These are the terms under which SOTC Ltd (“we”, “us”, “our” or “the company”), a company registered in England (company number 09328574), and whose registered office is at 185 Ashburton Triangle Drayton Park, London, United Kingdom, N5 1GD, makes the Spires platform available to people wishing to find and engage a tutor (“you”, “your”, “the client”). These terms were produced in accordance with the Employment Agencies Act 1973, under which we are an Employment Agency. We do not act as your agent for engaging tutors, as explained below.

INTRODUCTION

1. What we do

1.1. Spires is an online 1-2-1 tutoring marketplace. Clients use Spires to find highly-qualified tutors for themselves or for others, such as their children, and then use our platform to communicate, schedule, have and pay for online classes.

CLIENT TERMS

2. Introduction

2.1. Application of terms: These terms apply to you if you have created a client account. They form a contract between you and us. That contract includes everything incorporated by reference, and in particular, our code of conduct.

2.2. Code of conduct: you must obey our code of conduct (available at code of conduct) at all times.

2.3. Students: you may engage tutors on behalf of others (“students”), for example for younger members of the family who would otherwise be ineligible to create an account. When you do so, you must ensure that your students obey the code of conduct in the same way you are required to.

2.4. Use of platform: you must communicate and arrange for classes to be taken through the platform.

2.5. Relationship with tutors: when you engage a tutor, you may negotiate any terms that you like, provided that in so doing you do not violate your agreement with us. You should bear in mind that our platform automatically carries out various tasks for you. The platform’s automatic operation is not intended to impose constraints on the kind of agreement you may make with a tutor and we leave it to you and the tutor to resolve how to make best use of the platform.

2.6. Recordings of classes: classes are automatically recorded using the “Lessonspace” service, provided by Lessonspace, Inc. A copy of the class recording is made available by Lessonspace to use for a period of 180 days after the class took place.

2.7. Information submitted to the site: You are responsible for all content that you make available through our platform. Accordingly, you warrant that:

2.7.1. You have the right to make that content available, for example because you are the owner of the content, or have suitable permission from the owner to do so.

2.7.2. The making available of the content does not infringe a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

3. Our fee

3.1. We charge a 35% fee (the “platform fee”) for each class, calculated as a fixed percentage on top of the tutor’s fee.

3.1.1. Fees may be subject to VAT (at a rate of 20% in the UK) or other similar sales or value-added tax applicable to the payment in question.

3.1.2. We believe that the majority of tutors are not VAT-registered, but this is not information we collect. Tax payable on fees by tutors is a matter for the tutor.

3.1.3. Our fee will be charged in the same currency as the fee agreed with the tutor.

3.2. You must pay us the platform fee due on any class that takes place. If, for whatever reason, we do not receive payment, whether through our platform or otherwise, or we are required to make a repayment through an external payment system and there is a shortfall in your payment, any outstanding platform fee or fees will be a debt owed by you to us, even if the shortfall arises after termination of this agreement.

3.3. If, in breach of this agreement, you take any action to conceal the fee due to us, including engaging the tutor to deliver classes other than through the platform, we may in our absolute discretion elect to serve notice on you for the payment of liquidated damages. The service of such a notice will convert the damages due from you to us for the breach or breaches identified in the notice to a debt of £500 (plus any VAT that may be due) owed by you to us on the date of service. You agree that it would be difficult for us properly to calculate the amount of damages and that it is therefore convenient for us to agree a fixed sum as liquidated damages.

4. Payments

4.1. In order to book a class, you must set up a payment method with us, for example by having a valid payment card associated with your account.

4.2. When you supply information for billing and payment purposes, it must be accurate and belong to you.

4.3. Paying us: Payments are handled by the independent third-party payment provider, Stripe

4.4. Paying tutors: The platform will automatically compute fees, based on the rate agreed between you and the tutor via the platform and the length of a class; and then submit this information to Stripe to process and handle payments. As with the other terms between you and the tutor, you are free to use alternative methods. You must still pay the platform fee via Stripe.

4.5. Clients may, in certain circumstances, maintain credit in their accounts, for example as the result of a refund. If you are in credit, fees are deducted from the credit balance first.

5. Eligibility

5.1. You must be 18 years old or over.

5.2. Students under the age of 18 must at all times use the platform only in conjunction with the permission of, and under the supervision of a parent, legal guardian, or appropriate person aged 18 or over. This person will be understood to be the client, and is responsible for any and all usage and activity of the student.

6. Our service : general

6.1. In return for the fee(s) you pay us, we:

6.1.1. Assemble, maintain and index a database of potential tutors.

6.1.2. Make the platform available for you to engage tutors and for you, or your students, to receive tutoring.

6.1.3. Provide support for your use of our platform.

7. Our service : tutors

7.1. Although we hope that you will find a tutor or tutors that are suitable for you, we cannot, and so do not, promise that you will find any or any suitable tutors in our database or that tutors you did find useful on one occasion will continue to be useful in another.

