Customer Terms and Conditions: Students and their Sponsors

Last Modified: 1st Sep, 2021

These terms and conditions set out the terms and conditions under which Teach Me Now Ltd, a company incorporated and registered in the Abu Dhabi Global Market (ADGM), United Arab Emirates, with company registration number [000005937] and having its registered office address at DD-16-121-027, Level 16, WeWork Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, herein referred to as "TMN" or "We" grants to the Customer, a licence to access and use TMN’s virtual online platform at www.teachmenow.com (the "Platform") which is dedicated to facilitating  and supporting the sourcing of Mentors by enabling registered Customers to access publicly available profiles of various Mentors offering Mentoring Services in various subjects; and, to providing a platform from which Mentors can deliver Mentoring Services direct to Students who are registered on the Platform (the "Agreement").

TeachMeNow is the trading name of Teach Me Now Ltd.

In providing the Platform and the TMN Services, TMN does not provide the Mentoring Services. To avail of the Mentoring Services, the Customer enters in to a legally binding Contract with the Mentor, which is separate and distinct from this Agreement. TMN provides an online facilitation service.

In this Agreement, references to You and Your are references to the Customer who procures the Mentoring Services (i.e. the Student or Sponsor of which You may be just one or both) registered on the Platform who may benefit from the Mentoring Services offered by Mentors by way of using the TMN Services provided by TMN. When You use the Platform, the Services and the Mentoring Services, You agree that this Agreement and the terms and conditions within the (i) Privacy Policy, (ii) Cookie Policy, (iii) Website Terms of Services, (iv) terms available on the TMN website, and (v) Safeguarding Policy and Procedures apply to that use, which are incorporated by this reference (collectively, the Customer Terms). This licence is a personal licence which may be revoked at any time.

If You are uncertain as to Your rights under the Customer Terms or You require any explanation about them please contact us.

1. YOUR AGREEMENT WITH [Teach Me Now Ltd]

The Customer Terms govern the activities of Customers in relation to the Customer's use of the Platform and the Services. By using the Platform and the Services, You accept the Customer Terms in full.

TMN reserves the right to change the terms relating to the Customer Terms (in part or in full) at any time, effective immediately upon posting on the Platform. Please check the Platform and your Account periodically, read the Customer Terms carefully and ensure that You understand their effect before proceeding to use the Services. If You disagree with any part of the Customer Terms, do not use the Platform or the Services.

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 TMN Login.

Additional TMN Credits refers to TMN Credits that are credited to the Sponsor's Account by TMN as a result of the Customer's distribution of a Referral Discount Code (in accordance with clause ‎3.8). Additional TMN Credits shall have no cash equivalent, shall not be refundable or capable of being withdrawn, other than by means of a redemption in respect of the relevant Mentoring Services requested by the Student, and shall expire in accordance with the terms set out on the Platform.

Applicable Laws means all applicable laws, policies, guidelines or industry codes from time to time in force made by a regulatory body having jurisdiction over the relevant party or any of that party's assets, resources or business (in each case whether or not legally binding), which apply to the performance or receipt of the Services and to which either party is subject.

Cancellation Notification has the meaning given in clause ‎8.3.2.

Contract means the terms upon which and the period during which You are provided with Mentoring Services by any one Mentor as agreed between You and the Mentor via the Platform. The Contract is formed in accordance with clause ‎3.4.

Confidential Information means information in any form or medium (whether oral, written, electronic, or other) that the disclosing party considers confidential or proprietary, including without limitation information consisting of or relating to the disclosing party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the disclosing party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”.

Course(s): provision of Mentor Services by the Mentor to the Student(s) comprising of a number of Sessions that are bundled together, consisting of live Scheduled Sessions and asynchronous content, which may include pre-recorded videos, digital content and assessments.

Customer means a person who is registered to use the Platform with a view to directly entering into a formal contractual relationship with the Mentor for the provision of Mentoring Services as performed by the Mentor, whether that be the Student (if the Student is eighteen (18) years of age or older) and/or the Student's Sponsor (if the Student is under eighteen (18) years of age).

Customer FTMN means the amounts collected by TMN (gross of VAT) from the Customer on behalf of the Mentor for the provision of the Mentoring Services and TMN for the Services.

Customer Ratings means the feedback and ratings left by a Customer on the Platform in response to the performance of the Mentoring Services by a particular Mentor, which is scored on a 1-5 star rating (1 being poor; 5 being outstanding).

