided by the Tutor.
• Sign Up means registering on the Site as a Sponsor and/ or Student set out in clause 3.4.
• Site means a website owned and managed by TK including www.tutorkoala.com.
• Student means a person using the TK Services to receive Tutoring Services.
• Tutorial(s) refers to the online pre-booked tutoring session which is booked by a Client with a Tutor via the Site.
• Tutor Mail means the internal email system available for Clients to contact Tutors and vice versa via the Site.
• Tutoring Services means the provision of online tutoring by a Tutor by way of individual Tutorials in real-time and Instant Help Sessions, suitably tailored to meet the individual requirements of the Students including access to the Recordings.
• Tutor means a registered tutor who has been selected to join the TK community of Tutors and who wish to offer Tutoring Services to clients using the TK Services to do so.
• UGC means user generated content provided (including Materials as defined), uploaded, embedded or otherwise displayed and/ or stored on the Site by the Client for the purposes of using or accessing the Services which may include but are not limited to Your profile, text, articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on the Site for Your use and for use by TK and a Tutor.
• GST means Goods and Services Tax chargeable under Australian law for the time being and any similar additional tax.
• Written Notice means any notice given under this Agreement shall be in served by e mail by TK to the address submitted to the Sponsor’s account and by Sponsor to TK at support@tutorkoala.com.
• You means either Client, Sponsor or Student as the context requires.

3. CLIENT REGISTRATION AND TK SERVICES

3.1 If the Student is under eighteen (18) years of age, they must have permission from their Parent / Guardian

3.2 During Sign Up, in order to provide You with maximum protection, You will be asked to input Your username (which will be Your email address) and You will be asked to choose a password to access Your Account on the Site and to benefit from the Services in accordance with these Client Terms.

You will keep Your password relevant to the Site and the Services confidential and not reveal it to anyone else. You are responsible for all activities that are carried out under Your username and password which shall represent Your TK Login. We do not have the means to check the identities of all people using the Site and will not be liable where Your username and/or password are used by someone else. You agree to notify TK immediately by email to hello@tutorkoala.com of any unauthorised use of Your Account of which You become aware (with “IMPORTANT – PASSWORD” in the subject line).

3.3 You will not create additional Accounts for the purpose of abusing the functionality of the Site or other registered Clients or for any other reason in breach of this Agreement.
3.4 Once You have secure logins to the TK Site, You will then be required to complete Your registration by telling us some basic information about You and the subjects You wish to receive Tutoring Services for by using our simple online form (“Registration”).
3.5 Completing Registration will give You access to protected areas of the Site. You can select potential Tutors by reviewing their personal details, and viewing profile. If applicable,

You may read Client Ratings from others who have previously been a client of that Tutor.

Tutor Koala, a company registered in Australia (86 768 265 615)
3.7 If You decide then to make a booking, the first Tutorial can be arranged during Your Meet The Tutor Session or via Tutor Mail.

When You book Your Tutorial on the Site, You will be given the opportunity to identify and correct any errors with Your information before You make payment. You will then be required to make payment in accordance with clause 6. If Your payment is successful, We, on behalf of Tutors, will accept and complete Your order by sending You an order confirmation to the email You used during Sign Up to indicate acceptance of Your offer and the conclusion of a binding and legally enforceable Contract for the supply of the Services in accordance with these Client Terms. Clients can request single Tutorials or sets of Tutorials with a Tutor. If your Tutorial did not take place because of the Tutor then you must contact us within 24 hours to receive any refund. Your refund shall be made within fourteen (14) days of TK’s receipt of Your Refund Request Notification which will then be subject to the timescales imposed by Your banking clearing systems.

3.8 TK reserves the right to suspend or terminate Your ability to purchase new Tutoring Services, and this Agreement at any time and for any reason without liability to TK, TK shall refund any unused TK Credits if this happens.

3.9 Where terminated, Your TK Login and Account shall be deactivated.
TK reserves the right to terminate this Agreement and the Services after a six (6) month long continuous period of inactivity which means that You will no longer be permitted to use the TK Services to purchase Tutoring Services via the Site. You will not be permitted to re-access the Site and the TK Services without TK’s express written permission.

4. CLIENT OBLIGATIONS

4.1 When You use the Site and the TK Services and when You book and accept the Tutoring Services, You must comply with any requirements as directed by TK and the Tutor as amended from time to time and in accordance with these Client Terms.

In particular You agree:

4.1.1 to provide all service, telephony and/or other fees and costs associated with Your access to and use of the Services;
4.1.2 to obtain and maintain all Client Tools to use and access the Services in accordance with the clauses 5.2, 5.3 and 5.4.

Any problem concerning a technical issue regarding a Client’s personal computer or internet service provider is not the responsibility of TK. You must use a headset and microphone (not loudspeakers) which must be plugged in and fully configured;

4.1.3 to buy, keep up to date and pay for the latest available version of security software to protect against the transmission of viruses and other computer malware during Your access to and use of the Services;
4.1.4 to provide promptly and give to the Tutor all such information as they may reasonably require in connection with the provision of the Services;
4.1.5 to notify TK immediately should the Student become ill or otherwise unable to take part on a Tutorial in any way and unable to attend Your Tutorial.

TK can notify any Tutor on Your behalf if You have not already done so;

4.1.6 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, Police certificate (where applicable).

Police certificate and any qualification of the Tutor is self-certified by the Tutor and is not verified, validated or checked by TK;

4.1.7 to contact a Tutor via Tutor Mail and TK instant messaging facility via the Site only.

