Terms & Conditions

Terms of Service

Thank you for expressing an interest in contributing to the improvement of the user experience on www.study-cloud.org (the ‘Site’). These terms incorporate our Privacy Policy and Cookie Policy and the Tutor Policy and/ or the Client Policy (where applicable) by this reference (collectively called the ‘Licence’). Unless otherwise indicated all definitions in the Client Policy and the Tutor Policy shall apply to this Licence. STUDYCLOUD, herein referred to as ‘STUDYCLOUD’ or ‘We’ set out the following terms and conditions upon which STUDYCLOUD offers a user i.e. the person visiting the Site herein referred to as ‘You’ and ‘Your’ a licence to use the Site and the Services.

STUDYCLOUD and STUDYCLOUD.co.uk are the trading names of STUDYCLOUD Limited.

By using any of the Services and the Site, You expressly agree to be bound by this Licence and all applicable laws and regulations governing the Site and the Services. The Licence forms a legally binding agreement between You and STUDYCLOUD in relation to Your use of the Site and/ or the Services and applies to all users of the Services whether registered or not on the Site and who may also be contributors of UGC posted on the Site.

You should read the Licence carefully and ensure that You understand the effect before proceeding to use the Site and/ or the Services. If You disagree with any part of the Licence, do not use the Site for the purpose of the Services. If You violate the Licence, STUDYCLOUD may terminate Your use of the Site, bar You from future use of the Site, and/or take appropriate legal action against You. STUDYCLOUD reserves the right to change the terms of this Licence at any time without notice, effective immediately upon posting on the Site. Please check this page of the Site periodically. You agree that STUDYCLOUD will treat Your use of the Site and/ or the Services as acceptance of the terms of this Licence going forward including Your continued use subsequent to any changes being posted on the Site.

1. LICENCE

When using the Site and the STUDYCLOUD Services, You grant STUDYCLOUD and the Tutor or Client the IP Licences set out in Your Client Policy or Tutor Policy respectively.

2. STUDYCLOUD’S CONTENT ON THE SITE

With the exception of UGC submitted to the Site by You, all other content and the selection and arrangement of such content on the Site is either owned by or licensed to STUDYCLOUD (‘Content’), and is subject to copyright, trade mark rights, and other intellectual property rights of STUDYCLOUD and STUDYCLOUD’s licensors. Such Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on Content not uploaded or posted by You are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of STUDYCLOUD or, where applicable, STUDYCLOUD’s licensors. STUDYCLOUD and its licensors reserve all rights not expressly granted in and to their Content.

3. COPYRIGHT LICENCE

We will terminate the privileges of any user who uses this Site to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, users who submit UGC to this Site must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the user that they have used this Site as an instrument of unlawful infringement, We will terminate the infringing user’s rights to use and/or access this Site. We may, also in our sole discretion, decide to terminate a user’s rights to use or access the Site prior to that time if We believe that the alleged infringement has occurred.

4. CONDUCT

You agree to provide true and accurate information when using the Site. You may NOT use another person’s email address, Account details or the name of another individual when using this Site and agree to notify STUDYCLOUD immediately of any unauthorised use of Your email or any other breach of security. Although STUDYCLOUD cannot monitor the conduct of users off the Site, it is a violation to use any information obtained from this Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any user without their prior explicit consent.

5. PERMITTED USE OF THE SITE

You may view Site pages, download Site pages for caching purposes only, and print Site pages (excluding Site images). You agree that You are only authorised to visit, view and to retain a copy of pages of this Site for Your own personal non-commercial use.

6. GENERAL RESTRICTIONS ON USE

STUDYCLOUD grants You permission to access and use the Site and the Services subject to the following express conditions, and You agree that Your failure to adhere to any of these conditions shall constitute a breach of this Licence on Your part. You agree:

a. not to sell, license, rent, distribute or otherwise exploit any UGC or Content for any other purposes without the prior written consent of STUDYCLOUD or the respective licensors of the UGC or the Content;

b. not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of or parts of the Site or the Services, including but not limited to any UGC or Content, in any medium without STUDYCLOUD’s prior written authorisation, unless STUDYCLOUD makes available the means for such activity through functionality offered by the Services;

c. not to alter or modify any part of the Site or any of the Services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

d. not to access UGC or Content through any technology or means other than the Site itself or such other means as STUDYCLOUD may explicitly designate for this purpose;

e. not to access or attempt to access the Accounts of other Clients or Tutors or penetrate or attempt to penetrate STUDYCLOUD’s security measures;

f. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Site or the Services or features that (i) prevent or restrict use or copying of UGC or Content; or, (ii) enforce limitations on the use of the Services or the UGC or Content accessible via the Service.

g. not to use any area of the Site or the Services for any commercial purposes. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, marketing, solicitations, links, or any other form of communication. We will investigate and take appropriate legal action against anyone who breaches this provision, including without limitation, removing the offending communication from the Site and barring anyone breaching this provision from future use of the Site and the Services. We reserve the right to block access to this Site, or to cancel a reservation in respect of one or more pre-booked Online Lessons with respect to any person who is known or reasonably believed to be (or is associated with any person who is known or reasonably believed to be) acting unlawfully, or breaching these Terms, or infringing STUDYCLOUD’s rights. Breaching any terms on the Site will be deemed to be a breach of these Terms.

h. not to use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

i. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any user of the Site or the Services;

j. not to attack our Site via a denial-of-service attack or a distributed denial-of service attack.

By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use our Site will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access our Site. You should use Your own virus protection software.

7. PROHIBITED CONTENT

The following is a partial list of content which is illegal or prohibited on the Site. You agree that You will not submit any UGC to the Site that:

a. is patently offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

b. could be harmful to minors;

c. harasses or advocates harassment of another person;

d. involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;

e. promotes information that You know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

f. promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

g. contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);

h. displays pornographic or sexually explicit material of any kind;

i. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;

j. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

k. solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and,

l. engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.

8. PRIVACY AND CONFIDENTIALITY

This Licence incorporates our Privacy Policy and Cookie Policy by these references which apply in full to Your use of the Site and the Services.

9. AVAILABILITY AND SECURITY OF THE SITE

9.1 STUDYCLOUD does not warrant the validity and accuracy of information on the Site or the Services or that the Site is kept up-to-date. The Site and its content and the Services are delivered on an “as-is” and “as-available” basis. STUDYCLOUD shall use reasonable endeavours to ensure that the Site, the Services and any information it holds on You are kept secure. However, due to the nature of the internet, STUDYCLOUD does not represent or warrant to You that:

a. Your use of the Site and/ or the Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Site or any content, search or link on it;

b. Your use of the Services will meet Your requirements;

c. any information obtained or downloaded by You as a result of Your use of the Services will be accurate, reliable or free of viruses or contamination or destructive features;

d. Your shared UGC will not be used by a third party in various ways;

e. there will not be any defects in the operation or functionality of any software provided to You as part of the Services; and,

f. those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.

10. HYPERLINKS AND SEARCH RESULTS

The Site may contain hyperlinks or produce search results that reference or link to third party sites throughout the World Wide Web. These are provided for Your ease of reference only and STUDYCLOUD does not endorse such sites or accept any responsibility for the content of such sites and cannot therefore guarantee, represent or warrant that the content contained in the sites is accurate, legal and/or inoffensive or that they will not contain viruses or otherwise impact Your computer. By using the Site to search for or link to another site, You agree and understand that You may not make any claim against STUDYCLOUD for any damages or losses, whatsoever, resulting from Your use of the Site to obtain search results or to link to another site. STUDYCLOUD advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit.

11. SUSPENSION AND TERMINATION

11.1 You acknowledge that STUDYCLOUD has no obligation to monitor any UGC or other Content provided by third party users. You further understand and agree that in STUDYCLOUD’s sole discretion, and without prior notice, STUDYCLOUD may terminate its Licence with You and may therefore choose to suspend or terminate Your access to the Site and the Services at any time or exercise any other remedy available and modify or delete any unauthorised UGC, if STUDYCLOUD believes that the UGC You provided has violated or is inconsistent with this Licence or violated the rights of STUDYCLOUD or another STUDYCLOUD Member. Notwithstanding this, You are solely responsible for and bear the legal risk associated with such UGC anywhere in the world.