[Data Protection Legislation means all Applicable Laws relating to the processing, privacy and use of Personal Data, as applicable to either party or the Services, including:

the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003, the DIFC Law No. 5/020 (DIFC Data Protection Law), the ADGM Data Protection Regulations 2015, the ADGM Data Protection Regulations 2021 and Federal Law No. 15 of 2020 on Consumer Protection;

a) all other Applicable Laws in other countries, which relate to the use, collection or processing of Personal Data;

b) any laws that implement, replace, extend, re-enact, consolidate or amend any of the foregoing; and

c) all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Legislation (in each case whether or not legally binding).]

Data Protection Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Legislation.

Dispute means any dissatisfaction expressed by You, any complaint made by You, or any other dispute or potential dispute or claim made by You in connection with the provision of the Mentoring Services rendered by a Mentor (or the provision of the TMN Services which is communicated to TMN by You).

TMN Credit(s) represents the pre-paid credits held in the Customer's TMN Wallet with which the Mentoring Services can be purchased from the Mentor on the Platform upon redemption. One (1) TMN Credit represents one (1) U.S. Dollar.

TMN Discount Code refers to a promotional discount code, the details of which shall be set out on the Platform, that TMN may offer to registered Customers or new prospective Customers, and the value of which can be redeemed against the relevant Mentoring Services ordered.

TMN Credit Redemption Notice has the meaning given in clause ‎3.5. TMN Credit Top-Up Prompt has the meaning given in clause ‎3.6.

TMN Login refers to Your unique username and password.

TMN Wallet refers to the online electronic wallet which holds the Customer's TMN Credits that can be redeemed against the purchase of Mentoring Services from the Mentors on the Platform.

Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Losses means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fTMN), fines, liabilities, obligations, liens and expenses.

Materials refer to content relating to the Mentoring Services (including images (audio and/or visual), text, music, trademarks, symbols, logos and slogans).

Mentor means a registered mentor who has applied, has been assessed, and been selected to join the TMN community of Mentors and who wishes to carry out Mentoring Services, by way of delivering Scheduled Sessions and Packaged Sessions.

Mentor Discount Code refers to a promotional discount code, the details of which shall be set out on the Platform, that a Mentor may, at the sole discretion of TMN and subject to the prior approval of TMN, provide to registered Customers or new prospective Customers and the value of which can solely be redeemed against individual Scheduled Sessions, that are not purchased as part of a bundle of Packaged Sessions, ordered by the Customer.

Mentor Mail means the internal email system available for Customers to contact Mentors and vice versa via the Platform.

Mentoring Services means the provision of online mentoring by the Mentor to the Student, including without limitation by way of individual Scheduled Sessions and Packaged Sessions.

Packaged Sessions means the provision of Mentoring Services by the Mentor to the Student by way of a bundle of individual Scheduled Sessions packaged together at discounted rates, redeemable by the Student against Scheduled Sessions being delivered by the Mentor. The TMN Credits applicable to the Packaged Sessions shall be in accordance with the terms set out on the Platform.

PC Tools refers to the minimum requirements for using and accessing the Mentoring Services via the Platform including the use of a computer, recommended browser, webcam, a broadband internet connection (with sufficient bandwidth), a sound card and a headset and microphone.

Personal Data has the meaning given in applicable Data Protection Laws from time to time.

Platform means the website, www.teachmenow.com, operated and managed by TMN.

Referral Discount Code refers to a promotional discount code, the details of which shall be set out on the Platform, that TMN may provide to registered Customers to pass on to new prospective Customers, and the value of which can be redeemed against the first Mentoring Service ordered by the new prospective Customer, as described in clause ‎3.8.

Refund Request Notification refers to the email the Customer must send to TMN to request a refund of the funds held in the TMN Wallet by way of TMN Credits as referred to in clause ‎3.7.

Registration has the meaning given in clause ‎3.3.

Scheduled Session(s) refers to a type of Mentoring Service that can be arranged and purchased on the Platform and which is delivered on a date and at a time pre-determined by the Mentor and subject to immediate payment of TMN Credits from the Customer's TMN Wallet. Scheduled Sessions may be purchased individually or as part of a bundle of Packaged Sessions.

Session(s) refers to any online pre-booked mentoring session, which is booked by the Customer via the Platform, including but not limited to individual Scheduled Sessions and Packaged Sessions. Sessions may be between an individual Student and a Mentor or between a group of Students and a Mentor.

Services includes the provision of an online platform (i.e. a website) whereupon TMN provides a fully serviced online marketplace for Customers to contact Mentors. TMN does not provide the Mentoring Services, but facilitates their provision by Mentors to their Customers via the Platform. The Services further include a database of Mentors, Students, Materials and other documentation, texts, notes and works used and exchanged between the Mentor and Student during a Session, and back office support including customer services, billing, website and IT services including the use of the virtual Session space.