Other means of communication is prohibited;

4.1.8 not to act as an agent to promote the services or opportunities of a company; and,
4.1.9 not to publish any abusive comments about a Tutor or another Student on the Site or any other place including defamatory or derogatory comments.

5. TK OBLIGATIONS

5.1 TK agrees to:
5.1.1 provide the TK Services with all due care, skill and ability and in a timely manner and in the best interests of the Client and the Tutor;
5.1.2 provide promptly and give to the Client all such information as they may reasonably require in connection with the provision of the TK Services.
5.2 You are responsible for validating the proper functioning of the Client Tools during the free meeting where necessary.
5.3 In exceptional cases, there may be other reasons relating to incompatibility or otherwise as to why You may be unable to successfully validate and access the Services.
5.4 TK uses all reasonable endeavours to make the Services available to all and where this is not possible for any reason whatsoever, TK shall not be responsible nor liable to You as a result of any act or omission on Your part relating to Your inability to access the Services in whole or in part including but not limited to:
5.4.1 resultant feedback (echos), audio break-ups, video or sound delays;
5.4.2 Your failure to use and configure the prescribed headset and microphone;
5.4.3 Your failure to at least meet the minimum system requirements.
5.5 You acknowledge and accept that from time to time, You may experience entire or partial failure of Your video during a Tutorial due to fluctuations or insufficient bandwidth and under such circumstances, You agree that the Tutorial shall continue without video and confirm that this is acceptable to You in all circumstances.
5.6 For the avoidance of doubt, You will not receive a full or partial refund for bandwidth-related interferences.

6. CLIENT FEES

6.1 TK may charge a small booking fee to Clients.
6.2 Where applicable, this booking fee is 15% (excluding GST) of the total cost, and is non-refundable.
TK will also a strip fee to cover costs set at 3.75% per transaction, Both the booking and stripe fees are subject to change without notice.

6.3 Client shall pay to TK the Client Fees by any means made available via the Site from time to time.
6.4 Your Tutor will not be GST registered and will not charge You GST for the Tutoring Services.
6.5 All prices relating to Tutoring Services and Service Fees are subject to change by TK which shall become effective immediately upon posting on the Site and will be applicable to all bookings made thereafter.

7. CONDUCT AND FRAUD

7.1 You may only access the Site and use the Services for lawful purposes.
7.2 You are responsible for complying with any and all laws, rules, and regulations relating to Your use of the Services.
7.3 You agree that You will treat the Tutors with respect and not use obscenities, make threats, or discuss matters other than those directly related to the subject of the Tutorial.
7.4 Save for where it may be deemed necessary as in clause 11, You agree that You will not disclose any information to a Tutor that could be considered personally identifiable information including Your address, telephone number, email address, National Insurance number, password or any other information that could be used to identify or locate You.
7.5 A violation of this Agreement may lead to a suspension of Your Account and a termination of this Agreement.

Notwithstanding this clause, it is understood that TK will pass Your name on to Your Tutor to enable You to use the Services.

7.6 You agree that You will not solicit any such information from any Tutor, and agree that if any Tutor ever discloses such information to You, asks You for any personal information, or suggests any offline meeting or conversation, You will immediately report this to us.
7.7 You acknowledge that we may screen UGC and that we shall have the right (but not the obligation), in our sole discretion, to remove any UGC.
7.8 We may terminate any Tutorial where we consider, in our sole discretion, that You are uploading or otherwise transmitting inappropriate content.

We also have the right to remove any UGC that violates these Client Terms or is otherwise, in TK’s sole opinion, objectionable or in any way offensive.

7.9 You shall not, without the prior written consent of TK, at any time from the date of commencement of these Client Terms to the expiry of six (6) months after termination of these Client Terms whereupon Your Account and TK Login are deactivated, solicit or encourage one to one tuition or other tuition services either in person or online to a person who is, or has been, a Tutor introduced to You by TK.

8. INTELLECTUAL PROPERTY

8.1 When using the Services, if You publish any UGC via the Site by way of uploading text, images or videos or contributing to publicly accessible areas of the Site, You automatically grant:
8.1.1 to TK and the Tutor, 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 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;
8.1.2 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.
8.2 “Publicly accessible”; areas of the Site are intended by TK to be those parts of the Site that are available to all of those visiting the Site whether registered on the Site or not. You acknowledge that the UCG uploaded by You to create Your Tutor profile shall be viewable by all users of the Site and be accessible via the worldwide web search engines.
8.3 You acknowledge that all Tutorials You participate in may be recorded and You agree to the storage and use of such Recordings by TK. You hereby agree to waive any and all moral rights in and to all UGC
8.4 You agree that any UGC You 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 You have a formal agreement or permission from the rightful owner, or are otherwise legally entitled to use the UGC in question and to grant the licenses referred to in clause 8.1.1 and 8.1.2.
8.5 All Intellectual Property Rights in all Materials produced by the Tutor pursuant to the performance of the Tutoring Services shall be the property of the Tutor.
8.6 The Intellectual Property Rights contained on the TK Site cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without TK’s written permission.
8.7 You acknowledge that all Intellectual Property Rights in and relating to TK are owned by TK or TK’s licensors.

9. CANCELLATIONS, RESCHEDULING, NO-SHOW

9.1 This clause shall not apply to any cancellation or termination of a Tutorial under clause 13.2.
9.2 Your rights to cancel the Tutoring Services are set out in the Tutoring Terms in Schedule 1.

