biology academy

2. Term

2.1 The Agreement shall commence when the Customer completes and submits the online Services Registration.

2.2 Each Services Registration shall create a distinct contract under these Terms and Conditions.

2.3 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 11 or when the Service ends.

3. Platform Use

3.1 The Supplier grants the Customer permission to use the Platform by means of a web browser for the purposes of using the Services.

3.2 The permission granted by the Supplier to the Customer under Clause 3.1 is subject to the following limitations:

(a) the Platform may only be used by individuals over the age of 18 or individuals under the age of 18 with permission from a legal guardian;

(b) Platform Accounts may only be used by those individuals named on the Account and those names must be real and accurate; and

(c) the Platform may only be used for tutoring and tutoring support services.

3.3 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the permission granted to the Customer under Clause 3.1 is subject to the prohibitions that the Customer must not:

(a) sub-license its right to access and use the Platform;

(b) permit any unauthorised person or entity to access their Account; or

(c) make any alteration to the Platform, except as permitted in the Help Centre.

3.4 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Platform using their Account and must notify the Providers immediately if they become aware of any unauthorised use of their Account.

3.5 The Supplier shall use reasonable endeavours to maintain the availability of the Platform to the Customer at the gateway between the public internet and the network of the hosting services provider for the Platform, but does not guarantee 100% availability.

3.6 The Supplier shall use reasonable endeavours to keep the Platform free from defects, errors and bugs.

3.7 The Customer must ensure that their computer system and internet connection meet all the technical specifications necessary to use the Platform and Services.

3.8 The Customer’s conduct on the Platform must:

(a) be appropriate and consistent with generally accepted standards of etiquette and behaviour in the tutoring and teaching industries;

(b) be courteous and polite to other users of the Platform;

(c) not involve contacting an excessive number of other Customers or sending an excessive number of messages;

(d) not be offensive, insulting, deceptive, hostile, threatening, abusive, harassing, hateful, discriminatory or inflammatory; and

(e) not cause annoyance, inconvenience or needless anxiety.

3.9 The Customer must not use the Platform:

(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful, or in connection with any such activity;

(b) in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform;

(c) for any regulated actively;

(d) to conduct any systematic or automated data collection activity, via or in relation to the Platform;

(e) to conduct (or request that any other person or entity conduct) any load testing or penetration testing; or

(f) in any way (or promote the Platform in any way) which is liable to result in the blacklisting of any IP addresses or domains being used by the Platform.

3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Agreement.

3.11 The Customer must not share any contact details with any other Customers unless mutual consent is verified by the individuals concerned, over the age of 18 or individuals under the age of 18 with permission from a legal guardian . This includes but is not limited to email addresses, telephone numbers, message service identifiers, VoIP identifiers, websites, online whiteboards, online collaboration tools, file sharing services, tutoring agencies, organisations or any other software or devices that allow communication.

3.12 The Platform allows Students to:

(a) access Lessons;

(b) submit assignments; and

(c) make payments which are invoiced directly via email.

4. Customer Data

4.1 The Providers shall process Customer Data in accordance with the Privacy Policy.

4.2 Customer data must not:

(a) be untrue, false, inaccurate or misleading;

(b) be libellous or maliciously false;

(c) be obscene, indecent or inappropriate for children;

(d) constitute or contain spam, which for these purposes shall include all marketing and unsolicited communications;

(e) constitute a breach of racial or religious hatred or discrimination legislation;

(f) constitute negligent advice or contain any negligent statement;

(g) link to any material or site that could breach the provisions of these Terms and Conditions;

(h) contain any legal, financial or medical advice;

(i) contain any advice which could cause death, illness, personal injury, damage to property, or any other loss or damage;

(j) contain or consist of viruses, worms, spyware, adware or any other software or technologies that will or may have a material negative effect upon the performance of the Platform or a Customer’s computer, or introduce material security risks;

(k) be illegal or unlawful;

(l) infringe any person's legal rights or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law);

(m) constitute a breach of any contractual obligation owed to any person or entity;

(n) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(o) infringe any right of confidence, right of privacy or right under data protection legislation;

(p) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(q) be in contempt of any court, or in breach of any court order; or

(r) have ever been the subject of any threatened or actual legal proceedings or other similar complaint.

5. Support

5.1 The Providers shall provide Support to the Customer and such services shall be subject to this Clause 5.

5.2 The Customer will have access to a Help Centre via an exclusive Facebook group which contains support materials for using the Platform and Services and which allows, where applicable, the requesting and receiving of Support from the Supplier.

5.3 The Customer will have access to a messaging system via Facebook Messenger for the purposes of requesting and where applicable receiving Support from the Agency.