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

Sponsor means, in the event the Student is under eighteen (18) years of age, the individual contracting on behalf of the Student with TMN and the Mentor for the provision of the Services and the Mentoring Services (specifically a parent/guardian/carer or other person), or the same person as the Student if the Student is over eighteen (18) years old, with responsibility for the Student and the payment of the Customer FTMN to TMN.

Sponsor Responsibilities has the meaning given in clause ‎‎3.1.

Student means a person receiving the Mentoring Services via the Platform as delivered by a Mentor.

Term has the meaning given in clause 13.

UGC means user generated content provided (including Materials as defined), uploaded, embedded or otherwise displayed and/ or stored on the Platform by the Customer 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 Platform for Your use and for use by TMN and a Mentor.

VAT means any applicable value added tax legally required to be chargeable on the Services and/or the Mentoring Services, as the case may be.

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 Customer) the address submitted during the Sponsor's Account Sign Up (as defined below) and (in the case of TMN), the registered address.

3. STUDENT AND SPONSORS REGISTRATION & TMN SERVICES

3.1.There is a two-step approach to initially signing up to the Platform. 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 Mentoring Services on behalf of Students, including but not limited to being responsible for paying Customer FTMN, requesting refunds, purchasing TMN Credits, receiving email communications from TMN, receiving Additional TMN Credits into the TMN Wallet, etc. (Sponsor Responsibilities). If You are a Student who is over eighteen (18) years of age you will not require a Sponsor. As a Sponsor, 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 Platform and to benefit from the Services in accordance with the Customer Terms.

3.2.1.You will keep Your password relevant to the Platform and the Services confidential and not reveal it to anyone else.

3.2.2.You are responsible for all activities that are carried out under Your username and password which shall represent Your TMN Login. We do not have the means to check the identities of all people using the Platform and will not be liable where Your username and/or password are used by someone else.

3.2.3.You agree to notify TMN within 24 hours by email to contact@teachmenow.com of any unauthorised use of Your Account of which You become aware (with "IMPORTANT – PASSWORD" in the subject line).

3.2.4.You will not create additional Accounts for the purpose of abusing the functionality of the Platform or other registered Customers or for any other reason in breach of this Agreement.

3.3. Once You have secure logins to the TMN Platform, You will then be required to complete Your registration by telling us some basic information about You and the subjects You wish to receive Mentoring Services for by using our simple online form (Registration).

3.3.1.Completing Registration will give You access to protected areas of the Platform. You can proceed to select potential Mentors by reviewing their personal résumés and profiles. If applicable, you may read Customer Ratings from others who have previously been Customers of that Mentor.

3.4. When You book Your Session on the Platform, You will be given the opportunity to identify and correct any errors with Your information before You make payment.

3.4.1.You will then be required to make payment in accordance with clause ‎6.

3.4.2.If Your payment is successful, We, on behalf of Mentors, 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 the Customer Terms.

3.4.3.Payment can only be made from the Sponsor's Account.

3.4.4.Customers can request a Scheduled Session, or a bundle of Packaged Sessions with a Mentor.

3.5. Customers can purchase Mentoring Services by first purchasing TMN Credits.

3.5.1.The price and conversion of TMN Credits is the following: one (1) TMN Credit represents one (1) U.S. Dollar.

3.5.2. TMN Credits are held in the TMN Wallet and can be redeemed against the purchase of Mentoring Services from a Mentor.

3.5.3.Provided that You have sufficient TMN Credits in Your TMN Wallet, the requisite number of TMN Credits payable shall be deducted from Your TMN Wallet automatically upon the booking of a Session and the balance of TMN Credits in Your TMN Wallet shall be reduced accordingly.

3.5.4.When Mentoring Services are paid for by using TMN Credits from Your TMN Wallet, the Sponsor will receive notification of this by email (TMN Credit Redemption Notice).

3.6. In the event that Your TMN Wallet contains no TMN Credits or insufficient TMN Credits, We will send You notice of this (TMN Credit Top-Up Prompt) and You will not be able to purchase Mentoring Services until you have sufficient TMN Credits in Your TMN Wallet for the relevant Mentoring Services requested.

3.7. You may request a refund for unused TMN Credits in Your TMN Wallet (excluding any Additional TMN Credits, 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 the relevant Mentoring Services) at any time.