10. RATINGS AND FEEDBACK

10.1 It is a feature of the Site and the TK Services that the Client will leave Client Ratings.
10.2 During the last five (5) minutes of a Tutorial session, a Tutor may complete feedback or comments or suggestions for You (which You will be able to access via Your Account).
10.3 A Tutor or a Client can report or raise any issues or concerns that they might have with the other at any time.
10.4 Whether such feedback is complimentary or more similar to a Dispute, TK will have full discretion as to whether they inform the other of such feedback.

Where deemed necessary, TK is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, TK is entitled to suspend the TK Services until an investigation is carried out and may in exceptional cases be entitled to terminate Your Agreement forthwith under clause 13.

11. DATA PROTECTION AND PRIVACY

11.1 In respect of any Personal Data (as defined in the Data Protection Legislation processed by TK and the Tutor pursuant to these Client Terms, both parties warrant that they shall comply and will continue to comply with the Data Protection Legislation and any regulations made thereunder (including but not limited to the Data Protection Principles, as defined in the Data Protection Legislation).
11.2 These Client Terms incorporate TK’s Privacy Policy and Cookie Policy by this reference.
11.3 The Client hereby agrees that by releasing any Personal Data as submitted by the Client on the Site, You acknowledge that You are wilfully providing Your Personal Data for the purpose of receiving the Services.
11.4 You understand that by accepting these Client Terms, You agree that TK and the Site are not responsible for any advice or information given by a Tutor.

12. DISPUTES

12.1 All Disputes reported to TK by a Client (or by a Tutor) via the Site will be investigated by TK.
12.2 The parties agree that they shall attempt in good faith to resolve any Dispute promptly through negotiations between You and an officer of TK.

TK 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. TK 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 TK.

12.3 During any given Contract, You must inform TK immediately and in any event, within forty eight (48) hours, of any Dispute You may have with a Tutor in connection with the provision of the Tutoring Services rendered by a Tutor or otherwise.
12.4 You agree to cooperate fully with TK in resolving any Dispute with a Tutor.
12.5 TK reserves the right to suspend Your Account with immediate effect while an investigation is conducted.

Your Account may be reactivated once an investigation has been completed.

12.6 The outcome of any investigation instigated by You or a Tutor is entirely at TK’s discretion, acting reasonably.

13. TERMINATION

13.1 Subject to 13.2, these Client Terms shall commence on the date We activate Your Account on the Site and shall continue unless terminated with immediate effect (without compensation) upon either party serving Written Notice on the other or, if the Client is committed to an existing Contract, upon the conclusion of the existing Contract provided that TK has no objections.

You agree that by entering into this contract You are waiving Your statutory cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulations”) and agree for the Services to start on the Deemed Start Date.

13.2 TK may terminate this Agreement with You immediately without compensation or Written Notice by ending Your access to the Services if You commit a breach of any of these Client Terms, or if:
13.2.1 any information provided by You is found to be untrue, inaccurate, out-of-date, or incomplete;
13.2.2 You act in any way that has brought, or could bring, TK in to disrepute; or,
13.2.3 You do not show up at a Tutorial without having cancelled it or You repeatedly cancel Tutorials.
13.3 In the event of any such termination, Client shall pay for all Tutoring Services already successfully delivered and which are not the subject of a Dispute as at the date of termination and neither TK nor the Tutor shall be liable for any Losses incurred by You after the date of termination.
13.4 For the avoidance of doubt, if TK terminate this Agreement with You and You have paid the Tutor for Tutorials in advance, TK agrees to procure that the Tutor will refund You all the pre- payments within fourteen (14) calendar days of termination.
13.5 You can always end Your contract with us.

Your rights when You end the Tutor Term will depend on how the Tutor is performing and when You decide to end the contract:

13.5.1 If the TK Services have been misdescribed You may have a legal right to end the Agreement (or the TK Services re-performed or to get some or all of Your money back);
13.5.2 If You want to end the Agreement with TK because of something TK has done or have told You TK is going to do, which is not in line with this Agreement.
13.6 You can do this by sending us written notice.

14. WARRANTIES AND INDEMNITIES

14.1 As a Client, You hereby warrant, represent and undertake to TK and Tutor that:
14.1.1 Student is at least eighteen (18) years of age and if not, has sought permission by their Parent / Guardian
14.1.2 You are personally responsible for the information posted by You on the Site and submitted throughout Sign Up and Registration which You shall ensure is accurate, true, up-to-date and complete at all times during;
14.1.3 You are wholly responsible for the appropriateness and the content of any UGC used and/ or submitted by You during Your Contract. No UGC will be offensive or defamatory;
14.1.4 You will comply with all the Client obligations set out at clauses 4 and 5.2;
14.1.5 Whilst this contract is in force You will only ever contact a Tutor via the Site;
14.1.6 You agree at all times to comply with the provisions of the Data Protection Legislation;
14.1.7 You agree to comply with all applicable laws, regulations and codes of practice which regulate the activities of the online environment;
14.1.8 You will protect Your unique password in accordance with clause 3.5.
14.1.9 You accept full responsibility for any Disputes raised as a result of issues connected to the performance or non-performance of Your TK Tools affecting Your proper access to the Tutoring Services;
14.1.10 You have read, understood and familiarised Yourself with our Safeguarding Policies and Procedures which can be accessed here in respect of child protection and online safety.
14.2 You shall indemnify and hold harmless TK (and any Tutor as the case may be) on demand, and shall keep TK (and any Tutor) fully and effectively indemnified against any and all Losses arising out of or in connection with:
14.2.1 the Services;
14.2.2 any breach of these Client Terms or breach of obligation or warranty by You or the acts or omissions of You (other than and to the extent that any losses arise directly from breach of these Client Terms by TK or by TK’s negligence); and
14.2.3 any and all claims, complaints or legal proceedings instigated by a Tutor against You.