7.2. We make best efforts to ensure that those tutors who sign up are suitable to the following extent:

7.2.1. We ask tutors to provide, where possible, information revealing any criminal convictions that might disqualify them from teaching young people. In the case of the UK we ask for tutors to provide an enhanced check under the UK government disclosure and barring system (DBS). For tutors in other countries we ask them to provide similar evidence.

7.2.2. Have at least 2 years’ relevant teaching experience and professional references.

7.3. Where carrying out best efforts checks on tutors of the kind discussed above, we have no way of making absolutely certain that all such information is genuine, but we reject any tutor where we either have not seen; or are not convinced by the evidence we have been shown.

7.4. Except to the extent explained in the previous paragraphs, we have no control over the nature or quality of the tutors. We are not responsible for their failure to deliver classes or classes that are suitable for the student. It is up to you whether to engage a tutor and what action you take if you think a tutor’s skill or other conduct has fallen short of what you expect.

8. Our service : platform and website

8.1. Our platform is accessible through the website https://spires.co.

8.2. We make best efforts to ensure that our platform runs properly and that it is available except for periods of scheduled maintenance. Despite our best efforts, there will be times when the platform is not available for one reason or another. For that reason, we cannot guarantee – and therefore do not promise that the operation of the platform will be continuous or faultless.

8.3. We may suspend your access to our platform at any time, irrespective of whether there are classes booked, if we believe that:

8.3.1. We are required to do so by law or your continued use of our platform contravenes, or is likely to contravene, any applicable law.

8.3.2. Your use of the platform violates, or is likely to violate, any other person’s rights.

8.3.3. We reasonably believe you are in breach of your agreement with us.

8.4. We reserve the right to modify and/or update the platform’s functionality as may be required at any time without prior notice.

9. Our service: support

9.1. We provide ongoing administrative support from 9:00am to 6:00pm (United Kingdom time) during weekdays except during English public holidays. For example: we make best efforts to answer your queries; help with tech issues; mediate disputes; and sort out payment issues.

10. Disputes

10.1. If you have a grievance about a tutor, then you should communicate it in writing to the tutor and attempt to resolve the issue amicably. Your relationship with a tutor is between you and the tutor. We have no power to compel a tutor to refund you for an incomplete or poorly conducted class or one which they failed to attend.

10.2. However, if you are not able to resolve a dispute, you may escalate the matter to us. We may at our discretion investigate the cause of the grievance and seek to mediate a resolution, but we are under no obligation to do so or, if we are unable to obtain a successful resolution, provide any alternative remedy.

10.3. Any offer we may make in the event of dissatisfaction is at the discretion of the company and does not constitute acceptance of responsibility for the outcome of tutoring services.

11. Duration and termination

11.1. This agreement shall start on the date your account is created and continue until it is terminated by either party giving notice to the other, which they may do at any time and without any restriction, as follow:

11.1.1. You may terminate this agreement at any time by deleting your account in the "Settings" section.

11.1.2. We may terminate this agreement by sending you a notice by email indicating that we have terminated it.

11.2. Termination of this agreement does not extinguish any liabilities that have already accrued, for example you will continue to owe us for any outstanding unpaid fees. Unless otherwise stated in our terms, all other obligations on one party to the other shall cease on termination.

12. Exclusion of Warranties

12.1. Our platform is provided on an "as is," "where is," "as available" and "with all faults" basis and, to the fullest extent permitted by law, are provided without warranty of any kind.

12.2. We disclaim all warranties with respect to the platform, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties regarding quiet enjoyment, quality of information, security, reliability, timeliness, availability of backed-up data and performance of the site and services.

12.3. We do not warrant that the site and services will meet your requirements, or that the operation of the site and services will be uninterrupted or error-free, or that defects in the site and services will be corrected in a timely manner, or that encryption algorithms, associated keys and other security measures will be secure or effective.

12.4. Other than carrying out visual checks of certain documentation as explained under “Our service: tutors” above, we do not attempt to verify the professional background or qualifications of tutors and we make no representations or warranties as to the claims made by, or the conduct of, tutors. It is your responsibility to take reasonable precautions in your communication with each other and check your compatibility with other users of the platform.

12.5. We make no guarantee as to the outcome of tutoring services, in respect of grades achieved, qualifications received and/or certification from any educational institution. The quality and outcome of a student’s work remains their responsibility.

12.6. No advice or information, whether oral or written, obtained from us or through the site, services or collective content, will create any warranty not expressly made herein.

13. Liability and Damages

13.1. Acceptance of these Terms includes an agreement to indemnify the company, without limit, in respect of any claims arising out of, or relating to, tutoring services rendered through the platform.

13.2. Spires is not an agent for any user of the platform and will not be responsible for any damages or harm which results from the interactions of users.

