Introduction

These Conditions, together with any other documents referred to herein, set out the terms on which we provide our Services to Tutors and End Users. Please read these Conditions carefully and ensure that you understand them before using our Services. If you do not agree to comply with and be bound by these Conditions, you will not be able to use the Services.

The Website is owned and operated by VTUTOR EDUCATION LTD (trading as vTutor), Registered Number 512458 (the “Supplier”) whose registered office is at 65/66 Upper O’Connell Street, Dublin 1.

All personal information we collect from you will be collected, used and held in accordance with our Privacy Policy and your rights under data protection legislation.

Interpretation

The following definitions apply in these Conditions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Dublin are open for business.

Commission: the commission payable for the Services or Subscriptions purchased via the Website in accordance with the “Charges and Payment” clause below.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with the Conditions.

Contract: the agreement and contract between the Supplier and the User for the supply of Services or Subscription in accordance with these Conditions and any other terms referred to herein.

End User: a user who purchases tutoring, courses or a Subscription via the Services.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: an End User’s order for Services or Subscription as set out on a purchase order form; written or electronic acceptance of the Tutor’s price, estimate or quotation; or otherwise, as the case may be.

Services: the services supplied by the Supplier, including but not limited to the vTutor tutoring and course marketplace and vTutor Subscriptions.

Subscription: a weekly or monthly subscription to a course offered via the Services.

Tutor: a user who offers tutoring or courses for purchase via the Services.

Users: Tutors and End Users, collectively.

Website: the website at https://vtutor.com/.

Construction. In these Conditions, the following rules apply:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a party includes its personal representatives, successors and permitted assigns.

A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

A reference to writing or written includes faxes and emails.

Basis of Contract

Users will be asked to agree to these Conditions when registering for an account, at which time the Contract will come into force.

The Supplier will guide End Users through the Order process.

For any unregistered Users, the Contract will come into force upon completion of an Order.

Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s promotional materials, are issued or published for the sole purpose of giving an approximate idea of the Services or Subscription described in them. They shall not form part of these Conditions or have any contractual force.

These Conditions apply to the exclusion of any other terms that the User seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Supply of Services

The Supplier offers its Services to End Users by offering individual courses or tutoring services or Subscriptions to courses or tutoring services.

The Supplier shall supply the Services and the Subscriptions via the Website.

The Supplier shall have the right to make any changes to the Services or the Subscriptions which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services or Subscriptions, and the Supplier shall notify Users any such event.

The Supplier warrants that the Services and Subscriptions will be provided using reasonable care and skill.

Tutors shall supply their services to End Users in accordance with their Orders in all material respects. Tutors shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence.

If the Supplier’s performance of any of its obligations is prevented or delayed by any act or omission by a User or failure by a User to perform any relevant obligation (“User Default”):

the Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services or Subscriptions until the User remedies the User Default, and to rely on the User Default to relieve it from the performance of any of its obligations to the extent the User Default prevents or delays the Supplier’s performance of any of its obligations;

the Supplier shall not be liable for any costs or losses sustained or incurred by the User arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and

the User shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the User Default.

User Obligations

Users shall:

ensure that all information provided to the Supplier (including, if applicable, the terms of an Order and any information provided in an Order) is complete and accurate.

cooperate with the Supplier in all matters relating to the Services or Subscription.

provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services or Subscription, and ensure that such information is accurate and kept up-to-date in all material respects.

obtain and maintain all necessary licences, permissions and consents which may be required before using the Services or Subscription.

Charges and Payments

Tutors may offer their services at a flat fee, subscription or price-per-minute rate (each a “Tutor Rate”).

The Supplier shall receive a commission of the Tutor Rate for all purchases (the “Commission”) based on the table below. The Commission owed to the Supplier for the Services or Subscriptions shall be calculated based on the total payment amount set out in the Order.

Traffic Source

Supplier Commission

Advertisements placed by the Supplier

80%

Organic traffic to the Website

50%

Coupons or advertisements promoted by the Tutor

5%

 

The Commission shall be deducted automatically upon receipt of payment for an Order. The Supplier shall pay the remainder of the Tutor Rate to the Tutor by bank transfer, PayPal or Payoneer to the account nominated by the Tutor upon expiry of the 30-day refund period detailed in clause 6.6.

End Users may pay the Tutor Rate via credit card, via debit card or via PayPal to the PayPal account nominated by the Supplier. Time of payment is of the essence.

Unless otherwise stated, Tutor Rates will be listed inclusive of amounts in respect of value added tax (“VAT”). Where exclusive of VAT, the End User shall pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Subscriptions.

Tutor Rates are subject to a 30-day money-back guarantee. If an End User is dissatisfied with a Tutor’s services, the End User will be entitled to a full refund for up to 30 days after their Order. If an End User requests a refund, the applicable Tutor Rate will no longer be payable to the Tutor.

If the End User fails to make any payment due to the Supplier by the due date for payment, then the Supplier reserves the right to suspend the Services or Subscription and terminate the Contract and the End User shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

The Supplier reserves the right to amend the Commission at any time and to add, alter, or remove special offers from time to time. Changes in Commission will not affect any Order that an End User has already purchased but will apply to any future Orders.