3.7.1.You must provide Your request by email to hello@teachmenow.com and include all Your bank details (i.e. Your full name, address, account number and swift code ("Refund Request Notification"). TMN shall endeavor to refund you within thirty (30) days of TMN's receipt of Your Refund Request Notification, subject to any additional time taken by third party payment processing providers and Your banking clearing systems. Refunds shall only be provided in respect of TMN 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 TMN Credits purchased more than six (6) months prior to the Refund Request Notification, including any TMN Credits associated with an account terminated for inactivity pursuant to clause 3.9. Refunds shall only be processed against Your original mode of payment.

3.8. Discount Codes

3.8.1.Mentor Discount Code: A Mentor may, at the sole discretion of TMN, provide the Customers with a Mentor Discount Code that will entitle the Customers to a discount on Scheduled Sessions (the details of which shall be set out on the Platform).

3.8.2. TMN Discount Code: TMN may, at the sole discretion of TMN, provide the Customers with an TMN Discount Code that will entitle the Customers to a discount on a Session (the details of which shall be set out on the Platform).

3.8.3.Referral Discount Code: at the sole discretion of TMN, an existing Customer may provide to new prospective Customers a Referral Discount Code, which will entitle the new prospective Customer to a discount on the first Session ordered by the newly registered Customer.

3.8.3.1. Once the first Session is successfully completed, the referring Customer will automatically receive Additional TMN Credits into its TMN Wallet to the equivalent sum of the discount given to the newly registered Customer. These Additional TMN Credits have no cash value and cannot be refunded and shall expire in accordance with the terms set out on the Platform.

3.8.3.2. The Referral Discount Code can be distributed by the referring Customer for an unlimited number of times and used by an unlimited number of newly registered Customers, but the Additional TMN Credits that can be accrued by the referring Customer in respect of any one Referral Discount Code is capped at one hundred (100) Additional TMN Credits.

3.8.4. TMN reserves the right to change any element of the Mentor Discount Codes, TMN Discount Codes and Referral Discount Codes such as the amount of discount given, the expiration date of the discount, as well as the number of Additional TMN Credits awarded to the referring Customer. Further, TMN reserves the right to amend any promotion at any time which may affect the distribution of Additional TMN Credits.

3.9. TMN reserves the right to suspend or terminate Your ability to purchase Mentoring Services at any time and for any reason without liability to TMN. Where terminated, Your TMN Login and Account shall be deactivated. TMN reserves the right to terminate Your TMN Login and Account after a six (6) month long continuous period of inactivity, which means that You will no longer be permitted to use the TMN Services to purchase Mentoring Services via the Platform. You will not be entitled to a refund of any TMN Credits associated with an account that is terminated due to six (6) months of inactivity. You will not be permitted to re-access the Platform and the TMN Services without TMN's express written permission and any terms intended to survive termination, including but not limited to clause 7.6, shall continue.

4. CUSTOMER OBLIGATIONS

4.1. When You use the Platform and the Services and when You book and accept the Mentoring Services, You must comply with any requirements as directed by TMN and the Mentor as amended from time to time and in accordance with the Customer Terms. The Customer further and specifically agrTMN to:

4.1.1.comply with the Safeguarding Policy;

4.1.2.treat the Mentor with respect and fairness, and not subject them to abusive behavior or language;

4.1.3.not disclose any personal details, personal or sensitive information or contact details to the Mentor;

4.1.4.not make any improper suggestions to the Mentor;

4.1.5.not display or circulate indecent pictures or videos, using the Platform and, if the Customer witnesses any such behavior from fellow Customers or the Mentor, to disconnect and report the matter to TMN immediately (Note: Displaying adult pornographic material in the presence of minors constitutes an offence under the law);

4.1.6.not disrupt Sessions in any way;

4.1.7.not have any inappropriate communication with any Mentor;

4.1.8.report any dispute with a Mentor to TMN using TMN' safeguarding mailbox, and to their parent(s) or guardian(s);

4.1.9.report any inappropriate behavior/language or illegal activity by a Mentor to TMN using TMN' safeguarding mailbox;

4.1.10. immediately, where behavior by a Mentor is of a sexual nature towards the Customer or related to narcotics, inform a legal guardian/parent and terminate the Session. The legal guardian/parent should report the matter to TMN;

4.1.11.refrain from contacting any Mentor that the Customer has made a complaint against until such complaint has been resolved by TMN;

4.1.12. report to TMN any attempts of unsolicited contact by a Mentor after termination of a

4.1.13. report any defamatory, offensive, or illegal content on the Platform;

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

4.1.15. obtain and maintain all PC Tools to use and access the Services in accordance with the clauses ‎5.3, ‎5.3.1 and ‎5.3.2. Any problem concerning a technical issue regarding a Customer's personal computer or internet service provider is not the responsibility of TMN. You must use a headset and microphone (not loudspeakers), which must be plugged in and fully configured;

4.1.16. 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;

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

4.1.18. notify the Mentor and TMN immediately should the Student become incapacitated in any way and unable to attend the schedule Session;

4.1.19. be solely responsible in assessing the suitability of a Mentor to deliver the Mentoring Services and the accuracy of their stated credentials, qualifications, expertise, and references where applicable;

4.1.20. contact a Mentor through Mentor Mail via the Platform only. Other means of communication is prohibited;

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

4.1.22. not to publish any abusive comments about a Mentor or another Customer on the Platform or any other place including defamatory or derogatory comments.

