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Terms of Service
By using the Learntalk Limited white-label tutorial platform and services (herein after the “Services”) you are agreeing to be bound by the following terms and conditions ("Terms of Service"). Learntalk Limited Ltd (Company No. 2428220) is registered in Hong Kong SAR, China at Flat/RM C, Level 7 World Trust Tower 50 Stanley Street, Central, Hong Kong.
Services include but are not limited to use of Learntalk’s white-label tutorial platform delivered on a Software as a Service (SaaS) basis paid monthly. The platform and Services can be accessed in any country assuming the platform is not blocked by local firewalls. The Services are, but are not limited to, for the avoidance of doubt, the rental of Learntalk’s booking system, payment gateway integrations, student and teacher feedback, a virtual classroom and many other features. The platform is reliant on the third-party software vendors who will also have access to your data including Amazon Web Services, Digital Ocean, Heroku, Status Cake, Twilio, PayPal, Stripe, Adyen and many others, all of which handle the user data in accordance with the relevant Data Privacy laws and regulations.
Learntalk Limited reserves the right to update and change the Terms of Service, at any time. Learntalk Limited will make reasonably efforts to inform you about any changes to these terms of service.
These terms of service apply to any person (such as a self-employed tutor) or business (such as an agency) with a Learntalk Limited company account ("you"). Some clauses relate to both you and any user who you intentionally or unintentionally give access to Learntalk Limited (herein after "your users").
Any new features that augment or enhance the current Service, including the release of new tools, new functionality, website features or other resources, shall be subject to the Terms of Service.
Section A: Account Terms
- You must provide your legal name, a valid email address, and any other information requested in order to complete the onboarding/registration process.
- Your login credentials may only be used by one person – a single set of login credentials shared by multiple users is not allowed.
- Where you are an agency with an account, you may create login credentials for as many administrators, tutors, affiliates, clients and students as your price tier.
- You are responsible for maintaining the security of your account and password. Learntalk Limited cannot and will not be liable for any loss or damage from your failure to protect your login information. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.
- You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction or the UK (including but not limited to copyright laws).
- You are responsible for all Content posted, activity conducted and all persons who access (or even just view or see screenshots of) our Services through your account or internet connection. You should not permit any person who is not the account holder to access or interact with your account or our Services without first making them aware of these Terms of Service. In any event, all such activity that occurs under your account including Content posted by or suggested by other people shall be your responsibility (save where Learntalk Limited has accessed or is performing maintenance on any part of the site or your account).
- You retain all of your ownership rights in your Content, but you are required to, and you hereby do, grant Learntalk Limited a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the Services.
- We do not guarantee that our Services or any content on our site, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Services for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
Section B: Payments and Refunds
- If you sign up for a free trial on a paying account, and you do not cancel or become a full member within 30 days, you will be invited to begin paying for your subscription. If you choose not to pay once your trial has expired, your account will be suspended until payment is received. If you enter your payment information before the trial has ended, your trial ends on that day.
- The Service is billed in arrears on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for unused months with an open account.
- If you choose to save your details when paying for Learntalk Limited's service, Learntalk Limited reserves the right to take payment for invoices from that card.
- All payments are to be made in USD unless otherwise agreed.
- Payments are made via auto-debit using either Stripe, Paypal or Adyen as third-party acquirers.
- Learntalk Limited reserves the right to change our monthly fees upon 30 days notice from us. Fee change notices may be posted to the Service or on the Learntalk Limited website.
Section C: Fee Calculations
- Learntalk Limited fees are made up of two components: a fixed monthly fee and a usage fee which is proportional to the number of active user accounts using the platform.
- Fixed monthly fees are charged retrospectively via auto debit from a credit card.
- Usage fees are calculated and auto debited via credit card.
- For "electronic payments" (eg. where money is collected by Stripe or GoCardless) linked to Learntalk Limited an "application fee" is applied at transaction time based on the usage fee percentage.
Section D: Cancellation and Termination
- You alone are responsible for the proper cancellation of your account. You may cancel your account by emailing [email protected] .org.
- Learntalk Limited may cancel or suspend your account immediately without notice for any of the following reasons:
- Failure to pay an invoice or late payment (payment delayed by 5 days or more) .
- Illegal activity involving or in any way relating to use or misuse of Learntalk Limited.
- Any attempt by your users to extract data from the Learntalk Limited system which you do not rightly have access to or damage Learntalk Limited such that such access is made easier for others.
- Any damage (intentionally or otherwise) to the service Learntalk Limited offers by your users.