11.2 STUDYCLOUD may release user information about You if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.

11.3 You agree that monetary damages may not provide a sufficient remedy to STUDYCLOUD for violations of this Licence and You consent to injunctive or other equitable relief for such violations.

11.4 You acknowledge and agree that to improve the Site and/ or the Services, STUDYCLOUD may stop (permanently or temporarily) providing the Services (or any features within the Services) to You or to users generally at STUDYCLOUD’s sole discretion, without prior notice to You.

12. YOUR WARRANTIES

12.1 You represent and warrant that:

a. You have (and will continue to have whilst the UGC remains posted on the Site) all necessary licences, rights, consents, and permissions which are required to enable STUDYCLOUD to use or display Your UGC in the manner contemplated by the terms of this Licence;

b. You are happy to share Your UGC with other Clients and/ or Tutors as the case may be who access and/ or register on the Site to the extent required for the Services to be delivered as intended;

c. You will not post nor upload any UGC which contains material which is unlawful for You to possess, or which it would be unlawful for STUDYCLOUD to use or possess in connection with the provision of the Interactive Services;

d. the UGC that You submit to the Interactive 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 licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant STUDYCLOUD the licence referred to in clause 1 above;

e. You will comply in particular at all times with clauses 4, 5, 7 and 8 of this Licence relating to Conduct, General Restrictions on Use, Prohibited Content and Privacy and Confidentiality; and,

f. You will keep Your STUDYCLOUD Login details secure and confidential.

13. INDEMNITY

13.1 You agree that You are solely responsible for any breach of Your obligations under the Licence and for the consequences of any such breach.

13.2 You agree to indemnify and hold STUDYCLOUD harmless from any loss, liability, claim or demand, including reasonable legal fees, incurred by or asserted against STUDYCLOUD, arising out of or in connection with

a. any breach of the terms of this Licence (including the Privacy Policy and the Cookie Policy as duly incorporated) or breach of warranty by You or by Your acts or omissions;

b. any breach by a third party arising out of Your use of the Site and/ or the Services or by Your acts or omissions, including also Your use of the Site and/ or the Services to provide a link to another website or to upload UGC or other information to the Site (unless You have a formal licence or permission from the rightful copyright owner, or are otherwise legally entitled, to post the UCG in question and to grant STUDYCLOUD and the Tutor and/ or the Client the licences); and,

c. any breach resulting from Your non-authorised use, creation (and modification) of an Online Lesson Recording on or off the Site.

14. LIABILITY

14.1 Nothing in this clause 15 shall exclude or restrict STUDYCLOUD’s liability for:

a. fraudulent misrepresentations;

b. any liability where the law does not permit such exclusion of liability; and,

c. death or personal injury arising from negligence.

14.2 STUDYCLOUD shall not be in breach of any of its obligations under this Licence which arises or occurs due to the act, omission, default of You or Your failure to comply with any of Your obligations under this Licence.

14.3 Subject to clause 15.1, STUDYCLOUD shall not 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, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation suffered by You arising from Your use of the Site and/ or the Services or, any loss or damage which may be incurred by You as a result of:

a. any breach by You of this Licence or breach of warranty by You or the acts or omissions of You including Your use of or inability to use the Site and/ or the Services in accordance with the terms of this Licence;

b. any reliance placed by You on the completeness, accuracy or existence of any advertising;

c. any changes which STUDYCLOUD may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);

d. the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through Your use of the Services;

e. the availability of third party sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources; and

f. the acts, omissions and conduct of any third party users in connection with or otherwise related to Your use of the Site and/ or the Services.

14.4 The limitations on STUDYCLOUD’s liability to You in this clause 15 shall apply whether or not STUDYCLOUD has been advised of or should have been aware of the possibility of any such losses arising.

14.5 Except as expressly set out in this Licence, STUDYCLOUD gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.

15. ENTIRE AGREEMENT/ SEVERABILITY

This Licence incorporates our Privacy Policy and Cookie Policy and the Tutor Policy and/ or the Client Policy (where applicable) which together constitute the entire agreement between You and STUDYCLOUD in relation to Your use of the Site and/ or the Services and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of the terms constituting the Licence, the remaining terms shall remain valid and in force.

16. ASSIGNMENT

This Licence shall be personal to You and You may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without STUDYCLOUD’s prior written consent. STUDYCLOUD reserves the right to assign or transfer all or any of its rights and obligations under this Licence to any companies in the same group as STUDYCLOUD or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.

17. NO WAIVER

Failure by either STUDYCLOUD or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

18. THIRD PARTY RIGHTS

You may enforce the terms of this Licence in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the “Act”). Except as provided above, this Licence does not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.

19. LAW AND JURISDICTION

All of the terms in this Licence are governed by English Law and any disputes arising in relation to this Licence and/or the Site are subject to the exclusive jurisdiction of the English Courts.

We keep our statement under regular review. This statement was last updated on 22nd August 2016.

Back to top.

Client Policy

These terms and conditions, herein referred to as the ‘Client Terms’ set out the terms and conditions under which STUDYCLOUD, herein referred to as ‘STUDYCLOUD’ or ‘We’ grant to the Client, a licence to use STUDYCLOUD’s virtual online platform at www.study-cloud.org (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; and, to providing a platform from which Tutors can deliver Tutoring Services direct to Students who are registered on the Site (the ‘Agreement’).

STUDYCLOUD and STUDYCLOUD.co.uk are the trading names of STUDYCLOUD Limited.

In providing the Site and the STUDYCLOUD Services, STUDYCLOUD does not provide the Tutoring Services. To avail of the Tutoring Services, the Client enters in to a legally binding Contract with the Tutor which is separate and distinct from this Agreement. In these Client Terms, references to ‘You’ and ‘Your’ are references to the Client (i.e. the Student or Sponsor of which You may be just one or both) registered on the Site who may benefit from the Tutoring Services offered by Tutors by way of using the STUDYCLOUD Services provided by STUDYCLOUD. When You use the Site, the STUDYCLOUD Services and the Tutoring 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. This licence is a personal licence which may be revoked at any time.

1. YOUR AGREEMENT WITH STUDYCLOUD LIMITED

These Client Terms govern the activities of Clients in relation to Your use of the Site and the Services. By using the Site and the Services, You accept these Client Terms in full. STUDYCLOUD reserves the right to change the terms relating to these Client 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

Unless the contrary intention appears, the following definitions shall apply:

Account means the secure account(s) created by You, which holds Your personal information and from where You can access the Services via Your STUDYCLOUD Login.

Additional STUDYCLOUD Credits refers to STUDYCLOUD Credits that are credited to Sponsor’s Account by STUDYCLOUD as a result of e.g. the distribution of a Referral Discount Code, any offer, a goodwill gesture or similar gifting/ promotion. Such shall have no cash equivalent, shall not be refundable or capable of being withdrawn other than by means of a redemption in respect of Tutoring Services and shall expire six (6) months from issue.

Client means a person who is registered to use the STUDYCLOUD Site with a view to directly  entering into a formal contractual relationship with the Tutor for the provision of Tutoring Services, whether that be the Student and/ or (if under eighteen (18)), the Student’s Sponsor.

Client Fees means the amounts collected by STUDYCLOUD 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).

Confidential Information means any information which is imparted or obtained under this Agreement by STUDYCLOUD 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 STUDYCLOUD including, but not limited to information pertaining to Tutors, Tutor Correspondence, logging in, STUDYCLOUD correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of STUDYCLOUD 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 3.4.

Data Protection Legislation the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

Deemed Start Date means the date and time when payment of Client Fees are received by STUDYCLOUD.

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 STUDYCLOUD Services which is communicated to STUDYCLOUD 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 subject to immediate payment of STUDYCLOUD Credits from the STUDYCLOUD Wallet.

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).