5. TMN OBLIGATIONS

5.1.TMN agrTMN to:

5.1.1.provide the TMN Services with all due care, skill and ability and in a timely manner and in the best interests of the Customers and the Mentor;

5.1.2.devote as much time to the provision of the TMN Services as may be necessary for their proper performance; and

5.1.3.provide to the Customers all such information as they may reasonably require in connection with the provision of the TMN Services.

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

5.3. You are solely responsible for validating the interoperability and proper functioning of the PC Tools and for undergoing troubleshooting where necessary. See the FAQs provided on the Platform relating to "Technical" questions about the Session space which offer access to a technical guidance which may assist You. This includes information relating to the minimum system requirements.

5.3.1.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. TMN uses all reasonable endeavours to make the Services available to all Customers, and where this is not possible for any reason whatsoever, TMN 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:

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

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

5.3.1.3.Your failure to at least meet the minimum system requirements.

5.3.2.You acknowledge and accept that from time to time, You may experience entire or partial failure of Your video during a Session due to fluctuations or insufficient bandwidth and under such circumstances, You agree that the Session 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 Mentor.

6. CUSTOMER FTMN

6.1. The Mentor authorises TMN and its agents to accept on Mentor's behalf any credit or debit cards or other forms of payment approved by TMN in connection with the provision of the Mentoring Services via the Platform, including but not limited to Mastercard, Visa and Maestro debit cards, as well as Google Pay, Android Pay and Apple Pay.

6.2. The Mentor authorises TMN to charge and collect on Mentor's behalf the face value of each Session at the current rates provided on the Platform from the Customers.

6.3. The Customer shall pay to TMN the Customer FTMN by any means made available via the Platform from time to time. TMN will apply VAT for the Services if it is determined that VAT is payable.

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

6.5. The Mentors have entered into a Contract with You and are engaged by You to provide the Mentoring Services. Mentors and Customers do not have the power to bind TMN in any way in respect of the obligations of the one to the other.

7. CONDUCT AND FRAUD

7.1. 7.1. You may only access the Platform 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 Mentors with respect and not use obscenities, make threats, or discuss matters other than those directly related to the subject of the Session.

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 Mentor that could be considered personally identifiable information including Your address, telephone number, email address, government issued ID 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 TMN will pass Your name on to Your Mentor and You hereby forfeit Your privacy and anonymity under the Customer Terms to the extent necessary to utilise the Services

7.4 You agree that You will not solicit any such information from any Mentor, and agree that if any Mentor 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 Session 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 the Customer Terms or is otherwise, in TMN's sole opinion, objectionable.

7.6 You shall not, without the prior written consent of TMN, at any time from the date of commencement of the Customer Terms to the expiry of one (1) calendar year after termination of the Customer Terms whereupon Your Account and TMN 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 Mentor introduced to You by TMN

8. CANCELLATIONS, RESCHEDULING, LATE POLICY, NO-SHOW, AND EXTENSION OR REDUCTION IN SESSION TIME

8.1.This clause shall not apply to any cancellation or termination of a Session under clause ‎13.2.

8.2.Subject to this clause ‎8, Scheduled Session arrangements between a Customer and a Mentor may be amended by either party at any time in advance of the Scheduled Session start date and time. All amendments must be made in writing in advance by the Customer or Mentor directly via the Platform.

8.3.Customer's Rights and Obligations

8.3.1.For the avoidance of doubt, a Customer shall not be entitled to schedule a Scheduled Session (or extend a Scheduled Session pursuant to clause 8.3.5.2) if the Customer does not have sufficient TMN Credits in the TMN Wallet for the requested (or extended) Scheduled Session.

8.3.2.Customer cancellation and rescheduling:

8.3.2.1. Subject to clause 8.3.2.2, the Customer shall be entitled to either cancel a Scheduled Session and request a refund after purchasing a Scheduled Session or reschedule a Scheduled Session.