15. LIMITATION OF LIABILITY

15.1 You agree that subject to clause 15.2, We shall in no circumstances be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from Your use of the Site or the Services.
15.2 Our liability to You whether in contract, tort or otherwise shall in no circumstances exceed the total Client Fees paid by You in the one (1) month preceding the date on which the liability arose.
15.3 Nothing in these Client Terms is intended nor shall it be construed as an attempt by any party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including without limitation:
15.3.1 death or personal injury caused by negligence;
15.3.2 fraud or fraudulent misrepresentation; and
15.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
15.4 For clarification, the TK Services are primarily (but not exclusively) designed to be used within the territory of Australia and except as expressly set out in this Agreement, TK gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.

16. GENERAL

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

TK may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Client Terms.

16.2 Enforceability: If any one or more of the provisions of these Client Terms should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired and the parties shall amend these Client Terms to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.
16.3 Entire Agreement: These Client Terms together with our Privacy Policy, the Cookie Policy and the Terms of Service constitutes the entire agreement between You and TK in relation to Your use of the Site and the Services and supersedes any prior representations, inducements or agreements relating to its subject matter.

Each of the parties acknowledge and agree that in entering into the terms of this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement other than as expressly set out in this Agreement.
16.4 Neither Tutors or Clients have the power to bind TK in any way in respect of the obligations of the one to the other.
16.5 No Partnership: Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose.
16.6 We keep our statement under regular review.

These Client B2C Terms were last updated in 21st September 2020.

Tutor Terms

These terms and conditions, herein referred to as the “Tutor Terms” set out the terms and conditions under which Tutor Koala, a company registered in Australia (ABN 86 768 265 615) herein referred to as “TK” or “We” grants to the Tutor, a licence to access and use TK’s virtual online platform at www.tutorkoala.com (the “Site”) which is dedicated to facilitating the delivery of Your Tutoring Services direct to Your Clients (the “Agreement”). You may download a copy of these Tutor Terms here: Tutorkoala.com and tutorkoala.com are the trading names of Tutor Koala.

In these Tutor Terms, references to “Tutor” and “You” and “Your” are references to the Tutor registered on the Site who wishes to use the TK Services in order to provide Tutoring Services. When You use the Site and the TK Services, You agree that these Tutor Terms apply to that use in addition to any other terms and conditions which may apply including the Privacy Policy, the Cookie Policy and the Terms of Service (where applicable) which are incorporated by this reference. If You are uncertain as to Your rights under these Tutor Terms or You want any explanation about them please contact us.

1. YOUR AGREEMENT WITH TUTOR KOALA

1.1 These Tutor Terms apply to Your use of the Site and the TK Services.

By using the Site and the TK Services, You accept these Tutor Terms in full. TK reserves the right to change the terms of these Tutor Terms (or any part) at any time, by giving You not less than 15 days’ written notice of such changes. We will let you know if we make any such changes, and you can let us know within the 15 day notice period if you do not wish to accept the revised terms and prefer to end this Agreement with TK. If you continue to provide Tutoring Services through the Site during this notice period, we are entitled to assume that you have accepted any changes.

1.2 Read these terms carefully and ensure that You understand their effect before proceeding to use the Site and TK Services.

If You disagree with any part of the Tutor Terms, do not use the Site or the TK Services.

2. DEFINITIONS

2.1 Unless the contrary intention appears, the following definitions shall apply:
• Account means the secure account(s) created by You on sign up which holds Your personal information and profile and from where You can access the TK Services via Your TK Login.
• Client means a person using the TK Site for the provision of Tutoring Services, whether that be the Student or (if under eighteen (18)), the Parent / Guardian
• Client Contract means the contract between the Client and You.
• Client Ratings means the ratings left by a Client on the Site in response to the performance of the Tutoring Services by a Tutor which is scored on a 1-5 star rating (1 being poor; 5 being outstanding). Confidential Information means any information which is imparted or obtained under this Agreement by TK to You on, before or after the commencement in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or is of a confidential nature, relating to the business or prospective business, current or projected plans or internal affairs of TK including, but not limited to information pertaining to Clients, logging in, Client Ratings or other feedback, TK correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of TK which might reasonably be considered to be confidential in nature.
• Data Protection Legislation the Data Protection Act 2018, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.
• Dispute means any dissatisfaction expressed by a Client or any complaint made by a Client or any other dispute or potential dispute or claim of a Client in connection with the provision of the Tutoring Services rendered by You (or the provision of the TK Services which is communicated to You).
• Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
• Losses means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
• Materials refer to content relating to the Tutoring Services (including images (audio and/or visual), text, music, trademarks, symbols, logos and slogans).
• TK Login refers to Your unique username and password.
• TK Services includes the provision of the Site on which:
• TK provides an online intermediation service for Clients to contact Tutors, and provides technical functionality to You for Your deliver Tutoring Services to Clients; and a database of Tutors, Students, back office support including customer services, billing, website and IT services including the use of the virtual lesson space.
• PoCA List refers to the Protection of Children Act.
• PoVA List and List 99 refers to the Protection of Vulnerable Adults scheme.
• Recordings refer to the recording of any Tutorial or Instant Help Session which can be viewed for up to one (1) month thereafter.
• Site means a website owned and managed by TK including www.tutorkoala.com.
• Student means a person receiving the Tutoring Services from You via the Site.
• Tools means the minimum requirements for You to be able to deliver Your Tutoring Services using the Site including the use of a computer, recommended browser, webcam, a broadband internet connection (with sufficient bandwidth), a sound card and a headset and microphone.
• Tutor or You means a tutor who has been allowed access to the Site and TK Services to carry out the Tutoring Services to Clients.
• Tutorial(s) refers to the online pre-booked tutoring session which is booked by a Client with You via the Site.
• Tutor Mail means the internal email system available for Clients to contact Tutors and vice versa via the Site.
• Tutoring Services means the provision of online Tutorials and Meet the Tutor Sessions by the Tutor by way of individual lessons in real-time suitably tailored to meet the individual requirements of the Students.
• UGC means user generated content provided (including Materials as defined), uploaded, embedded or otherwise displayed and/ or stored on the Site by the Tutor for the purposes of carrying out the Tutoring Services which may include but are not limited to, Your profile, text, articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on, the Site for Your use and for use by TK and a Client.
• GST means Goods and Services Tax chargeable under Australian law for the time being and any similar additional tax.
• Written Notice means any notice given under this Agreement shall be sent by email, in the case of TK to hello@tutorkoala.com and in the case of a Client, to the e mail address you register in your Account.