Meet The Tutor Session is an optional unpaid interview between You and a potential Tutor of approximately fifteen (15) minutes duration which provides an opportunity for You to become acquainted with Your Tutor, to discuss your specific learning requirements and/ or concerns and to assess their suitability to deliver Tutoring Services to You. There is no obligation to book or pay for further Tutoring Services. Please note we do not require Tutors to attend these sessions and some Tutors may be unavailable for Meet The Tutor Sessions.

STUDYCLOUD Credit(s) represents the pre-paid credits deposited in the STUDYCLOUD Wallet with which the Tutoring Services can be purchased from the Tutors on the Site upon redemption. One (1) STUDYCLOUD Credit represents one (1) pound sterling.

STUDYCLOUD Credit Redemption Notice as per clause 3.5

STUDYCLOUD Credit Top-Up Prompt as per clause 3.7.

STUDYCLOUD Login refers to Your unique username and password.

STUDYCLOUD Services includes the provision of an online platform i.e. a website whereupon STUDYCLOUD provides an online marketplace for Clients to contact Tutors. STUDYCLOUD do not provide the Tutoring Services but do facilitate their provision by Tutors to Clients via the Site. The STUDYCLOUD Services further include a database of Tutors, back office support including customer services, billing, website and IT services including the use of the virtual Online Lesson Space.

STUDYCLOUD Tools refers to the minimum requirements for using and accessing the Tutoring 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.

STUDYCLOUD Wallet refers to the online electronic wallet which holds Sponsor’s STUDYCLOUD Credits that can be redeemed against the purchase of Tutoring Services on the STUDYCLOUD Site.

STUDYCLOUD Wallet Quota as per clause 3.7.

Service Fee a per transaction booking fee charged to Client when booking an Online Lesson session. This is paid either when booking an Online Lesson or purchasing credits to be used to book an Online Lesson session

Recordings refer to the recording of any Online Lesson 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 STUDYCLOUD may provide to registered Sponsors to pass on to new prospective Sponsors of potential Students, the value of which can be redeemed against the first Tutoring Service ordered as described in clause 3.9.

Refund Request Notification refers to the email Sponsor must send to STUDYCLOUD to request a refund of the funds held in the STUDYCLOUD Wallet by way of STUDYCLOUD Credits as referred to at clause 3.8.

Selection Criteria means the selection criteria as set out on the Site.

Selection Process refers to the process determined by STUDYCLOUD from time to time whereby Tutors may be selected to offer Tutoring Services to Clients by accessing and using the Site and the STUDYCLOUD Services.

Services refer to both the STUDYCLOUD Services and the Tutoring Services provided by the Tutor.

Sign Up means registering on the Site as a Sponsor and/ or Student as per clause 3.1

Site means a website owned and managed by STUDYCLOUD including www.study-cloud.org.

Sponsor means the individual contracting on behalf of the Student with STUDYCLOUD and the Tutor for the provision of the STUDYCLOUD Services and the Tutoring Services e.g. a Parent/ Guardian/ Carer or other person (or the same person as the Student if they are over eighteen (18) years old) with responsibility for the Student and/ or the payment of the Client Fees.

Student means a person receiving the Tutoring Services via STUDYCLOUD delivered by a Tutor.

Tutorial(s) refers to the online pre-booked tutoring session which is booked by a Client 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 Online Lessons 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 applied and been selected to join the STUDYCLOUD community of Tutors who wish to carry out Tutoring Services using the STUDYCLOUD 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 STUDYCLOUD and a Tutor.

VAT means value added tax chargeable under English law for the time being and any similar additional tax.

Written Notice means any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or by sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Client) the address submitted during the Sponsor’s Account Sign Up (as defined below) and (in the case of STUDYCLOUD), the registered address.

3. CLIENT REGISTRATION & STUDYCLOUD SERVICES

3.1 There is a two-step approach to initially signing up to the Site. As a Student under eighteen (18) years of age, You need to register and provide us with Your name and email address and the Student’s Sponsor also needs to register and provide us with a name and contact email address. Sponsors shall be responsible for managing the provision of all elements of Tutoring Services on behalf of Students including but not limited to being responsible for paying Client Fees, requesting refunds, purchasing STUDYCLOUD Credits, receiving email communications from STUDYCLOUD, making referrals by way of distributing Referral Discount Codes receiving Additional STUDYCLOUD Credits in to the STUDYCLOUD Wallet etc (‘Sponsor Responsibilities’). If You are a Student who is over eighteen (18) years of age and You do not have a Sponsor, You will be required to register twice as both Sponsor and Student. With Your Sponsor hat on, You must manage the aforementioned Sponsor Responsibilities on behalf of yourself as the Student (‘Sign Up’).

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 STUDYCLOUD 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 STUDYCLOUD immediately by email to [email protected] of any unauthorised use of Your Account of which You become aware (with “IMPORTANT – PASSWORD” in the subject line). 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.

3.3 Once You have secure logins to the STUDYCLOUD 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’). Completing Registration will give You access to protected areas of the Site. You can proceed to select potential Tutors by reviewing their personal résumés, and viewing their introductory video. If applicable, you may read Client Ratings from others who have previously been a Client of that Tutor.

3.4 You have the option to book a Meet The Tutor Session. If You decide thereafter to make a booking, the first Online Lesson can be arranged during Your Meet The Tutor Session or via Tutor Mail. When You book Your Online Lesson 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. Payment can only be made from the Sponsor’s Account. Clients can request single Online Lessons or sets of Online Lessons with a Tutor.

3.5 Clients can purchase Tutoring Services on a pay-as-you-go basis or by purchasing STUDYCLOUD Credits. The price and conversion of STUDYCLOUD Credits can be found here. One (1) STUDYCLOUD Credit represents one (1) pound sterling. STUDYCLOUD Credits are held in the Client’s STUDYCLOUD Wallet and can be redeemed against the purchase of Tutoring Services from a Tutor. Provided that You have sufficient STUDYCLOUD Credits in Your STUDYCLOUD Wallet, the requisite number of STUDYCLOUD Credits payable shall be deducted from Your STUDYCLOUD Wallet automatically upon the booking of an Online Lesson and the balance of STUDYCLOUD Credits in Your STUDYCLOUD Wallet shall be reduced accordingly. When Tutoring Services are paid for by using STUDYCLOUD Credits from Your STUDYCLOUD Wallet, Sponsor will receive notification of this by email (‘STUDYCLOUD Credit Redemption Notice’).

3.7 In the event that Your STUDYCLOUD Wallet contains no STUDYCLOUD Credits or insufficient STUDYCLOUD Credits, We will send You notice of this (‘STUDYCLOUD Credit Top-Up Prompt’).

3.8 You may request a refund for unused STUDYCLOUD Credits in Your STUDYCLOUD Wallet (excluding any Additional STUDYCLOUD Credits as defined which shall have no cash equivalent and shall not be refundable or capable of being withdrawn other than by means of a redemption in respect of Tutoring Services) at any time. You must provide Your request by email to [email protected] and include all Your bank details i.e. Your full name, sort code and account number (‘Refund Request Notification’). Your refund shall be made within fourteen (14) days of STUDYCLOUD’s receipt of Your Refund Request Notification which will then be subject to the timescales imposed by Your banking clearing systems. Refunds shall only be provided in respect of STUDYCLOUD Credits purchased less than six (6) months prior to the Refund Request Notification. For the avoidance of doubt, no refunds shall be permitted in respect of STUDYCLOUD Credits purchased more than six (6) months prior to the Refund Request Notification.

3.9 Referral Discount Code: An existing Sponsor (the ‘Referring Sponsor’) can provide to new prospective Sponsors of new prospective Students, a Referral Discount Code, which will entitle the new prospective Sponsor to a discount on the first Online Lesson ordered by the newly registered Sponsor. Once this first Online Lesson is successfully completed, the Referring Sponsor will automatically receive Additional STUDYCLOUD Credits in to the STUDYCLOUD Wallet to the equivalent sum of the discount given to the newly registered Sponsor. These Additional STUDYCLOUD Credits have no cash value, cannot be refunded and expire within six (6) months of issue (‘Lifespan’). The Referral Discount Code can be distributed by the Referring Sponsor for an unlimited number of times and used by an unlimited number of newly registered Sponsors but the Additional STUDYCLOUD Credits that can be accrued by the Referring Sponsor in respect of any one Referral Discount Code is capped at one hundred (100) Additional STUDYCLOUD Credits.