The End User shall pay all amounts due to the Supplier in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the End User against any amount payable by the Supplier to the End User.

Content Standards

Content that a Tutor offers via our Services, including courses, tutoring sessions and any related material (“Content”), is the property of the Tutor. The Supplier does not make any claim to Content.

Tutors are solely responsible for Content. The Tutor warrants that it has all necessary rights to Content and that it is not infringing or violating any third party’s rights by posting it or uploading it. The Tutor will indemnify the Supplier for any loss or damage suffered by the Supplier as a result of the Tutor’s breach of that warranty.

Content must be accurate (where it states facts), genuinely held (where it states opinions) and comply with applicable law in the Republic of Ireland. Tutors must not post any Content that is misleading, fraudulent, deceptive, abusive, threatening, defamatory, obscene, vulgar, sexually explicit, violent, discriminatory, harassing, upsetting, embarrassing, alarming, promotes illegal activity, impersonates any person or misrepresents the Tutor’s identity, or is otherwise offensive or otherwise in violation of these Conditions.

By posting, submitting or transmitting Content on or via the Website, the Tutor grants the Supplier a licence to use the Content for the supply of Services to End Users and  for advertising, marketing or promoting the Services. The Tutor acknowledges that Content cannot be removed from the Website once it is sold to an End User.

The Supplier will not be responsible or liable to End Users or any third party for Content or the accuracy of any materials posted by Tutors.

Intellectual Property Rights

All Intellectual Property Rights in or arising out of or in connection with the Website, Subscriptions and the Services shall be owned by the Supplier or its licensors. The Supplier shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Throughout the term of the Contract, the Supplier shall be deemed to automatically grant a limited, royalty-free, non-exclusive, non-sublicenseable, non-transferable licence of any and all such rights to the Tutor solely to the extent necessary to use the Services.

The purchase of content using one-time payments or subscription methods from vTutor does not include any right over the course content on the vTutor platform. Re-selling, reproducing, copying, rebroadcasting and embedding are forbidden and will incur swift legal action.

Confidentiality

Each party (‘receiving party’) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (‘disclosing party’), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party, its business, its products and services which the receiving party may obtain or which is disclosed to that party by the disclosing party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.

The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.

The restrictions in this clause shall not apply to any information which is or becomes publicly available otherwise than through a breach of these Conditions, is already or rightly comes into the receiving party’s possession without an accompanying obligation of confidence, or which is independently developed by the receiving company.

Limitation of Liability and Indemnity

Nothing in these Conditions shall limit or exclude the Supplier’s (or its employees’, agents’ or subcontractors’) liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

fraud or fraudulent misrepresentation; or

any other liability to the extent such liability may not be excluded or limited as a matter of law.

Subject to the aforesaid:

the Supplier shall under no circumstances whatever be liable to its Users, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, business, business opportunities, revenue, turnover, savings, goodwill, reputation loss or corruption of data or information, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with the Contract; and

the Supplier’s total liability to a User in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the Charges paid to the Supplier in the 6-month period prior to the claim.

Insofar as is permitted by law, the Supplier makes no representation, warranty, or guarantee that the Services or Subscriptions will meet any requirements or expectations, that they will be fit for a particular purpose or that success or any other specific results may be achieved.

The Services are provided solely to facilitate management and administration of tutoring and courses on behalf of Tutors and End Users. The Supplier is not a party to any transactions or other relationships between Tutors and End Users, or to any dispute between them. Any claims must be made directly against the party concerned.

Users shall indemnify the Supplier against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by the Supplier) caused by any breach of these Conditions or any other liabilities arising out of the use of the Website, Subscriptions or the Services by a User or its agents or employees.

This clause shall survive termination of the Contract.

Termination

Without limiting its other rights or remedies, either party  may terminate the Contract at any time by giving the other notice in writing.

The Supplier may suspend provision of the Services or Subscription under the Contract or any other contract between an End User and the Supplier if the End User fails to pay any amount due under this Contract on the due date for payment or the Supplier believes that the End User may be unable to pay its debts as and when they fall due.

Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

Consequences of Termination

On termination of the Contract for any reason:

End Users shall immediately pay to the Supplier any outstanding Tutor Rates and interest due;

the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;

Users will not either during the Contract or for a period of 12 months after the Contract ends, in any capacity, offer to employ or engage, or seek to solicit or entice away, employ or engage, solicit or entice away, or otherwise facilitate the employment or engagement of any employee or contractor of the Supplier; and

clauses which expressly or by implication survive termination shall continue in full force and effect.

Force Majeure

For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

The Supplier shall not be liable to Users as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents the Supplier from providing any of the Services or Subscriptions for more than 14 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the User.

General

Assignment and other dealings.

The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

Users shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

Notices.

Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this “Notices” clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Entire agreement. The Contract constitutes the entire agreement between the parties in relation to its subject matter. The User acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties.

Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Republic of Ireland.

Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).