- Any activity by your users which results in a significant increase in the costs to Learntalk Limited of providing the Learntalk Limited service.
- Any activity by your users which defames Learntalk Limited or damages its reputation.
- In the event of cancellation or long-term suspension Learntalk Limited will provide exports of your data using all Learntalk Limited's standard export features free of charge unless prevented from doing so by law.
- If you cancel the Service before the end of your current paid up month, your subscription will continue until your final payment date when your card will be debited for the outstanding amount.
- Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content associated with your Account.
- Learntalk Limited reserves the right to refuse service to any new customer for any reason.
- Learntalk Limited reserves the right to modify the service at any time without notice. Unless otherwise agreed all customers will be provided with the same service as defined by their pricing tier.
Section E: Liability
Whether you are an end user (an individual) or agency/business:
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- All other statutory rights of individual end users are unaffected.
- Our maximum liability for errors, omissions, negligence, and defective digital content which is exclusively and wholly the fault of Learntalk Limited shall in all cases not otherwise excluded or limited in these Terms of Service shall be capped at the level of 10% of the amount of fees (being fixed monthly fees plus usage fees) paid by or on behalf of the affected user in the preceding 12 months before the default giving rise to the claim arose.
If you are an agency/business:
- We exclude all implied conditions, warranties, representations or other terms that may apply to our Services.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our Services; or
- use of or reliance on any content displayed on our site.
- In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
Section F: Control, Copyright and Content Ownership
- Learntalk Limited owns or licences the intellectual property rights to any and all protectable components of the Service, including but not limited to our site, any material published on it, the name of the Service, artwork and end-user interface elements contained within the Service, many of the individual features, and the related documentation. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
- You may not (without our express permission) copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service which Learntalk Limited owns. Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
- Learntalk Limited claims no intellectual property rights over the exact Content you upload or provide to the Service.
- We may transfer our rights, role, responsibilities contained in these Terms of Service and the legal agreement embodied by it, to someone else (such as a purchaser of Learntalk Limited in future). We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
Section G: How We Use Your Information (Data Protection)
- We do not sell, trade, or rent users personal identification information to others. We may share generic aggregated data such as demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates and advertisers. We may use third party service providers to help us operate our business or administer activities on our behalf. We may share your information with these third parties as part of our business operations.
- We treat your end user database with the greatest respect and will never share its contents with another user of Learntalk Limited. Individuals, be they tutors, clients, or students, can create Learntalk Limited accounts which they then use across multiple companies, therefore, these users may receive communications from different companies that are also using Learntalk Limited. A company with a Learntalk Limited account will only have access to the user data in its company-specific database.
- We do not store any cookies when using the platform.
Section H: General Conditions
- Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
- We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
- You warrant that any Content inputted by you shall not reasonably offend, cause harm or distress to any person or be unlawful, libelous, threatening, obscene, pornographic, defamatory, nor shall it violate any person’s intellectual property. You will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer (towards a third party) as a result of your breach of warranty.
- You agree not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Learntalk Limited.
- It is your responsibility to check every invoice and payment order to make sure they are correct before receiving or dispensing funds.
- You must not misuse our Services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
- You must not attempt to gain unauthorised access to our site or Services, the server on which our site is stored or any server, computer or database connected to Learntalk Limited. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. 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 Services will cease immediately.
- Learntalk Limited does not warrant that (i) the Service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
- Where our Services contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
- You may create links to our website or refer to our Services when you interact with others but you must not establish a link in such a way as to suggest any form of employment, affiliation, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice.
- Parts of the Services may include information and materials uploaded by other users, (including to bulletin boards, blogs, and chat functions). This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
- Learntalk Limited, its affiliates and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the Service. Your sole remedy for dissatisfaction with the Service is to stop using the Service.
- If any provision of the Terms of Service is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
- The failure of Learntalk Limited to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Learntalk Limited and govern your use of the Service, superseding any prior agreements between you and Learntalk Limited (including, but not limited to, any prior versions of the Terms of Service).
- Questions regarding the Terms of Service should be sent to Customer Support at [email protected], via post at Learntalk Limited Ltd (Company No. 2428220) is registered in Hong Kong SAR, China at Flat/RM C, Level 7 World Trust Tower 50 Stanley Street, Central, Hong Kong, or via phone at +852 2813 7600
- Any dispute over these terms of service and any disagreement between Learntalk Limited and its customers will be judged under the laws of the Hong Kong SAR shall have exclusive jurisdiction.
Authorised by the Board of Learntalk Limited with effect August 2021