3.10 STUDYCLOUD reserves the right to change any element of the Referral Discount Code such as the amount of discount given, the Lifespan as well as the number of Additional STUDYCLOUD Credits awarded to the Referring Sponsor. Further, STUDYCLOUD reserves the right to amend any promotion at any time which may affect the distribution of Additional STUDYCLOUD Credits.

3.11 STUDYCLOUD reserves the right to suspend or terminate Your ability to purchase Tutoring Services at any time and for any reason without liability to STUDYCLOUD. Where terminated, Your STUDYCLOUD Login and Account shall be deactivated. STUDYCLOUD reserves the right to terminate after a six (6) month long continuous period of inactivity which means that You will no longer be permitted to use the STUDYCLOUD Services to purchase Tutoring Services via the Site. You will not be permitted to re-access the Site and the STUDYCLOUD Services without STUDYCLOUD’s express written permission and any terms intended to survive termination including clause 7.6 shall continue.

4. CLIENT OBLIGATIONS

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

a. to provide all service, telephony and/or other fees and costs associated with Your access to and use of the Services;

b. to obtain and maintain all STUDYCLOUD Tools to use and access the Services in accordance with the clauses 5.3, 5.4 and 5.5. Any problem concerning a technical issue regarding a Client’s personal computer or internet service provider is not the responsibility of STUDYCLOUD. You must use a headset and microphone (not loudspeakers) which must be plugged in and fully configured;

c. to procure, maintain and pay for the latest available version of security software to protect against the transmission of viruses and other computer malware during Your access to and use of the Services;

d. to provide promptly and give to the Tutor all such information as they may reasonably require in connection with the provision of the Services;

e. to notify STUDYCLOUD immediately should the Student become incapacitated in any way and unable to attend Your Online Lesson. STUDYCLOUD can notify any Tutor on Your behalf if You have not already done so;

f. to be solely responsible in assessing the suitability of a Tutor to deliver the Tutoring Services and the accuracy of their stated credentials, expertise, references, CRB/DBS (where applicable). CRB/DBS is self-certified by the Tutor and is not verified, validated or checked by STUDYCLOUD and any qualifications;

g. to contact a Tutor via Tutor Mail and STUDYCLOUD instant messaging facility via the Site only. Other means of communication is prohibited;

h. not to act as an agent to promote the services or opportunities of a company; and,

i. 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. STUDYCLOUD OBLIGATIONS

5.1 STUDYCLOUD agrees to:

a. provide the STUDYCLOUD Services with all due care, skill and ability and in a timely manner and in the best interests of the Client and the Tutor;

b. devote as much time to the provision of the STUDYCLOUD Services as may be necessary for their proper performance;

c. provide promptly and give to the Client all such information as they may reasonably require in connection with the provision of the STUDYCLOUD Services.

5.2 As an online service, STUDYCLOUD 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. STUDYCLOUD makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Site and/or the STUDYCLOUD Services.

5.3 You are solely responsible for validating the interoperability and proper functioning of the STUDYCLOUD Tools during the Meet the Tutor Session and for undergoing troubleshooting where necessary. See the FAQs provided on the Site relating to ‘Technical’ questions about the Online Lesson Space which offer access to a technical guidance which may assist You. This includes information relating to the minimum system requirements.

5.4 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. STUDYCLOUD uses all reasonable endeavours to make the Services available to all and where this is not possible for any reason whatsoever, STUDYCLOUD shall not be responsible nor liable to You as a result including for 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:

a. resultant feedback (echos), audio break-ups, video or sound delays;

b. Your failure to use and configure the prescribed headset and microphone;

c. 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 an Online Lesson due to fluctuations or insufficient bandwidth and under such circumstances, You agree that the Online Lesson shall continue without video and confirm that this is acceptable to You in all circumstances. For the avoidance of doubt, You will not receive a full or partial refund for bandwidth-related interferences from the Tutor.

6. CLIENT FEES

6.1 Tutor authorises STUDYCLOUD and its agents on Tutor’s behalf to accept any credit or debit cards or other forms of payment approved by STUDYCLOUD in connection with the provision of the Tutoring Services via the Site including Mastercard, Visa and Maestro debit cards.

6.2 Tutor authorises STUDYCLOUD on Tutor’s behalf to charge and collect the face value of each Online Lesson at the current rates provided on the Site from Clients.

6.3 Client shall pay to STUDYCLOUD the Client Fees by any means made available via the Site from time to time. Your Tutor will not be VAT registered and will not charge You VAT for the Tutoring Services.

6.4 All prices relating to Tutoring Services are reviewable by STUDYCLOUD and shall become effective immediately upon posting on the Site and will be applicable to all bookings made after such posting.

6.5 Tutors are self-employed under any given Contract and engaged by You to provide the Tutoring Services. Tutors and Clients do not have the power to bind STUDYCLOUD in any way in respect of the obligations of the one to the other.

7. CONDUCT AND FRAUD

7.1 You may only access the Site and use the Services for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to Your use of the Services.

7.2 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 Online Lesson.

7.3 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. A violation of this Agreement may lead to a suspension of Your Account. Notwithstanding this clause, it is understood that STUDYCLOUD will pass Your name on to Your Tutor and You hereby forfeit Your privacy and anonymity under these Client Terms to the extent necessary to utilise the Services.

7.4 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.

7.5 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. We may terminate any Online Lesson where we consider, in our sole discretion, that You are uploading or otherwise transmitting inappropriate content. Without limiting the foregoing, we have the right to remove any UGC that violates these Client Terms or is otherwise, in STUDYCLOUD’s sole opinion, objectionable.

7.6 You shall not, without the prior written consent of STUDYCLOUD, 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 STUDYCLOUD 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 STUDYCLOUD.

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:

a. to STUDYCLOUD, 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 STUDYCLOUD Services, including without limitation the reproduction and sale of the UGC, or any part of it, and products incorporating the same for use by any person anywhere in the world including promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels;

b. to each user of the Services whether registered as a Tutor or Client or not, a worldwide, non-exclusive, perpetual, royalty-free license to access Your UGC through the Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the Services and under the terms of this Agreement.

“Publicly accessible” areas of the Site are intended by STUDYCLOUD to be those parts of the Site that are available to all of those visiting the Site whether registered on the Site or not.

8.2 You acknowledge that all Online Lessons and Instant Help Sessions that You participate in may be recorded and You agree to the storage and use of such Recordings by STUDYCLOUD.

8.3 You agree that any UGC You contribute to Online Lessons 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 8.1a and 8.1b.

8.4 All Intellectual Property Rights in all Materials produced by the Tutor pursuant to the performance of the Tutoring Services shall be the property of the Tutor.

8.5 The Intellectual Property Rights contained on the STUDYCLOUD Site cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without STUDYCLOUD’s written permission. You acknowledge that all Intellectual Property Rights in and relating to STUDYCLOUD are owned by STUDYCLOUD or STUDYCLOUD’s licensors.

9. CANCELLATIONS, RESCHEDULING, NO-SHOW

9.1 This clause shall not apply to any cancellation or termination of an Online Lesson under clause 13.2.

9.2 You confirm and agree that the Tutor will have reserved a time slot and use of the online virtual Online Lesson Space and You therefore acknowledge and agree that the Tutoring Services shall commence on the Deemed Start Date and You hereby waive Your statutory cancellation rights to the extent possible pursuant to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulations”) and agree for the Services to start on the Deemed Start Date. For the avoidance of doubt, prior to payment of Your Client Fees being received by STUDYCLOUD (which must be as soon as possible prior to the start time and date of the Online Lesson), a Client shall be entitled to cancel the Tutoring Services ordered. Once payment of Client Fees has been made by the Client, in the event that the Client wishes to cancel the Tutoring Services ordered, the following cancellation provisions shall apply:

a. if cancelled or rescheduled within twenty-four (24) hours of the Online Lesson start date and time, You shall forfeit 100% of the Client Fees payable; or, b. if cancelled in excess of twenty-four (24) hours prior to the Online Lesson start date and time, You will be offered either:

i. a re-scheduled Online Lesson; or failing agreement on that, ii. Your STUDYCLOUD Wallet will be credited with the full equivalent amount of the STUDYCLOUD Credits.