8.3.2.2. If the Customer cancels or seeks to reschedule a Scheduled Session:

8.3.2.2.1. within forty-eight (48) hours of the Scheduled Session start date and time:

8.3.2.2.1.1. the Customer shall forfeit the Customer FTMN (and associated VAT); and

8.3.2.2.1.2. if the Scheduled Session is a group Scheduled Session involving multiple Students and requires the attendance of a minimum number of Students, where the cancellation or rescheduling results in less than the minimum number of Students to effectively run the Scheduled Session, the Mentor may cancel the Scheduled Session;

8.3.2.2.2. in excess of forty-eight (48) hours of the Scheduled Session start date and time:

8.3.2.2.2.1. the Customer may re-schedule the Scheduled Session at no extra charge; or

8.3.2.2.2.2. where the Customer does not re-schedule the Scheduled Session, the Customer's TMN Wallet shall be credited with the full amount of the Customer FTMN (and associated VAT) paid less any administration fee payable by the Customer to TMN at TMN's sole discretion.

8.3.3. Student late policy and no-show

8.3.3.1. If the Student is late in attending a Scheduled Session, then the Customer shall be charged for the entire Scheduled Session and shall not be entitled to any refund.

8.3.3.2. If a Customer does not give advance written notice to the Mentor and the Student fails to attend a Scheduled Session fifteen (15) minutes after the start time of the Scheduled Session, then the Mentor shall be entitled to cancel the Scheduled Session. A refund of the Customer FTMN (and associated VAT) shall not be issued to the Customer in such an event.

8.3.4.Ending a Scheduled Session early or extending the Scheduled Session beyond the scheduled time

8.3.4.1. If a Customer requests to end a Scheduled Session early, the Customer shall be charged the Customer FTMN (and associated VAT) for the full Scheduled Session and shall not be entitled to a partial or full refund.

8.3.4.2. Where a Scheduled Session is expected to go beyond the agreed, scheduled time, the Mentor shall inform the Customer(s) shortly before the end of the Scheduled Session and, if the Customer(s) agree to proceed with the Scheduled Session beyond the scheduled time, the Customer(s) shall be charged Customer FTMN (and associated VAT) for a pro-rata amount to cover the additional time the Student(s) utilize(s) the Mentoring Services and the Mentor shall be paid its pro-rata share of the Mentor FTMN accordingly. Where a Customer's TMN Credits are depleted completely during the additional time of a Scheduled Session, that Scheduled Session will automatically terminate for that Student.

8.3.5.Technical errors

8.3.5.1. If a Student is unable to attend a Scheduled Session due to technical difficulties, the TMN support team shall determine in its sole discretion on a case by case basis whether the Customer FTMN (and associated VAT) shall be refunded to the Customer.

8.4. Mentor's Rights and Obligations

8.4.1.Mentor cancellation and rescheduling

8.4.1.1. Subject to clause 8.4.1.2, the Mentor shall be entitled to cancel or reschedule a Session.

8.4.1.2. If the Mentor cancels or seeks to reschedule a Scheduled Session:

8.4.1.2.1. within forty-eight (48) hours of the Scheduled Session start date and time, the Your TMN Wallet shall be credited with the full amount of the Customer FTMN (and associated VAT); or

8.4.1.2.2. in excess of forty-eight (48) hours of the Scheduled Session start date and time, the Mentor shall offer the Customer either:

8.4.1.2.2.1. a re-scheduled Scheduled Session; or failing agreement on that between the parties,

8.4.1.2.2.2. Your TMN Wallet shall be credited with the full amount of the Customer FTMN (and associated VAT).

8.4.2.Mentor late policy and no-show

8.4.2.1. If the Mentor is up to 15 minutes late in attending a Scheduled Session,

8.4.2.1.1the Scheduled Session time may, by agreement of the Mentor and the Customer, be extended by an amount equal to the Mentor’s delayed time and the Customer shall not be additionally charged for the extended Scheduled Session time; or

8.4.2.1.2the Mentor shall be required to schedule to teach the Customer at another time for a period of time equal to the time that the Supplier was late to attend the Scheduled Session

8.4.2.2. If the Mentor does not give advance written notice to the Customer and fails to attend a Scheduled Session fifteen (15) minutes after the start time of the Scheduled Session, then the Customer shall be entitled to cancel the Scheduled Session. A refund of the Customer FTMN (and associated VAT) shall be issued to the Customer in such an event.

8.4.3.Ending a Scheduled Session early or extending the Scheduled Session beyond the scheduled time

8.4.3.1. The Mentor shall only be entitled to end a Scheduled Session early in the event of an emergency. The circumstances constituting an emergency shall be determined at TMN's sole discretion on a case by case basis. If TMN determines that an emergency had arisen, the Customer shall be charged Customer FTMN (and associated VAT) for a pro-rata amount to cover the time the Student utilized the Mentoring Services.