3. BECOMING A TUTOR

3.1 At our discretion, we may authorise you to use the Site and the TK Services to deliver the Tutoring Services.

You agree that these Tutor Terms apply to that use in full.

3.2 You will keep Your password relevant to the Site and the Tutoring Services confidential and not reveal it to anyone else.

You are responsible for all activities that are carried out under Your username and password which shall represent Your TK Login. We do not have the means to check the identities of all people using the Site and will not be liable where Your username and/or password are used by someone else. You agree to notify TK immediately by email at hello@tutorkoala.com of any unauthorised use of Your Account of which You become aware (with “IMPORTANT – PASSWORD” in the subject line).

3.3 Where terminated, TK shall deactivate Your TK Login and Account promptly.

TK reserves the right to terminate the TK Services and access to the Site after a one (1) month long continuous period of inactivity by You, which means that You will no longer be permitted to use the Site to deliver Tutoring Services to Clients. You will not be permitted to re-access the Site and the TK Services without TK’s express written permission.

4. TUTOR OBLIGATIONS

4.1 When You make use of the Site and the TK Services You must comply with our reasonable directions, including those relating to the protection of Students’ safety as amended from time to time and in accordance with these Tutor Terms.

Such directions are in place to protect the safety Clients and Students.

4.2 Use of the Site is entirely at Your own risk and You must exercise complete caution at all times when dealing with Clients and when entering into legally enforceable Client Contracts to provide Tutoring Services to a Client.
4.3 You further and specifically agree to:
4.3.1 authorise TK to act as your agent to agree the Client Contract on your behalf and collect TK Credits and/or Tutor Fees;
4.3.2 provide TK with Your Current Account details which must be an Australian current account and held in the Tutor’s name;
4.3.3 assume all responsibility for Your role as Tutor and for the provision of Tutoring Services to the Client which includes the preparation and content of lessons;
4.3.4 advise TK at the earliest opportunity should Your circumstances change in relation to Your access to the Tools.

You accept full responsibility for any dispute raised by a Sponsor as a result of issues connected to the performance of your Tools which have affected the performance of Your provision of the Tutoring Service;

4.3.5 obtain, use and maintain in good working order Your Tools.

Any problem concerning a technical issue regarding a Tutor’s personal computer or internet service provider is not the responsibility of TK. You must use a headset and microphone (not loudspeakers) which must be plugged in and fully configured;

4.3.6 act at all times in accordance with the highest professional standards and not act in any way which could bring TK into disrepute;
4.3.7 only accept instructions and Tutorials within Your area of expertise, and that are within your abilities and competency;
4.3.8 notify the Client immediately should You become ill or otherwise incapable and unable to provide the Tutoring Services.

Depending on the circumstances, TK and Tutor shall discuss in good faith a possible delay of the Tutoring Services;

4.3.9 notify TK of what You propose to agree between You and the Client regarding the delay or reassignment of those Tutoring Services to another Tutor.

We may take any action, including refunding depending on what is agreed regarding each Tutorial;

4.3.10 ensure that any information provided by You to TK and a Client remains true, accurate, up-to- date and complete at all times during the duration of this Agreement.

5. TK OBLIGATIONS

5.1 In consideration of the TK Payments, TK agrees to:
5.1.1 subject to clause 5.2, provide the TK Services with all due care, skill and ability and in a timely manner and in the best interests of the Client and the Tutor;
5.1.2 devote as much time to the provision of the TK Services as may be necessary for their proper performance;
5.1.3 provide promptly and give to the Tutor all such information as they may reasonably require in connection with the provision of the TK Services.
5.2 As an online service, TK may periodically be unavailable as We perform regular (and emergency) maintenance and upgrades.

Where reasonably possible, these activities shall be notified to You in advance. TK makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Site and/or the TK Services.