9.3 All Online Lesson cancellations (and any refund requests or requests to re-schedule) must be made directly via the Site and in writing to [email protected] (with “IMPORTANT – CANCELLATION REQUEST” or like message in the subject line) (“Cancellation Notification”). A refund granted under clause 9.2b(ii) by way of STUDYCLOUD Credit shall be subject to You following the notification process in this clause 9.3 in all circumstances.

9.4 If You simply do not show up to Your Online Lesson and You do not notify us, You will not be entitled to a refund in whole or in part under any circumstances.

9.5 Where there has been a Cancellation Notification of an Online Lesson by a Client pursuant to clause 9.2b(ii), the equivalent Client Fees shall be credited back to Your STUDYCLOUD Wallet in the form of STUDYCLOUD Credits within three (3) days of receipt of Your Cancellation Notification.

10. RATINGS AND FEEDBACK

10.1 It is a feature of the Site and the STUDYCLOUD Services that the Client will leave Client Ratings.

10.2 During the last five (5) minutes of an Online Lesson 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. Whether such feedback is complimentary or more akin to a Dispute, STUDYCLOUD will have full discretion as to whether they inform the other of such feedback. Where deemed necessary, STUDYCLOUD is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, STUDYCLOUD is entitled to suspend the STUDYCLOUD 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 Act 1998 (the ‘1998 Act’)) processed by STUDYCLOUD 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). These Client Terms incorporate STUDYCLOUD’s Privacy Policy and Cookie Policy by this reference.

11.2 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 in an attempt to initiate contact with one or more potential Tutors. You understand that by accepting these Client Terms, You agree that STUDYCLOUD and the Site are not responsible for any advice or information given by a Tutor who a potential Client elects to initiate communication with and that by releasing any of Your Personal Data, it is understood that You hereby forfeit Your privacy and anonymity under these Client Terms to the extent necessary to utilise the Services.

12. DISPUTES

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

12.2 During any given Contract, You must inform STUDYCLOUD immediately and in any event, within twenty-four (24) 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.

12.3 You agree to cooperate fully with STUDYCLOUD in resolving any Dispute with a Tutor.

12.4 STUDYCLOUD 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.

12.5. The consequence of any investigation instigated by You or a Tutor is entirely at STUDYCLOUD’s discretion.

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 STUDYCLOUD has no objections to the continuance of an existing Contract.

13.2 STUDYCLOUD reserves the right to terminate this Agreement with You immediately without compensation or Written Notice if You commit a breach of any of these Client Terms, or if:

a. any information provided by You is found to be untrue, inaccurate, out-of-date, or incomplete;

b. You act in any way that has brought, or could bring, STUDYCLOUD in to disrepute; or,

c. You do not show up at an Online Lesson without having cancelled it or You repeatedly cancel Online Lessons.

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 STUDYCLOUD nor the Tutor shall be liable for any Losses incurred by You after the date of termination. For the avoidance of doubt, if STUDYCLOUD terminate this Agreement with You and You have paid the Tutor for Online Lessons in advance, STUDYCLOUD agrees to procure that the Tutor will refund You all the pre-payments within fourteen (14) calendar days of termination. STUDYCLOUD reserves the right to disallow a Student to re-register with a different Sponsor. If You are a Sponsor for more than one Student, STUDYCLOUD terminating a contract with any one Student shall not affect the same Sponsor’s ability to sponsor or continue to sponsor a new Student or existing Student respectively.

14. WARRANTIES AND INDEMNITIES

14.1 As a Client, You hereby warrant, represent and undertake to STUDYCLOUD and Tutor that:

a. Student is at least eighteen (18) years of age and if not, both Student and Sponsor will each register separately on the Site;

b. 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;

c. 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;

d. You will comply with all the Client obligations set out at clauses 4 and 5.3;

e. Whilst this contract is in force you will only ever contact a Tutor via the Site;

f. You agree at all times to comply with the provisions of the Data Protection Legislation;

g. You agree to comply with all applicable laws, regulations and codes of practice which regulate the activities of the online environment;

h. You will protect your unique password in accordance with clause 3.2.

i. You accept full responsibility for any Disputes raised as a result of issues connected to the performance or non-performance of Your STUDYCLOUD Tools affecting Your proper access to the Tutoring Services;

j. 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 STUDYCLOUD (and any Tutor as the case may be) on demand, and shall keep STUDYCLOUD (and any Tutor) fully and effectively indemnified against any and all Losses arising out of or in connection with:

a. the Services;

b. 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 STUDYCLOUD or by STUDYCLOUD’s negligence); and,

c. 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. 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.

15.2 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 its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.

15.3 For clarification, the STUDYCLOUD Services are primarily (but not exclusively) designed to be used within the territory of the United Kingdom and except as expressly set out in this Agreement, STUDYCLOUD gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.

16. GENERAL

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

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.

Entire Agreement: These Client Terms together with our the Privacy Policy, the Cookie Policy and the Terms of Service constitutes the entire agreement between You and STUDYCLOUD 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.

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.

17. THIRD PARTY RIGHTS

User may enforce the Tutor Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the “Act”). Except as provided above, these Tutor Terms do not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.

18. LAW AND JURISDICTION

All of these Client Terms are governed by English Law and any disputes arising in relation to the Tutor Terms, the Site or the Services are subject to the exclusive jurisdiction of the English Courts.

Back to top

We keep our statement under regular review. This Client Policy was last updated on 15th November 2015.

Tutor Policy

These terms and conditions, herein referred to as the ‘Tutor Terms’ set out the terms and conditions under which STUDYCLOUD, herein referred to as ‘STUDYCLOUD’ or ‘We’ grants to the Tutor, a licence to access and use STUDYCLOUD’s virtual online platform at www.study-cloud.org (the ‘Site’) which is dedicated to facilitating the delivery of Your Tutoring Services direct to Your Clients (the ‘Agreement’).

STUDYCLOUD and STUDYCLOUD.co.uk are the trading names of STUDYCLOUD Limited.

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 STUDYCLOUD Services in order to provide Tutoring Services. When You use the Site and the STUDYCLOUD 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 STUDYCLOUD LIMITED

These Tutor Terms govern the activities of Tutors in relation to Your use of the Site and the STUDYCLOUD Services. By using the Site and the Services, You accept these Tutor Terms in full. STUDYCLOUD reserves the right to change the terms relating to these Tutor 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 STUDYCLOUD Services. If You disagree with any part of the Tutor Terms, do not use the Site or the STUDYCLOUD Services.

2. DEFINITIONS

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 Services via Your STUDYCLOUD Login.

Additional STUDYCLOUD Credits refers to STUDYCLOUD Credits that are credited to Sponsor’s Account by STUDYCLOUD as a result of e.g. the distribution of a Referral Discount Code, any offer, a goodwill gesture or similar gifting/ promotion. Such shall have no cash equivalent, shall not be refundable or capable of being withdrawn other than by means of a redemption in respect of Tutoring Services and shall expire six (6) months from issue.

Client means a person contacting STUDYCLOUD with a view to  directly entering into a formal contractual relationship with a Tutor for the provision of Tutoring Services, whether that be the Student or (if under eighteen (18)), the Student’s Sponsor.

Client Fees means the amounts collected by STUDYCLOUD from Client on behalf of the Tutor for the Tutoring Services.

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 STUDYCLOUD 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 STUDYCLOUD including, but not limited to information pertaining to Clients, logging in, Client Ratings or other feedback, STUDYCLOUD correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of STUDYCLOUD which might reasonably be considered to be confidential in nature.

Contract means the period during which, and the terms upon which, You provide Tutoring Services for any one Client as agreed between You and the Client via the Site.

Current Account means Your bank account which will accept payments by BACS.

Data Protection Legislation the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

Dispute means any dissatisfaction expressed by 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 STUDYCLOUD Services which is communicated to You).