5.4 The Providers shall provide Support with reasonable skill and care and shall respond promptly to requests for Support made by the Customer.

6. Fees

6.1 The Customer shall pay any applicable Fees to the Providers in accordance with these Terms and Conditions.

6.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes (VAT).

6.3 The Providers may elect to vary any element of the Fees by giving to the Customer not less than 30 days' written notice of the variation.

6.4 If the Customer does not pay any applicable Fees due to the Providers under these Terms and Conditions, the Providers may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month);

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and

(c) suspend the provision of the Platform.

7. Data protection

7.1 The Providers shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

7.2 The Customer warrants to the Providers that it has the legal right to disclose all Personal Data that it does in fact disclose under or in connection with the Agreement.

7.3 The Customer shall only supply to the Providers, and the Providers shall only process, in each case under or in relation to the Agreement, the Personal Data specified in the Privacy Policy; and the Providers shall only process the Customer Personal Data for the purposes specified in the Privacy Policy.

7.4 The Providers shall ensure that all persons and organisations with access to the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.5 If any changes or prospective changes to the Data Protection Laws result or will result in any party not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then all parties shall use their best endeavours to promptly agree such variations to the Agreement as may be necessary to remedy such non-compliance.

7.6 The Customer warrants to the Providers that any Personal Data of another user made available to them via their Account, will not be removed or copied from the Platform.

8. Warranties

8.1 The Customer warrants to the Providers that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

8.2 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

8.3 The Customer warrants to the Providers that it has the legal right to use the Platform and Services in their country of residence.

9. Acknowledgements and warranty limitations

9.1 The Customer acknowledges that:

(a) complex software is never wholly free from defects, errors, bugs or security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Supplier gives no warranty or representation that the Platform will be wholly free from defects, errors or bugs or will be entirely secure;

(b) the Platform is designed to be compatible only with that software and those systems specified as compatible and the Supplier does not warrant or represent that the Platform will be compatible with any other software or systems;

(c) the Providers are not responsible for and have no obligation to provide support for technical issues in the Supplier’s software involving a Customer based in a country which blocks or restricts VoIP (voice over internet protocol);

(d) the Providers will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Platform; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Providers do not warrant or represent that the Platform or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person;

(e) the Providers may actively monitor the use of the Platform and its content and that all communications which occur may be recorded for safeguarding, and that these recordings may include audio and video streams as well a presentation stream, which may be stored privately on secure servers and in the unlikely event of a dispute or safeguarding issue they may be accessed by the Providers in order to resolve the dispute and protect the parties involved;

(f) the recorded communications listed in section 9.1 (e) may also be published on the Platform solely for the purposes of students to access missed learning or for revision purposes;

(g) the Supplier does not guarantee the availability of the recording of any Lesson, and for any recording which is available does not guarantee the inclusion, integrity or clarity of any audio, video or presentation stream; and

(h) the Supplier is not a tutoring agency, does not act as an agent for any user and does not provide any tutoring; the Supplier provides software and payment services for use by the Agency, Students, Guardians and Tutors and all tutoring agency services are provided by the Agency.

10. Limitations and exclusions of liability

10.1 Nothing in these Terms and Conditions will limit or exclude any liability:

(a) for death or personal injury resulting from negligence;

(b) for fraud or fraudulent misrepresentation; and

(c) or statutory rights in any way that is not permitted under applicable law.

10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in these Terms and Conditions are subject to Clause 10.1; and govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

10.3 The Providers will not be liable to the Customer in respect of any:

(a) losses arising out of a Force Majeure Event;

(b) loss of profits or anticipated savings;

(c) loss of revenue or income;

(d) loss of business, contracts or opportunities;

(e) loss or corruption of any data, database or software;

(f) special, indirect or consequential loss or damage; or

(g) examination grades, assignment results or achievement of any other accreditation or goal.

11. Termination

11.1 The Providers or Customer may terminate the Agreement by giving to the other party at least 14 days' written notice of termination.

11.2 The Providers or Customer may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

11.3 The Providers may terminate the Agreement without notice if the Customer has not logged into their Account for a period of more than 4 weeks.

11.4 The Providers may terminate the Agreement immediately if:

(a) the Customer dies;

(b) as a result of illness or incapacity, the Customer becomes incapable of managing his or her own affairs; or

(c) the Customer is the subject of a bankruptcy petition or order.

12. Effects of termination

12.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.10, 7.1, 10, 12, 14 and 15.

12.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of any party.

12.3 Within 30 days following the termination of the Agreement for any reason: the Customer must pay to the Providers any Fees which were owed before the termination of the Agreement; and the Providers must pay to the Customer any Earnings which were owed before the termination of the Agreement, without prejudice to the parties' other legal rights.