13.3. Any class between users and any purchase of tutoring services are done at the parties' sole risk and discretion and you agree to take reasonable precautions in all interactions to exercise common sense and sound judgement in using the platform and disclosing information, including any personal information, the provision of which is not required by the platform.

13.4. The company accepts no liability for the outcome of any tutoring services rendered through the platform, or any academic judgement made upon the student’s work by any educational institution or professional body with which they may be affiliated. Responsibility for the success or failure of their efforts rests entirely with the student.

13.5. We shall not be liable for any consequential, indirect or special losses or for any of the following, whether direct or indirect: loss of profit or savings, loss of opportunity or contract, loss of reputation or goodwill arising from use of the platform or associated tutoring services. We disclaim any liability for disruption to tutoring services from the unavailability or performance of the platform and will accept no liability for loss of earnings or any other detriment arising from this.

13.6. We shall not be liable for any loss or any other damages that result from a corruption of data, lost communications, loss or corruption of software or downtime of either the platform or any third-party systems, including the loss or corruption of automated class recordings.

13.7. Users are solely responsible for all of their communications with other users of the platform. The company accepts no liability for any user content or written communications between users. Spires does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by users or other information made available through the platform.

13.8. Spires will not be held responsible for any Tutor's failure to comply with applicable laws or regulations.

13.9. In no event will spires' aggregate liability arising out of or in connection with these terms exceed the total amount of all the platform fees paid in relation to tutoring services.

13.10. This agreement does not limit or exclude liability where such limitation or exclusion would not be permitted by applicable law.

14. Data Protection

14.1. The company is a registered Data Controller with the Information Commissioner’s Office. Our reference number is ZA727596.

14.2. We process the personal data of users solely for the purposes of the proper functioning of the platform, communication between users and billing.

14.3. For further information, please see our privacy notice.

15. Trademarks, Intellectual Property and Licensing

15.1. Nothing in this agreement shall be interpreted as (i) granting, by implication or otherwise, any licence to use any trademarks, logos and/or other branding materials or (ii) an assignment of any rights including intellectual property rights.

15.2. Any trademarks, trade names, service marks and logos used and displayed on this website are the registered or unregistered trademarks of, and the exclusive property of Spires, and/or its affiliates or others and are protected under applicable law.

15.3. You may not modify, copy, duplicate, print, archive, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer or sell any information, material, software, products or services from the platform without our prior written consent except as part of the normal use of our platform.

15.4. We do not claim any ownership rights of any user content and nothing in these terms will be deemed to restrict any rights that you may have to use and exploit such content. In some cases, for example recordings of classes, content may be hosted on an external platform in which case the content and usage rules of that platform will govern what you may do with content accessible from it.

15.5. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licences and rights expressly granted in these terms.

16. Copyright Infringement

16.1. If you believe that your work has been copied in violation of applicable copyright law and used in a way that constitutes copyright infringement, please provide our Copyright Agent with the information set out below; without this information we will be unable to take action on your request:

i) Your contact information. We need sufficient information to be able to contact you, for example your physical or electronic email address or telephone number.

ii) Identification of the copyrighted work that you claim has been infringed. Please include reasonably sufficient details describing the copyrighted work that is claimed to be infringing.

iii) A description of where the material that you claim is infringing is located on Spires. Please include reasonably sufficient detail to enable us to identify and locate the work that is claimed to be infringing, including the explicit URL(s) of the exact work(s) and screen-shot(s) of the infringement.

16.2. We will review all claims of copyright infringement received and remove any content where we discover that it has been posted or distributed in violation of any copyright law. If you feel that content has been taken down inappropriately please contact our Copyright Agent who will provide information on the requirements and procedure for filing a counter-notification with us.

16.3. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:

Attention: Legal Department, SOTC Limited, 185 Ashburton Triangle Drayton Park, London, United Kingdom, N5 1GD

17. Notices

17.1. Any notices that need to be sent under these terms shall be written in English, sent by email to the receiving party's email address and deemed received when the receiving party's email server transmits a success code to the sending party. Our email address is [email protected]. Your email address is the most recent one you have entered on our system through your account.

18. Governing Law, Jurisdiction and Legal Notices

18.1. This agreement shall be governed by English law and the courts of England and Wales shall have jurisdiction to settle any disputes arising in connection with it.

18.2. You acknowledge and agree that you and Spires each waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Spires otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.

19. General

19.1. Our failure to enforce any right or provision of these terms will not constitute a waiver of future enforcement of that right or provision.

19.2. The exercise by either party of any of its remedies under these terms will be without prejudice to its other remedies under these terms or otherwise.

19.3. If any part of these terms and conditions of use is invalid or unenforceable pursuant to applicable laws, the invalid or unenforceable provision will be deemed to be severed from these terms without affecting the remainder hereof or superseded by a valid and enforceable provision that most closely matches the intent of the original provision.

19.4. Nothing in this agreement is intended to create a partnership, or to constitute one party the agent of another.

19.5. This agreement is not intended to confer any rights on third parties, and the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.