Intellectual Property Rights patents, rights to inventions, copyright and related rights, trademarks, 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).

Meet The Tutor Session is an optional unpaid interview between You and a new Client of approximately fifteen (15) minutes duration which provides an opportunity for You to generate work and expand Your Student base.

STUDYCLOUD Credit(s) represents the pre-paid credits held in the STUDYCLOUD Wallet with which the Tutoring Services can be purchased from the Tutors on the Site upon redemption. One (1) STUDYCLOUD Credit represents one (1) pound sterling.

STUDYCLOUD Wallet refers to the online electronic wallet which holds Sponsor’s STUDYCLOUD Credits that can be redeemed against the purchase of Tutoring Services from the Tutors on the STUDYCLOUD Site.

STUDYCLOUD Login refers to Your unique username and password.

STUDYCLOUD Payments the amounts retained by STUDYCLOUD from the Client Fees in consideration for the provision of the STUDYCLOUD Services to Tutor.

STUDYCLOUD Services includes the provision of an online platform i.e. a website whereupon STUDYCLOUD provides an online marketplace for Clients to contact Tutors. STUDYCLOUD do not provide the Tutoring Services but  facilitate their provision by Tutors to their Clients via the Site. The STUDYCLOUD Services further include a database of Tutors, Students, back office support including customer services, billing, website and IT services including the use of the virtual Online Lesson Space.

STUDYCLOUD Tools refers to the minimum requirements for carrying out the Tutoring Services via 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.

PoCA List refers to the Protection of Children Act.

PoVA List and List 99 refers to the Protection of Vulnerable Adults scheme.

Referral Discount Code refers to the promotional discount code that STUDYCLOUD may provide to registered Sponsors to pass on to new prospective Sponsors of potential Students, the value of which can be redeemed against the first Tutoring Service ordered.

Refund Event Refund Event means where any event where a refund is issued to the Student by the Tutor. Once a tutorial has occurred with both the Tutor and the Student present then the Tutor has sole discretion on whether to issue a refund to the Sponsor.

Selection Criteria means the selection criteria as set out on the Site from time to time.

Selection Process refers to the process determined by STUDYCLOUD from time to time whereby tutors may be selected to provide Tutoring Services to Clients by accessing and using the Site and the STUDYCLOUD Services. Services include the STUDYCLOUD Services and the Tutoring

Services provided by the Tutor.

Site means a website owned and managed by STUDYCLOUD including www.study-cloud.org.

Sponsor means the individual contracting on behalf of the Student with STUDYCLOUD and the Tutor for the provision of the STUDYCLOUD Services and the Tutoring Services, specifically a Parent/ Guardian/ Carer or other person (or the Sponsor and the Student may be one and the same person if the Student is over eighteen (18) years old) with responsibility for themselves and for the payment of the Client Fees to the Tutor.

Student means a person receiving the Tutoring Services via the Site as performed by You.

Term of Engagement as defined in clause 13.1.

Tutor means a registered tutor who has been selected to carry out the Tutoring Services by way of delivering Online Lessons and Instant Help Sessions.

Tutor Bank Account means the bank account where Client Fees are held on behalf of the Tutor prior to the completion of the Online Lesson or Instant Help Session and STUDYCLOUD transferring the Tutor Fees to Tutors.

Tutorial(s) refers to the online pre-booked tutoring session which is booked by a Client via the Site. Tutor Fees means the amounts received and payable by STUDYCLOUD to Tutor less any STUDYCLOUD Payments (as distinct from the Client Fees).

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 the Tutor to the Client by way of individual Online Lessons in real-time and Instant Help Sessions, 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 STUDYCLOUD and a Client.

VAT means value added tax chargeable under English law for the time being and any similar additional tax.

Written Notice means any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or by sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Tutor) its address submitted during the Selection Process and (in the case of STUDYCLOUD), the registered address.

3. BECOMING A TUTOR

3.1 To be entitled to become a Tutor via the Site by making use of the Site and the STUDYCLOUD Services, You agree that these Tutor Terms apply to that use in full. It is in STUDYCLOUD’s absolute discretion to decide if You qualify (or continue to qualify) as a Tutor upon successful completion of the Selection Process. You will first register on the Site and complete a short online application form (‘Initial Application’). If Your Initial Application is successful, You may be invited to participate in a telephone interview (‘Telephone Interview’) and subsequently, an interview session in the virtual Online Lesson Space. If successful, You will complete a further registration by providing a short resume, your photo ID, details of Your Current Account, and a brief self-promotional video.

3.2 In order to provide You with maximum protection, during registration, You will be asked to input Your username (which will be Your email address) and to choose a password to access your Account on the Site in accordance with these Tutor Terms. 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 STUDYCLOUD 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 STUDYCLOUD immediately by email at [email protected] of any unauthorised use of Your Account of which You become aware (with ‘IMPORTANT – PASSWORD’ in the subject line).

3.3 Once a Tutor has been selected to provide the Tutoring Services via the Site and has a secure STUDYCLOUD Login, the Tutor can benefit from full use of the Site and the STUDYCLOUD Services. The STUDYCLOUD Services includes the provision of an online platform i.e. a website whereupon STUDYCLOUD provides an online marketplace for Clients to contact Tutors and for Students to come and work together subject to Contract. The Site enables Tutors to independently build up a professional Tutor profile and to promote their Tutoring Services on a freelance self-employed basis to Students who in turn, can choose their preferred Tutor to deliver Online Lessons tailored to their individual requirements.

3.4 STUDYCLOUD reserves the right to suspend or terminate Your ability to render Tutoring Services at any time and for any reason without liability to STUDYCLOUD. Where terminated, Your STUDYCLOUD Login and Account shall be deactivated. STUDYCLOUD reserves the right to terminate after a one (1) month long continuous period of inactivity which means that You will no longer be permitted to deliver Tutoring Services via the Site. You will not be permitted to re-access the Site and the STUDYCLOUD Services without STUDYCLOUD’s express written permission.

4. TUTOR OBLIGATIONS

4.1 When You make use of the Site and the STUDYCLOUD Services and when You provide Tutoring Services to Your Students, You must comply with any operational requirements as directed by STUDYCLOUD and as amended from time to time and in accordance with these Tutor Terms. You further and specifically agree to:

a. provide STUDYCLOUD with Your Current Account details which must be a UK current account and held in the Tutor’s single name only;

b. 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 Online Lessons;

c. accept booking requests made by Clients via the Site which You will be notified about via Your Tutor Mail within a reasonable time frame. You should not commence Online Lessons until notified by STUDYCLOUD that a booking has been confirmed and Client Fees have been received and are being held on Your behalf. You acknowledge that STUDYCLOUD cannot be held responsible for any costs or time incurred before notification has been given to You;

d. advise STUDYCLOUD at the earliest opportunity should Your circumstances change in relation to Your access to STUDYCLOUD Tools. You accept full responsibility for any Client Disputes raised as a result of issues connected to the performance of your STUDYCLOUD Tools affecting the performance of Your Tutoring Services provide the Tutoring Services with all due care, skill and ability and in a timely manner and in the best interests of the Client;

e. obtain, use and maintain in good working order Your STUDYCLOUD Tools required for You to access and carry out the Tutoring Services in accordance with clauses 5.3, 5.4 and 5.5. Any problem concerning a technical issue regarding a Tutor’s personal computer or internet service provider is not the responsibility of STUDYCLOUD. You must use a headset and microphone (not loudspeakers) which must be plugged in and fully configured;

f. act at all times in accordance with the highest professional standards;

g. only accept instructions within Your sphere of abilities and competency;

h. notify STUDYCLOUD immediately should You become incapacitated in any way and unable to provide the Tutoring Services. STUDYCLOUD can notify any Client concerned if You have not already done so. Depending on the circumstances, STUDYCLOUD and Tutor shall discuss in good faith a possible postponement of the Tutoring Services and in relation to the particular Client affected, the postponement or reassignment to another Tutor or cancellation and subsequent refund;

i. ensure that any information provided by You to STUDYCLOUD remains true, accurate, up-to-date and complete at all times during the Terms of Engagement.