8.4.3.2. Where a Scheduled Session is expected to go beyond the agreed, scheduled time, the Mentor shall inform the Student(s) shortly before the end of the Scheduled Session and, if the Customer(s) agree to proceed with the Scheduled Session beyond the scheduled time, the Customer(s) shall be charged Customer FTMN (and associated VAT) for a pro-rata amount to cover the additional time the Student(s) utilize(s) the Mentoring Services and the Mentor shall be paid its pro-rata share of the Mentor FTMN accordingly. Where a Customer's TMN Credits are depleted completely during the additional time of a Session, that Session will automatically terminate for that Student.

8.4.4.Technical errors

8.4.4.1. If the Mentor is unable to attend a Scheduled Session due to technical difficulties, the TMN support team shall determine in its sole discretion on a case by case basis whether the Customer FTMN (and associated VAT) shall be refunded to the Customer, in relation to the missed Scheduled Session, or whether a rescheduled Scheduled Session shall be offered instead.

9. RATINGS AND FEEDBACK

9.1. It is a feature of the Platform and the TMN Services that:

9.1.1.the Customers will leave Customer Ratings upon completion of a Scheduled Session;

9.1.2.the Customers may "Flag a Mentor" upon completion of a Scheduled Session whereby issues such as Session quality, Mentor communication and inappropriate behavior by the Mentor can be brought to TMN's attention; and

9.1.3.a Mentor may complete feedback or provide comments on a Customer to TMN.

9.2.A Mentor or a Customer 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, TMN will have full discretion as to whether they inform the other of such feedback. Where it deems necessary, TMN is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, shall be entitled to suspend the TMN Services until an investigation is carried out and/or terminate Your Agreement forthwith under clause 13. TMN may, in its complete discretion "Flag a Supplier" where negative Student Ratings or Student feedback is received.

10. INTELLECTUAL PROPERTY

10.1. When using the Services, if You publish any UGC via the Platform by way of, for example, uploading text, images or videos or contributing to publicly accessible areas of the Platform, You automatically grant:

10.1.1. to TMN, 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 TMN 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;

10.1.2. to each user of the Services whether registered as a Mentor or Customer 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.

10.1.3. "Publicly accessible" areas of the Platform are intended by TMN to be those parts of the Platform that are available to all of those visiting the Platform whether registered on the Platform or not

10.2. You agree that any UGC You contribute to Sessions or to the Platform 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 ‎10.1

10.3. All Intellectual Property Rights in all Materials produced by the Mentor pursuant to the performance of the Mentoring Services shall be the property of the Mentor.

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

11. DATA PROTECTION AND PRIVACY

11.1. In respect of any Personal Data processed by TMN and the Mentor pursuant to this Agreement, both parties warrant that they shall comply and will continue to comply with the Data Protection Legislation and any regulations made thereunder.

11.2. The Customer hereby agrTMN that:

11.2.1. by utilising the Platform and the Services, You agree that TMN may collect and use Your information in accordance with the Privacy Policy; and

11.2.2. by releasing any Personal Data as submitted by the Customer on the Platform, You acknowledge that You are wilfully providing Your Personal Data in an attempt to initiate contact with one or more potential Mentors.

11.3. You understand that by accepting the Customer Terms, You agree that TMN and the Platform are not responsible for any advice or information given by a Mentor who a potential Customer 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 the Customer Terms to the extent necessary to utilise the Services.

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 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. 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 considered Confidential Information and may not be disclosed by one party without the prior written consent of the other party.

12.4. On termination of this Agreement, the Customer shall immediately return all ESS's Confidential Information in the Customer's possession together with all copies thereof; or, if required to do so, destroy all ESS's Confidential Information in the Customer's 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 TMN that this has been done.

13. TERMINATION

13.1.The Customer Terms shall commence on the date We activate Your Account on the Platform and shall continue unless terminated:

13.1.1.with immediate effect without Written Notice or compensation pursuant to clauses ‎9.3 or ‎13.2; or

13.1.2.with immediate effect and without compensation upon either party serving Written Notice on the other or, if the Customer is committed to any existing Contract, upon the conclusion of the existing Contracts, provided that TMN has no objections to the continuance of any existing Contract, (the "Term").

13.2. TMN reserves the right to suspend and/or terminate this Agreement with You immediately without compensation or Written Notice:

13.2.1.at any time and for any reason without liability to TMN;

13.2.2.if You commit a breach of any of the Customer Terms;

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

13.2.4.if You act in any way that has brought, or could bring, TMN in to disrepute; or

13.2.5.if You do not show up at a Session without having cancelled it or You repeatedly cancel Sessions.