5.3 You are responsible for checking the Tools work with the Site and TK Services, and the particular Client during the free meeting, and for fixing any problems with the Tools where necessary.
5.4 In exceptional cases, there may be other reasons relating to incompatibility or otherwise as to why You may be unable to successfully access the Services.
5.5 TK uses all reasonable endeavours to make the TK Services and Site available to all Tutors on an “as is” basis.
5.6 TK shall not be responsible nor liable to You as a result of any act or omission on Your part relating to Your inability to access the Services in whole or in part including but not limited to:
5.6.1 resultant feedback (echos), audio break-ups, video or sound delays;
5.6.2 Your failure to use and configure the prescribed headset and microphone;
5.6.3 Your failure to at least meet the minimum system requirements of the Tools.
5.7 You acknowledge and accept that from time to time You may experience entire or partial failure of Your video during the delivery of the Tutoring Services due to fluctuations or insufficient bandwidth relating to your own internet provider, and under such circumstances, You agree that the Tutoring Service shall continue without video and confirm that this is acceptable to You in all circumstances.

6. TUTOR FEES AND TK PAYMENTS

6.1 TK and the Tutor will agree the amount of Tutor Fees applicable per Tutorial in advance, via the Site, and the amount of TK Payments which will be retained by TK
6.2 Tutor authorises TK as its agents to accept any forms of payment approved by TK in connection with the provision of the Tutoring Services via the Site including Mastercard, and Visa cards on the Tutor’s behalf.
6.3 TK uses stripe to authorise payments and charges a booking fee of 15% for the entire cost and stripe fee of 3.75%.
6.4 All costs relating to lessons and TK Payments are reviewable by tutors and TK and any revised fees and charges shall take effect immediately upon posting on the Site and will be applicable to all bookings made after such posting.
6.5 You confirm that You are self-employed under these Tutor Terms, and You are directly responsible to ATO for all matters regarding Income Tax, GST and other workplace requirements

You agree that nothing in these Tutor Terms constitutes a contract of employment between You and TK. You shall be fully responsible for and indemnify TK against any liability, assessment or claim for any employment-related claim or any claim based on worker status brought by you relating to Your Tutoring Services. This indemnity shall include all expenses and costs, including legal fees, incurred by TK in dealing with any such claim brought by You or by somebody on Your behalf.

6.6 You will keep records of payments made to You by way of Tutor Fees for completion of annual Tax Returns.

You hereby agree to fully indemnify TK for or against all and any demands by ATO to TK for Income Tax or GST, or any other claim by ATO, including any interest or penalties, arising out of Your failure to account properly or at all for any liabilities to ATO arising from Your Tutoring Services. This indemnity shall include all expenses and costs, including legal fees, incurred by TK in dealing with any such claim by ATO.

7. SETTLEMENT

7.1 TK shall pay to Tutor the Tutor Fees collected by TK.

7.2 In response to a Dispute, if any Refund Event occurs, TK will be entitled, in its sole discretion to refund to the Client on behalf of the Tutor in full or in part.

In such circumstances, the Tutor will receive either no Tutor Fees or only part of the Tutor Fees as agreed by TK and the Client, in respect of the relevant Tutorial.

7.3 If any Refund Event occurs subsequent to the Tutor receiving the Tutor Fees from TK, TK shall be entitled to withhold sufficient monies and offset any amounts payable to Tutor by TK under this Agreement from any Tutor Fees collected by TK thereafter to enable TK to refund the relevant refunded Tutor Fees.
7.4 The Tutor shall be responsible for all chargebacks and/or refund requests on lessons performed and shall indemnify TK against all Losses resulting from chargebacks and/or refund requests.

8. INTELLECTUAL PROPERTY

8.1 When using the TK Services to deliver the Tutoring Services, if You publish any UGC via the Site by way of e.g. delivering lessons, uploading text or images or videos or contributing to publicly accessible areas of the Site, You automatically grant:
8.1.1 to TK, 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 TK 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;
8.1.2 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.
8.2 “Publicly accessible” areas of the Site are intended by TK to be those parts of the Site that are available to all of those visiting the Site whether registered on the Site or not.

You acknowledge that the UCG uploaded by You to create Your Tutor profile shall be viewable by all users of the Site and be accessible via the worldwide web search engines.

8.3 You acknowledge that all Tutorials that You deliver may be recorded and You agree to the storage and use of such Recordings by TK.

You hereby agree to waive any and all moral rights in and to all UGC.

8.4 You agree that any UGC You use in the performance of Your Tutoring Services will not contain any third-party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless You have a formal agreement or permission from the rightful owner, or are otherwise legally entitled to use the UGC in question and to grant the licenses referred to in clause 8.1.1 and 8.1.2.
8.5 All Intellectual Property Rights in all Materials produced by You pursuant to using the Services shall be Your property.

For the avoidance of doubt, this clause shall not cover any content communicated, posted or otherwise transmitted to the Site by any third party, including without limitation any material, communication, information or ideas so communicated, posted or otherwise transmitted by any Students or Tutors.