5. STUDYCLOUD OBLIGATIONS

5.1 In consideration of the STUDYCLOUD Payments, STUDYCLOUD agrees to:

a. provide the STUDYCLOUD Services with all due care, skill and ability and in a timely manner and in the best interests of the Client and the Tutor;

b. devote as much time to the provision of the STUDYCLOUD Services as may be necessary for their proper performance;

c. provide promptly and give to the Tutor all such information as they may reasonably require in connection with the provision of the STUDYCLOUD Services.

5.2 As an online service, STUDYCLOUD 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. STUDYCLOUD makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Site and/or the STUDYCLOUD Services.

5.3 You are solely responsible for validating the interoperability and proper functioning of the STUDYCLOUD Tools during the Meet the Tutor Session and for undergoing troubleshooting where necessary. See the FAQs provided on the Site relating to ‘Technical’ questions about the Online Lesson Space which offer access to a technical guidance which may assist You. This includes information relating to the minimum system requirements.

5.4 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. STUDYCLOUD uses all reasonable endeavours to make the Services available to all Tutors and Clients and where this is not possible for any reason whatsoever, STUDYCLOUD shall not be responsible nor liable to You as a result including for 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:

a. resultant feedback (echos), audio break-ups, video or sound delays; b. Your failure to use and configure the prescribed headset and microphone; c. 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 the delivery of the Tutoring Services due to fluctuations or insufficient bandwidth 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. CLIENT FEES, TUTOR FEES AND STUDYCLOUDWEB PAYMENTS

6.1 Tutor authorises STUDYCLOUD as its agents to accept any credit or debit cards or other forms of payment approved by STUDYCLOUD in connection with the provision of the Tutoring Services via the Site including Mastercard, Visa and Maestro debit cards on the Tutor’s behalf.

6.2 Tutor authorises STUDYCLOUD to charge and collect on behalf of Tutor, the face value of Tutoring Services from Clients. STUDYCLOUD holds all Client Fees (which will be based on the number of undisputed and completed Tutoring Services) for the Tutor in a dedicated Tutor Bank Account for a limited time and is entitled to retain the full amount of STUDYCLOUD Payments it charges to Tutor in consideration for the STUDYCLOUD Services provided prior to releasing the Tutor Fees to Tutor.

6.3 All costs relating to Online Lessons and STUDYCLOUD Payments are reviewable by tutors and  STUDYCLOUD and any revised fees and charges shall take effective immediately upon posting on the Site and will be applicable to all bookings made after such posting.

6.4 You confirm that You are self-employed under these Tutor Terms, and You are directly responsible to HMRC for all matters regarding Income Tax, VAT and relevant National Insurance contributions. It is therefore necessary for You to keep records of payments made to You by way of Tutor Fees for completion of annual Tax Returns. You hereby agree to fully indemnify STUDYCLOUD for or against all and any demands by HMRC to STUDYCLOUD for Income Tax, VAT or National Insurance, or any other claim by HMRC, including any interest or penalties, arising out of Your failure to account properly or at all for any liabilities to HRMC arising from Your Tutoring Services. This indemnity shall include all expenses and costs, including legal fees, incurred by STUDYCLOUD in dealing with any such claim by HMRC.

7. SETTLEMENT

7.1 STUDYCLOUD shall pay to Tutor an amount equal to the gross Tutor Fees collected by STUDYCLOUD, less any charges for STUDYCLOUD Services made in connection with this Agreement. Such payments shall be made fortnightly i.e. on the Tuesday, following the Friday of the end of the second Week in which Tutoring Services have been successfully performed and paid for by the Client (for example, if an Online Lesson is performed on or during any day of the Week from Monday 7th January – Friday 18th January inclusive, payment in respect of such Online Lessons would be payable on Tuesday 22nd January. The next payment would be payable on 5th February for Online Lessons performed from Saturday 19th January – Friday 01st February inclusive).

7.2 In response to a Dispute, if any Refund Event occurs, STUDYCLOUD will be entitled, in its sole discretion to refund 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 respectively.

7.3 If any Refund Event occurs subsequent to the Tutor receiving the Tutor Fees from STUDYCLOUD, STUDYCLOUD shall be entitled to withhold sufficient monies and offset any amounts payable to Tutor by STUDYCLOUD under this Agreement from any gross Tutor Fees collected by STUDYCLOUD thereafter to enable STUDYCLOUD to refund the relevant Client on the Tutor’s behalf. STUDYCLOUD shall be entitled to repay such monies to the Client at its discretion. The Tutor shall be responsible for all chargebacks and/or refund requests on Online Lessons performed and shall indemnify STUDYCLOUD against all Losses resulting from chargebacks and/or refund requests.

7.4 Tutor authorises STUDYCLOUD to self-bill for all the STUDYCLOUD Services until revoked and acknowledged in writing. STUDYCLOUD shall be entitled to make any settlement payment to Tutor by BACS, whereby funds are transferred direct to the Current Account of the Tutor (or to such other bank account as the parties agree in writing). Monies should show in the Current Account within three (3) days.

7.5 If either party fails to make any payment due (and undisputed) under this Agreement within ten (10) days post the due date for payment, the other shall be entitled to charge interest on the overdue sum for the period from and including the due date of payment up to the actual date of payment (after as well as before judgment) at the rate of 2% (two per cent) above the base rate per annum from time to time of Barclays Bank plc.

7.6 For the avoidance of doubt, Tutor Fees shall not be affected where STUDYCLOUD has provided Sponsor with Additional STUDYCLOUD Credits to redeem against Tutoring Services and such Additional STUDYCLOUD Credits are redeemed by Sponsor.

8. INTELLECTUAL PROPERTY

8.1 When using the STUDYCLOUD Services to deliver the Tutoring Services, if You publish any UGC via the Site by way of e.g. delivering Online Lessons, uploading text or images or videos or contributing to publicly accessible areas of the Site, You automatically grant:

a. to STUDYCLOUD, 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 STUDYCLOUD Services, including without limitation the reproduction and sale of the UGC, or any part of it, and products incorporating the same for use by any person anywhere in the world including promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels;

b. to each user of the Services whether registered as a Tutor or Client or not, a worldwide, non-exclusive, perpetual, royalty-free license to access Your UGC through the Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the Services and under the terms of this Agreement.

‘Publicly accessible’ areas of the Site are intended by STUDYCLOUD 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.

8.2 You acknowledge that all Online Lessons and Instant Help Sessions that You deliver may be recorded and You agree to the storage and use of such Recordings by STUDYCLOUD. You hereby agree to waive any and all moral rights in and to all UGC.

8.3 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 8.1a and 8.1b.

8.4 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.

8.5 The Intellectual Property Rights contained on the Site cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without STUDYCLOUD’s written permission. You acknowledge that all Intellectual Property Rights in and relating to STUDYCLOUD are owned by STUDYCLOUD or STUDYCLOUD’s Licensors.

9. CANCELLATIONS, RESCHEDULING, NO-SHOW

9.1 Arrangements between Clients and You may be cancelled by either party at any time in advance of the Online Lesson taking place. For the purposes of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the ‘Regulations’), the Client agrees to waive their statutory cancellation rights once payment of the Client Fees have been received by STUDYCLOUD. For the avoidance of doubt, prior to payment being received, a Client shall be entitled to cancel the Tutoring Services ordered. Notwithstanding this, once payment of the Client Fees has been made by the Client, Client shall still be entitled to cancel an Online Lesson and request a refund but if the Client cancels or reschedules:

a. within twenty-four (24) hours hours of the Online Lesson start date and time, the Client shall forfeit 100% of the Client Fees; or,

b. in excess of twenty-four (24) hours of the Online Lesson start date and time, the Client shall be offered either:

i. a re-scheduled Online Lesson; or failing agreement on that,

ii. the Client’s STUDYCLOUD Wallet will be credited with the full amount of the Client Fees paid less an Administration Fee payable at STUDYCLOUD’s discretion.

9.2 In the event of cancellation of the Tutoring Services by the Client pursuant to clause 9.1a, Your Tutor Fees shall be paid to You in full.