13.3. In any event of termination pursuant to this clause ‎13:

13.3.1.The Customer shall pay for all Mentoring Services already successfully delivered and which are not the subject of a Dispute as at the date of termination;

13.3.2.neither TMN nor the Mentor shall be liable for any Losses incurred by You after the date of termination. For the avoidance of doubt, if TMN terminates this Agreement with You and You have paid the Mentor for Sessions in advance, TMN agrTMN to procure that the Mentor will refund You all the pre-payments within thirty (30) calendar days of termination.

13.3.3. TMN reserves the right to disallow a Student to re-register with a different Sponsor. If You are a Sponsor for more than one Student, TMN 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 Customer, You hereby warrant, represent and undertake to TMN and Mentor that:

14.1.1.The Student is at least eighteen (18) years of age and if not, both Student and Sponsor will each register on the Platform pursuant to clause 3.1;

14.1.2.You are personally responsible for the information posted by You on the Platform and submitted throughout Sign Up and Registration which You shall ensure is accurate, true, up-to-date and complete at all times;

14.1.3.You are wholly responsible for the appropriateness and the content of any UGC used and/or submitted by You during Your Contract. No UGC will be offensive or defamatory;

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

14.1.5.Whilst this contract is in force you will only ever contact a Mentor via the Platform;

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

14.1.7.You agree to comply with all Applicable Laws, regulations and codes of practice which regulate the activities of the online environment;

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

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

14.1.10. You have read, understood and familiarised yourself with our Safeguarding Policies and Procedures in respect of child protection and online safety and are aware that safeguarding issues can be raised with TMN by writing to TMN at safeguarding@teachmenow.com.

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

14.2.1. the Services;

14.2.2. any breach of the Customer 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 the Customer Terms by TMN or by TMN's negligence); and

14.2.3. any and all claims, complaints or legal proceedings instigated by a Mentor 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 Platform or the Services. Our liability to You whether in contract, tort or otherwise shall in no circumstances exceed the total Customer FTMN paid by You in the one (1) month preceding the date on which the liability arose.

15.2. Nothing in the Customer 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. Except as expressly set out in this Agreement, TMN 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.All Disputes reported to TMN by a Customer (or by a Mentor) via the Platform will be investigated at TMN'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 TMN. TMN will use all reasonable endeavours to provide a written response via email to any issue raised by a Customer or a Mentor via the Platform within fifteen (15) days. TMN reserves the right to inform a Mentor or a Customer respectively of any Dispute raised against them and to provide them with a copy of any response provided by TMN.

16.2. During any given Contract, You must inform TMN immediately and in any event, within twenty-four (24) hours, of any Dispute You may have with a Mentor in connection with the provision of the Mentoring Services rendered by a Mentor or otherwise.

16.3. You agree to cooperate fully with TMN in resolving any Dispute with a Mentor.

16.4. TMN 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. The consequence of any investigation instigated by You or a Mentor is entirely at TMN's discretion.

17. GENERAL

17.1.17.1. Assignment

17.1.1. You shall not, without the prior written consent of TMN, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Customer Terms. TMN 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 the Customer Terms.

17.2. Enforceability

7.2.1. If any one or more of the provisions of the Customer 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 the Customer Terms to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.

17.3. Entire Agreement

17.3.1. The Customer Terms, which for the avoidance of doubt include (i) this Agreement, the (ii) Terms of Service, (iii) Safeguarding Policy and Safeguarding Procedures, (iv) Privacy Policy, and (v) Cookie Policy, constitute the entire agreement between You and TMN in relation to Your use of the Platform and the Services and supersedes any prior representations, arrangements, understanding, inducements or agreements relating to its subject matter, whether written or oral.

17.3.2. Each of the parties acknowledge and agree that in entering into the Customer Terms it does not rely on, and shall have no remedy in respect of, any undertaking, promise, assurance, statement, representation, warranty or understanding (whether written or oral) of any person (whether party to the Customer Terms or not) relating to the subject matter of the Customer Terms other than as expressly set out in the Customer Terms.

17.4. No Partnership

17.4.1. 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.

18. THIRD PARTY RIGHTS

18.1. The Customer Terms are for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of the Customer Terms

19. LAW AND JURISDICTION

19.1.19.1. The Customer Terms are governed by English Law and any disputes arising in relation to the Customer Terms, the Platform or the Services are subject to the exclusive jurisdiction of the English Courts, which shall have exclusive jurisdiction to settle such disputes. This provision shall survive termination of this Agreement