1.1 In these Conditions, the following words have the following meanings:
Client: the party purchasing tutoring services.
Conditions: these conditions.
Contract: the contract between LLS and the Client for the provision of Tutoring Services incorporating these Conditions.
Fees: the fees due for the Tutoring Services.
Lesson: each lesson for Tutoring Services agreed between a Tutor and the Client.
LLS: London Language Studio Limited is a company registered in England and Wales with registered number 0945991, registered office at 1503 Strata, Walworth Road, London SE1 6EG.
Tutor Materials: all information, instructions and materials provided to the Student or the Client during the provision of the Tutoring Services, including webinars.
Students: the individuals receiving the Tutoring Services.
Tutor: the tutor that provides the Tutoring Services on behalf of LLS.
Tutoring Services: the tutoring services that the Client purchases from LLS.
Website: the LLS website.
Website Content: all materials on the Website, including all information, data, text, images, recordings and software.
1.2 In these Conditions, words in the singular include the plural; a reference to a Condition is to a Condition of these Conditions; and including means including but not limited to.
2.1 The terms of the Contract govern the supply of Tutoring Services to the exclusion of all other terms and conditions of business, including any that the Client may provide, and any terms implied by law, custom or practice to the maximum extent permitted by law.
2.2 LLS may vary these Conditions from time to time and LLS will post such amended Conditions on the Website. Any changes to the Conditions shall not affect any Tutoring Services that the Client has already paid for before such changes are posted.
3.1 LLS shall select a Tutor for the Student with reasonable skill and care and shall procure that such Tutor provides the Tutoring Services with reasonable skill and care. LLS shall provide the appropriate Tutor’s details to the Client, and the Client and the Tutor shall arrange suitable times, locations and dates for the provision and receipt of Tutoring Services. The Client agrees that the Tutor may charge, and the Client shall pay, travel expenses in respect of the provision of the Tutoring Services.
3.2 LLS shall use reasonable endeavours to ensure that a Tutor attends all Lessons, providing that LLS shall not be liable to the Client or the Student (except to offer a replacement lesson) if the Tutor does not attend a Lesson due to ill health, a family emergency and/or reasons beyond the reasonable control of a Tutor.
3.3 LLS makes reasonable efforts to investigate the backgrounds and experience of the Tutors, but the Client agrees that LLS does not make any representation or warranty (a) as to the ability, competence, or quality of any Tutor; and/or (b) that the information provided by any Tutor is true, accurate, current and/or complete. If the Client is dissatisfied with a Tutor, it shall promptly notify LLS, and LLS shall use reasonable endeavours to find an alternative Tutor.
3.4 LLS shall notify the Client if it becomes aware that the Tutor no longer intends to provide the Tutoring Services, and LLS shall use reasonable endeavours to find an alternative Tutor.
3.5 If LLS is unable to find an alternative Tutor under Condition 3.3 or 3.4, LLS shall refund all Fees paid for Tutoring Services not yet received.
3.6 Nothing in this Condition 3 shall affect a consumer’s rights to cancel the Contract under applicable laws and in accordance with Condition 6.1
4.1 The Client shall comply, and shall ensure that the Students comply, with the terms of the Contract.
4.2. If more than the number of Students who have paid for a Lesson attend a Lesson, the Client shall promptly notify LLS and shall pay all additional fees determined by LLS.
4.3 At the end of each Lesson, the Students shall sign the Tutor’s timesheet to confirm that the Lesson took place.
4.4 Notwithstanding any recommendation or otherwise of LLS, the Client shall be solely responsible for ensuring that the Tutoring Services are appropriate and suitable for its and/or the Students’ needs.
4.5 The Client shall permit LLS to use and reproduce the Client’s name and logo on the Website and other marketing materials in order to promote the Tutoring Services and LLS.
5.1 The Fees shall be calculated and paid as set out on the Website together with all applicable value added tax.
5.2 The Client shall pay all invoices to LLS in full without deduction, counterclaim or set off by the earlier of the day before the Lesson to which the invoice relates or within 30 days of the date of the invoice.
5.3 If the Client fails to pay an invoice by the due date, LLS shall be entitled to refuse to provide the Tutoring Services and to charge interest and compensation on any overdue sums, accruing from the due date up to the date of actual payment at the rate of 4% above the base rate of the Bank of England.
5.4 The Client shall not pay the Fees directly to the Tutor and shall promptly notify LLS if the Tutor requests any payment of the Fees. However, the Client shall pay the Tutor’s travel expenses directly to the Tutor.
6.1 The Client shall be entitled to cancel the Contract at any time on written notice to LLS. Within 30 days of the date of cancellation, LLS shall refund all Fees paid for Tutoring Services not yet received.