9.3 In the event of cancellation of the Tutoring Services by the Client pursuant to clause 9.1b(i), You will only receive the Tutor Fees upon successful performance of the Tutoring Services as re-scheduled in accordance with these Tutor Terms.

9.4 In the event of cancellation of the Tutoring Services by the Client pursuant to clause 9.1b(ii), You will not be transferred any Tutor Fees.

9.5 No-show by You at an Online Lesson without having cancelled it as well as repeated cancellations of Online Lessons by You may result in the termination of this Agreement between You and STUDYCLOUD under clause 13 and in any event STUDYCLOUD will log the incident on Your record for a period of twelve (12) months.

9.6 All cancellations must be made in writing in advance, directly via the Site. Should a Student fail to attend an Online Lesson without giving written advance notice and a refund is not issued, You shall not be paid for that Online Lesson.

10. CLIENT RATINGS, FEEDBACK AND OTHER ACTIVITIES

10.1 It is a feature of the Site and the STUDYCLOUD Services that the Client will leave Client Ratings.

10.2 Where deemed necessary, STUDYCLOUD 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. Whether such feedback is complimentary or more akin to a Dispute, STUDYCLOUD will have full discretion as to whether they inform the other of such feedback. Where deemed necessary, STUDYCLOUD is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, STUDYCLOUD is entitled to suspend or terminate Your Account or revoke the licence granted to the Tutor herein to use the Site and the STUDYCLOUD Services by termination under clause 13.

10.3 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 Act 1998 (the ‘1998 Act’)) processed by STUDYCLOUD 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 (including but not limited to the Data Protection Principles, as defined in the Data Protection Legislation). These Tutor Terms incorporate STUDYCLOUD’s Privacy Policy and Cookie Policy by this reference.

11.2 The Tutor hereby agrees that by releasing any Personal Data as submitted by the Tutor on the Site, You acknowledge that You are wilfully providing Your Personal Data in an attempt to initiate contact with one or more potential Clients. You understand that by accepting these Tutor Terms, You agree that STUDYCLOUD and the Site are not responsible for any advice or information given by a Tutor who a potential Client elects to initiate communication with and that by releasing any of Your Personal Data, it is understood that You hereby forfeit Your privacy and anonymity under these Tutor Terms to the extent necessary to utilise the 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 in to 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. 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.

12.2 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.

12.3 The terms of this Agreement are confidential and may not be disclosed by one party without the prior written consent of the other party. 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 STUDYCLOUD that this has been done.

13. TERMINATION

13.1 These Tutor Terms shall commence on the date you sign up to the Site and shall continue unless terminated:

a. with immediate effect without notice or compensation pursuant to clauses 3.4, 10.2 or 13.2; or,

b. with immediate effect without compensation upon either party serving Written Notice on the other; or, c. upon the conclusion of the existing Contract if the Tutor is committed to an existing Contract without compensation and provided that STUDYCLOUD has no objections to the continuance of an existing Contract (‘Term of Engagement’).

13.2 STUDYCLOUD reserves the right to terminate this Agreement with You immediately without compensation nor Written Notice if You commit a breach of any of these Tutor Terms, or if:

a. any information provided by You is found to be untrue, inaccurate, out-of-date, or incomplete;

b. Your performance of the Tutoring Services is deemed by STUDYCLOUD in its sole discretion to be unsatisfactory;

c. You act in any way that has brought, or could bring, STUDYCLOUD in to disrepute;

d. You are convicted of a criminal offence or are the subject of any investigation, which may in STUDYCLOUD’s opinion affect your role as a Tutor;

e. You are unable to carry out your duties for any reason whatsoever; or,

f. You do not show up at an Online Lesson without having cancelled it or You repeatedly cancel Online Lessons.

13.3 In the event of any such termination, you will be entitled to receive payment from your client for all Tutoring Services already successfully delivered and which are not the subject of a Dispute as at the date of termination but STUDYCLOUD  shall not be liable for any Losses incurred by You after the date of termination.

13.4 Either party can terminate immediately upon serving Written Notice on the other if the other:

a. commits a material or persistent breach of its obligations and, in the case of a breach which is capable or remedy, fails to remedy it after being given seven (7) days written notice specifying the breach and requiring it to be remedied; or,

b. is unable to pay its debts, becomes subject to an administration order or makes any voluntary arrangement or composition with its creditors, or an encumbrancer takes possession of or a receiver is appointed over the property or assets of the other party or the other party is wound up or ceases or threatens to cease to carry on business except for the purposes of reconstruction of the business or, in the case of an individual, is declared bankrupt.

13.5 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.

14. WARRANTIES AND INDEMNITIES

14.1 As Tutor, You hereby warrant, represent and undertake to STUDYCLOUD that:

a. 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;

b. You are personally responsible for the information posted by You on the Site and submitted throughout the Selection Process which You state is accurate and up-to-date;

c. Where Your profile claims that You have undergone a CRB/ DBS or enhanced CRB/ DBS check, You will provide us with a copy of such upon request;

d. You are self-employed and responsible for Your own income tax, national insurance and other liabilities payable and as further referred to in clause 6;

e. You are wholly responsible for the appropriateness and the content of any UGC used and/ or submitted by You during Your Term of Engagement;

f. You will comply with all the Tutor obligations set out at clause 4;

g. You will only ever contact a Client via the Site;

h. You agree at all times to comply with the provisions of the Data Protection Legislation;

i. You shall comply to the best of your ability with STUDYCLOUD’s Tutor selection processes and you shall not knowingly withhold any information which you reasonably believe to invalidate you from providing Tutoring Services in accordance with the Tutor Policy.

j. in offering Your Tutoring Services via the Site, 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;

k. You are not VAT registered and will not charge a Client VAT for Your Tutoring Services;

l. 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;

m. 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 (PoCA list) or with vulnerable adults (PoVA list and List 99).

14.2 The Tutor shall indemnify and hold harmless STUDYCLOUD (and any STUDYCLOUD Client as the case may be) on demand, and shall keep STUDYCLOUD (and any STUDYCLOUD Client) fully and effectively indemnified against any and all Losses arising out of or in connection with:

a. 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 STUDYCLOUD or by STUDYCLOUD’s negligence); and,

b. any and all claims, complaints or legal proceedings instigated by a Client against STUDYCLOUD.

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 STUDYCLOUD Services. Our liability to You whether in contract, tort or otherwise shall in no circumstances exceed the total STUDYCLOUD Payments earned by STUDYCLOUD in the six (6) months preceding the date on which the liability arose.

15.2 Nothing in these Tutor 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 its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.

15.3 For clarification, the STUDYCLOUD Services are primarily designed to be used within the territory of the United Kingdom and except as expressly set out in this Agreement, STUDYCLOUD 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 STUDYCLOUD by Clients via the Site may be investigated. 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 STUDYCLOUD. STUDYCLOUD 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. STUDYCLOUD 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 STUDYCLOUD.

16.2 During the Term of Engagement, You must inform STUDYCLOUD immediately if You become aware of any Dispute or potential Dispute between an STUDYCLOUD Client and You and/ or STUDYCLOUD in connection with the provision of the Tutoring Services rendered by You.

16.3 You agree to cooperate fully with STUDYCLOUD in resolving any Dispute with a STUDYCLOUD Client.

16.4 STUDYCLOUD 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.

16.5 In the event of a Dispute prior to receipt of Tutor Fees, STUDYCLOUD reserve the right to withhold Tutor Fees in accordance with clause 7.3 until the Dispute has been resolved.

16.6 The consequence of any investigation instigated by a Client is entirely at the discretion of STUDYCLOUD.

17. GENERAL

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

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.

Entire Agreement: These Tutor Terms together with our the Privacy Policy, the Cookie Policy and the Terms of Service constitutes the entire agreement between You and STUDYCLOUD 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.

Status: The Tutor and STUDYCLOUD 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.

18. THIRD PARTY RIGHTS

User may enforce the Tutor Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the ‘Act’). Except as provided above, these Tutor Terms do not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.

19. LAW AND JURISDICTION

All of these Tutor Terms are governed by English Law and any disputes arising in relation to the Tutor Terms, the Site or the Services are subject to the exclusive jurisdiction of the English Courts.