13. Notices

13.1 Any notice from one party to the other party under these Terms and Conditions must be given by the following method:

(a) sent by email to the email address specified on the Customers Account or to the email address specified in the Providers' communication, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

14. General

14.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Providers to the Customer, or from the Customer to the Providers.

14.2 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.

14.3 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.

14.4 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.5 The Providers may make changes to the Agreement from time to time but must take reasonable steps to bring any material changes to the attention of the Customer. If the Customer does not agree to any changes made they have the right to terminate the Agreement.

14.6 The Customer hereby agrees that the Providers may assign their contractual rights and obligations under the Agreement to any successor to all or a substantial part of the businesses of the Providers from time to time providing that such action does not serve to reduce the guarantees benefiting the Customer under the Agreement. The Customer must not without the prior written consent of the Providers assign, transfer or otherwise deal with any of the Customers' contractual rights or obligations under the Agreement.

14.7 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

14.8 Subject to Clause 10.1, a Services Registration, together with these Terms and Conditions and Policies, shall constitute the entire agreement between Customer and Providers in relation to the subject matter of that Services Registration, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

14.9 The Agreement shall be governed by and construed in accordance with English law.

14.10 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

15. Interpretation

15.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

15.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

15.3 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

15.4 In these Terms and Conditions the terms "written" and "in writing" shall include electronic written communication including email, the Platform messaging system and the Platform Help Centre.

Student Policy

1. Introduction

1.1 This Student Policy sets out the additional rules governing Student Accounts and the use of the Platform and Services as a Student.

1.2 Students under 18 years of age must have permission from a legal guardian before registering a Student Account on the Platform. If any Student under 18 years of age arranges for a parent or legal Guardian to register a Student Account on their behalf then that parent or legal Guardian shall be included in the term “Student” for the purposes of this Policy.

1.3 References in this Policy to "you" are to any Student using the Platform (and "your" should be construed accordingly); and references in this Policy to "us" are to the Providers (and "we" and "our" should be construed accordingly).

1.4 The Student and their legal guardian confirms that the Student is fully able to participate in Services and Lessons without undue risk.

2. Lessons

2.1 All Lessons and Services should be accessed directly via the Platform.

2.2 Any Lesson arrangements you make are your responsibility to fulfil. Lessons cannot be cancelled or rearranged without written agreement by the Provider.

2.3 All online Lessons and Services must be conducted on the Platform or using a 3rd party Supplier like Zoom.

2.4 All Lessons and Services are billed as per agreed on the selected payment plan at registration.

3. Lesson Billing

3.1 By entering this agreement you agree to pay the Provider’s fee as agreed and selected during registration.

3.2 Billing will occur automatically at the intervals, if applicable , agreed upon and selected during registration.

3.3 If the automatic billing for any Lesson is incorrect it may be adjusted and corrected manually by the Provider only.

3.4 If you miss an arranged Lesson or fail to complete the tasks outlined in the Services, the Provider has no obligation to refund monies paid or amend monies owed.

4. Billing Disputes

4.1 If there is a dispute between you and the Provider regarding any aspect of the billing, you must report this to the Providers in the first instance, as soon as possible.

4.2 The Providers will do their utmost to resolve any disputes or issues in a reasonable and fair manner. The decision made by the Providers on billing dispute matters is final and you accept that the Providers have the right to change the billing for any Lessons or Services you have received, provided there is reasonable grounds to do so and a full explanation is given.

5. General

5.1 You must inform the Providers immediately if at any point you have any safeguarding concerns.

5.2 You may be required to submit and confirm information in relation to yourself and the tutoring arrangements you have made with a Provider. You agree to supply such information if required.

5.3 You acknowledge that the Providers have access to the Personal Data stored on your Platform Account.

5.4 You acknowledge that the Supplier (Thinkific) is not a tutoring Agency and does not act as an agent for any Tutor. The Supplier provides the Platform software, payment system (Stripe) whereas the Services are provided by the Agency.

5.5 You acknowledge that all Tutors work on a self-employed and freelance basis and they are solely responsible for their own actions, both on and off the Platform.

6. Account Closure

6.1 Your Platform Account may be closed if you:

(a) fail to reply to messages;

(b) fail to attend arranged Lessons;

(c) refuse to make Lesson Payments when requested;

(d) repeatedly cause billing disputes;

(e) contact an excessive number of Tutors or send an excessive number of messages;

(f) do not log in to your Account for more than 4 weeks;

(g) request it by contacting the Providers; or

(h) breach the Agreement.