6.2 The Client shall be entitled to cancel or postpone an individual lesson on 24 hours’ notice to the Tutor and to LLS by email to email@example.com. If the Client gives less notice than required under this Condition or the Students fail to attend the Lesson, then LLS shall not be obliged either to refund the cost of the Lesson or to arrange a replacement Lesson except where such replacement Lesson is paid for in addition.
7.1 No IP Rights in the Tutor Materials and/or the Website Content are assigned to the Client or a Student under the Contract. The Student agrees that it shall not record or copy all or part of the Tutor Materials except with the agreement of the Tutor or LLS as appropriate.
7.2 Subject to the receipt of all Fees, and the terms of the Contract, LLS grants to the Client a non-exclusive, non-transferable right to access, download and use the Website Content for its internal purposes and to use the Tutor Materials in order to receive the Tutoring Services.
7.3 The Client shall (a) not remove, suppress or modify any proprietary marking from the Tutor Materials and/or the Website Content; (b) try to gain unauthorised access to the Website or any networks, servers or computer systems connected to the Website and/or reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Website save to the extent expressly permitted by law.
7.4 The copyright in Website Content is owned by or licensed to LLS. All rights are reserved. 7.5 The Website Content may contain information about education and tutoring services; the Client and its Students acknowledge that such content is for information only and the Client and its Students should not rely on it as advice.
7.6 The Website may contain links to websites operated by third parties. LLS does not have any influence or control over any such third party websites and LLS is not responsible for and do not endorse any third party websites or their availability or content.
7.7 LLS accepts no responsibility for advertisements contained within the Website. The advertiser, and not LLS, is responsible for such goods and/or services and any questions or complaints in relation to them should be addressed to the advertiser.
7.8 The LONDON LANGUAGE STUDIO is a trade mark of LLS.
8.1 The Client and LLS shall treat in confidence all information received from the other party in connection with the Contract. Each party shall not (a) disclose such information to any third party other than in accordance with the terms of the Contract; and (b) use such information for a purpose other than the exercise of its rights and obligations under the Contract.
8.2 Condition 8.1 shall not restrict a party from disclosing information to the extent required by law or a court of competent jurisdiction.
8.3 Condition 8.1 shall not apply to (a) information which a party can prove was rightfully in its possession prior to disclosure; and (b) information which is in the public domain (other than by a breach of the Contract or any other contract).
9.1 LLS shall exercise reasonable skill and care in the selection of the Tutors. All other warranties, conditions, representations and other terms implied by statute or common law are excluded from the Contract, to the fullest extent permitted by law. In particular, LLS does not warrant that (a) LLS will be able to find or supply a suitable Tutor for the Client or any Student; and/or (b) Students will reach any particular level of competence, pass any exam or receive any particular grade.
9.2 Subject to Condition 9.4, LLS shall not be liable for (a) any costs, claims, losses, expenses or damages incurred by the Client as a result of any act or omission of a Tutor; (b) loss of profits; (c) loss of business; (d) loss or corruption of data or information; (e) business interruption; (f) any kind of special, indirect, consequential loss or pure economic loss whether or not advised of the possibility of the same.
9.3 Subject to the other provisions of this Condition 9, LLS’s total liability to the Client for all claims or series of claims relating to the Tutoring Services whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the aggregate Fee paid by the Client for the Tutoring Services during the previous 6 months.
9.4 Nothing in the Contract limits or excludes the liability of LLS for (a) death or personal injury resulting from LLS’s negligence; (b) LLS’s fraud or fraudulent misrepresentation; and/or (c) any loss that cannot lawfully be excluded by applicable laws. A consumer’s statutory rights are unaffected.
10.1 Subject to Condition 2.2, no amendment or variation to the Contract shall be valid unless signed by an authorised representative of the parties.
10.2 No failure or delay on the part of LLS to exercise any right, power or provision under the Contract shall operate as a waiver.
10.3 No third party, including a Student (unless the Student is also the Client) shall have any right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of the Contract.
10.4 LLS shall not be liable to the Client if the provision of the Tutoring Services is delayed or prevented for reasons beyond the control of the Tutor and/or LLS including war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, transportation issues, riot, civil commotion, accident, act of God, fire, flood and storm.
10.5 Any notice shall be in writing and delivered by hand or sent by first class post or by email to the other party’s address or email address. Deemed delivery shall be the day of delivery if delivered by hand, or email (unless that day is not a working day, then, deemed delivery shall be the next working day) and on the second working day after the day of posting if sent by first class post.
10.6 Each of the provisions of the Contract is severable and distinct from the others. If one or more provisions is or becomes unenforceable, the enforceability of the remaining provisions shall not be affected.
10.7 The Client may not assign or otherwise transfer any of its rights or obligations under the Contract.
10.8 The Contract shall be governed by and construed in accordance with English law and any proceedings arising out of or connected with the Contract shall be subject to the exclusive jurisdiction of the English courts.