8.6 You shall indemnify TK against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by TK arising out of or in connection with any claim made against TK for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with an claim by any third party including a Client that the Tutoring Services or UGC provided by You infringe its rights.
8.7 If any third party makes a claim, or notifies an intention to make a claim, against TK which may reasonably be considered likely to give rise to a liability under this indemnity (a Claim), TK shall:
8.7.1 as soon as reasonably practicable, give written notice of the Claim to You, specifying the nature of the Claim in reasonable detail;
8.7.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of You (such consent not to be unreasonably conditioned, withheld or delayed), provided that TK may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to You, but without obtaining Your consent) if TK reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;
8.7.3 give You and Your professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of TK, so as to enable You and Your professional advisers to examine them and to take copies (at Your expense) for the purpose of assessing the Claim; and
8.7.4 You shall give TK sole authority to avoid, dispute, compromise or defend the Claim.
8.8 If a payment due from You under this clause is subject to tax (whether by way of direct assessment or withholding at its source), TK shall be entitled to receive from You such amounts as shall ensure that the net receipt, after tax, to TK in respect of the payment is the same as it would have been were the payment not subject to tax.
8.9 The Intellectual Property Rights contained on the Site or in the TK Services cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without TK’s written permission.
8.10 You acknowledge that all Intellectual Property Rights in and relating to TK Services and the Site are owned by TK or TK’s Licensors.

9. CANCELLATIONS, RESCHEDULING, NO-SHOW

9.1 Where the You and the Client agree to cancel the Tutoring Services pursuant to the Client Contract, TK shall repay the Client’s agreed in the Client Contract.
9.2 If You don’t attend an arranged lesson without having cancelled it, or if you repeatedly cancel Tutorials, we may end this Agreement between You and TK under clause 13.

TK will record details of all such cancellations by You on its records for a period of twelve (12) months.

9.3 All cancellations by You must be made in writing in advance, directly via the Site and to the Client, in accordance with the Client Contract.

10. CLIENT RATINGS, FEEDBACK AND OTHER ACTIVITIES

10.1 It is a feature of the Site and the TK Services that the Client will leave Client Ratings.
10.2 Where deemed necessary, TK is entitled to carry out an investigation upon receipt of negative Client Ratings (rating of 1, 2 or 3 out of 5) or where a Tutor or a Client reports or raises any feedback, issues or concerns that they might have with the other at any time.
10.3 Whether such feedback is complimentary or more akin to a Dispute, TK will have full discretion as to whether they inform the other of such feedback.

Where deemed necessary, TK is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, TK is entitled to suspend or terminate Your Account or revoke the licence granted to the Tutor herein to use the Site and the TK Services by termination under clause 13.

10.4 Nothing in this Agreement shall prevent the Tutor from being engaged, concerned or from having any financial interest in any capacity in any other business, trade, profession or occupation during the Term of Engagement provided that such activity does not cause a breach of any of the Tutor’s obligations under this Agreement.

11. DATA PROTECTION AND PRIVACY

11.1 In respect of any Personal Data as defined in the Data Protection Legislation processed by TK and Tutor pursuant to these Tutor Terms, both parties warrant that they shall comply and will continue to comply with the Data Protection Legislation and any regulations made thereunder.
11.2 TK’s Privacy Policy and Cookie Policy apply to Your use of the TK Services.
11.3 Use of the Site is entirely at a Tutor’s own risk and You must exercise complete caution at all times when dealing with Clients and when entering into legally enforceable Contracts to provide Tutoring Services to a Client.

12. CONFIDENTIAL INFORMATION AND PUBLICITY

12.1 The parties acknowledge that by reason of their relationship under this Agreement, they may from time to time disclose Confidential Information.
12.2 Each party shall, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any Confidential Information which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party.

Each party shall use its best endeavours to prevent the unauthorised disclosure of any such information.

12.3 Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of the breach of the confidentiality obligations in this Agreement by the receiving party, (ii) is or has been independently acquired or developed by the receiving party without violating any of the confidentiality obligations in this Agreement, (iii) was within the receiving party’s possession prior to it being furnished to the receiving party by or on behalf of the disclosing party, or (iv) is received from a source other than the disclosing party; provided that, in the case of (iii) and (iv) above, the source of such information was not known by the receiving party to be bound by a confidentiality obligation to the disclosing party or any other party with respect to such information.
12.4 The terms of this Agreement are confidential and may not be disclosed by one party without the prior written consent of the other party.
12.5 On termination or expiry of this Agreement, You shall immediately return all Confidential Information in Your possession together with all copies thereof; or, if required to do so, destroy all Confidential Information in Your possession, custody or control by shredding or incinerating the same and/or irretrievably deleting the same if stored on electronic or magnetic media and certify to TK that this has been done.

13. TERMINATION AND SUSPENSION

13.1 These Tutor Terms shall commence on the date you sign up to the Site and shall continue unless terminated by TK pursuant to clause 13.2.
13.2 TK may suspend this Agreement and Your access to the Site and the TK Services immediately by serving written notice on or if:
13.2.1 any information provided by You is found to be untrue, inaccurate, out-of-date, or incomplete;
13.2.2 Your rating by Clients is deemed by TK (acting reasonably) to be unsatisfactory;
13.2.3 You act in any way that has brought, or could bring, TK in to disrepute;
13.2.4 You are convicted of a criminal offence or are the subject of any investigation, which may in TK’s opinion impact Student safety;
13.2.5 You are in material breach of this Agreement;
13.2.6 You do not use the Site or TK Service for a one (1) month long continuous period of inactivity.
13.3 If we suspend Your use of the Site under clause 13.2 above, we will include in our notice of suspension to you the full details of the reason for such suspension in writing.

You may contact us to discuss any of the issues raised in such notice by the methods set out on the Site.

13.4 Without prejudice to clauses 13.2 or 13.3 TK may terminate this Agreement by giving You 30 days written notice if:
13.4.1 You commit a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
13.4.2 You are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986;
13.4.3 You die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation; or
13.4.4 You do not use the Site or TK Service for a one (1) month long continuous period of inactivity, after we have served you written notice as set out above.
13.5 You have repeatedly breached any of the terms of this Agreement, we may immediately terminate this Agreement with you by serving written notice.
13.6 Either Party may terminate this Agreement for convenience without compensation by 30 days Written Notice on the other.
13.7 In the event of termination, You will be entitled to receive payment of Tutor Fees for all Tutoring Services already successfully delivered and which are not the subject of a Dispute as at the date of termination.
13.8 Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.
13.9 If we suspend this or terminate this Agreement with you, TK may deactivate Your TK Login and Account promptly.

14. WARRANTIES AND INDEMNITIES

14.1 As Tutor, You hereby warrant, represent and undertake to TK that:
14.1.1 You are at least eighteen (18) years of age and You have the necessary qualification or experience to provide the Tutoring Services in the subject(s) You offer in Your profile on the Site;
14.1.2 You are personally responsible for the information posted by You on the Site and submitted to TK which includes any pre-contractual information, and which shall be accurate and up-to-date;
14.1.3 where Your profile claims that You have undergone a Police Certificate, You have done so, You shall continue to be covered by such checks throughout the term of this Agreement and You will provide us with a copy of such upon request;
14.1.4 You are self-employed and responsible for Your own income tax, workplace insurance and other liabilities payable and as further referred to in clause 6;
14.1.5 You are wholly responsible for the appropriateness and the content of any UGC used and/ or submitted by You during Your Term of Engagement;
14.1.6 You will comply with all the Tutor obligations set out at clause 4;
14.1.7 You will only ever contact a Client via the Site;
14.1.8 You agree at all times to comply with the provisions of the Data Protection Legislation;
14.1.9 in providing or offering Your Tutoring Services via the Site and using the TK Services, You are complying with all applicable laws, regulations and codes of practice including, but not limited to, relevant legislation for the protection of businesses and consumers alike and which regulate the activities of the online environment;
14.1.10 You are not GST registered and will not charge a Client GST for Your Tutoring Services;
14.1.11 You have read, understood and familiarised yourself with our Safeguarding Policies and Procedures which can be accessed here in respect of child protection and online safety, and will fully comply with the same at all times;
14.1.12 You are not prevented from working with children and Your name does not appear in either of three lists of individuals who are barred from working with children or with vulnerable adults
14.2 You shall indemnify and hold harmless TK (and any TK Client as the case may be) on demand, and shall keep TK (and any TK Client) fully and effectively indemnified against any and all Losses arising out of or in connection with:
14.2.1 any breach of these Tutor Terms or breach of obligation or warranty by the Tutor or the acts or omissions of a Tutor (other than and to the extent that any losses arise directly from breach of these Tutor Terms by TK or by TK’s negligence); and
14.2.2 any and all claims, complaints or legal proceedings instigated by a Client against TK relating to the Tutoring Services.

15. LIMITATION OF LIABILITY

15.1 You agree that subject to clause 15.3 and 15.4, We shall in no circumstances be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from Your use of the Site or the TK Services.
15.2 Our liability to You whether in contract, tort or otherwise shall in no circumstances exceed the total TK Payments earned by TK in respect of Tutoring Services provided by You using the TK Service and Site in the twelve (12) months preceding the date on which such liability arose.
15.3 Nothing in the agreement limits any liability which cannot legally be limited, including but not limited to liability for:
15.3.1 death or personal injury caused by negligence;
15.3.2 fraud or fraudulent misrepresentation; and
15.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
15.4 Except as expressly set out in this Agreement, TK gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.

16. DISPUTES

16.1 Negative feedback (rating of 1, 2 or 3 out of 5) reported to TK by Clients via the Site may be investigated.
16.2 The parties agree that they shall attempt in good faith to resolve any Dispute or claim promptly through negotiations between You and an officer of TK.

TK 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. TK 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 TK.

16.3 During the Term of Engagement, You must inform TK immediately if You become aware of any Dispute or potential Dispute between a Client and You and/ or TK in connection with the provision of the Tutoring Services.
16.4 You agree to cooperate fully with TK in resolving any Dispute with a Client.
16.5 TK reserves the right to suspend Your Account in accordance with clause 13.1 while an investigation is conducted.
16.6 Your Account may be reactivated once an investigation has been completed.
16.7 In the event of a Dispute prior to receipt of Tutor Fees, TK reserve the right to withhold Tutor Fees in accordance with clause 7.3 until the Dispute has been resolved.
16.8 The outcome of any Dispute instigated by a Client is entirely at the discretion of TK (acting reasonably).

17. GENERAL

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

TK may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Tutor Terms.

17.2 Enforceability: If any one or more of the provisions of these Tutor Terms should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired and the parties shall amend these Tutor Terms to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.
17.3 Entire Agreement: These Tutor Terms together with our Privacy Policy, the Cookie Policy and the Terms of Service constitutes the entire agreement between You and TK in relation to Your use of the Site and the Services and supersedes any prior representations, inducements or agreements relating to its subject matter.

Each of the parties acknowledge and agree that in entering into the terms of this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement other than as expressly set out in this Agreement.

17.4 Status: The Tutor and TK are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created and neither shall have any authority to bind the other in any way.

This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Tutor shall be fully responsible for any income tax, national insurance and social security contributions.

17.5 TK keep our Terms under regular review.