TERMS OF USE

Effective as of October 11, 2018

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

IMPORTANT NOTE: As well as applying to your use of this website and the terms and conditions of the contract with us, these terms of use include the terms of the contract that will apply between Service Providers and Service Recipients.

PART A: SERVICE PROVIDERS, SERVICE RECIPIENTS AND USERS - TERMS OF USE

1. ACCEPTANCE AND PARTIES

The terms and conditions set out herein below(“Terms of Use” or “Agreement”) govern your use of and participation in (i) the “Connect2Teach” website, including but not limited to the Connect2Teach website (www.connect2teach.com), the Connect2Teach mobile application, along with all forums, message functions, internet links, and all other content and services available through the domain and sub-domains of Connect2Teach, located at www.connect2teach.com (collectively referred to herein as the "Platform"), and (ii) the online transactions between those users of the Platform who are offering any services (each, a "Service Provider") and those users of the Platform who are receiving services (each, a "Service Recipient") through the Platform (the "Services"). The Platform is owned and operated by Connect2Teach Limited,(herein after referred to as “Connect2Teach”, “we” or “us”), a company incorporated in England and Wales (registered number 10278268) whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom. These Terms of Use constitute a legally-binding agreement between Connect2Teach and you and (as applicable to the contract entered into by them) each Service Provider and Service Recipient and each person deemed to be a party in accordance with clause 3.2.1.

The India operations of Connect2Teach are handled through its associated entity Vritti Learning and Research Private Limited ("C2T India") having its office at 609, 6th Floor, Building Ten 11, Near Associated Petrol Pump, C G Road, Ellisbridge Ahmedabad – 380009, Gujarat, India. C2T India may process your data on behalf of Connect2Teach, in accordance with the Privacy Policy of Connect2Teach. C2T India shall be entitled to enforce any provision of this agreement which is intended for or might reasonably benefit it, under the Contracts (Rights of Third Parties) Act 1999, but shall not be required to consent to any termination or variation of these Terms of Use.

1. APPLICABILITY

These Terms of Use apply to all users of the Platform and you acknowledge that by using, visiting, registering for, and/or otherwise participating in this Platform, including the Services presented, promoted, and displayed on the Platform, and/or by clicking on "I have read and agree to the terms of use," you hereby certify that: (1) you are either a Service Provider or a prospective Service Recipient, (2) you have the authority to enter into these Terms of Use, (3) you agree to be bound by all terms and conditions of these Terms of Use and any other documents incorporated by reference herein (4) if you agree to these Terms of Use on behalf of any entity or person, or in connection with providing or receiving Services on behalf of any entity or person, you represent and warrant that you have the authority to bind that entity or person to this Agreement. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Platform. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in this Platform immediately. By registering for or creating an Account, this Agreement becomes legally binding with effect from the date you register your Account. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.

You specifically represent, acknowledge and agree that by using the Platform, in the case of an individual you are at least 18 years of age and for any legal person or individual you are competent under applicable law to enter into a legally binding and enforceable contract and these terms of use will be binding against you.

Connect2Teach reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein for complying with legal and regulatory requirements and for other legitimate business purposes, at any time, and Connect2Teach will post notice of the changes and the amended Terms of Use at the domain of www.connect2teach.com. It is your responsibility to review the Terms of Use for any changes and you are encouraged to check the Terms of Use frequently. Your use of the Platform following any amendment of the Terms of Use will signify your assent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Platform.

All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in the Platform in any manner, and, where applicable any person named in clause 3.2.1. If you use the Platform or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Terms of Use will be deemed to be an acceptance by that business and "you" and "your" herein shall refer to that business.

We may update and change the Platform from time to time to reflect changes to our service/s, our Users’ needs and our business priorities.

2. ELECTRONIC RECORDS

In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Platform, you give us permission to provide these records to you electronically instead of in paper form.

By registering for an Account, you consent to electronically receive and access, via email or the Platform, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via local postal service and/or any other third-party mail services using the address under which your Account is registered.

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information.

3. ACCOUNT AND ACCESS

Subject to and conditioned on compliance with this Agreement, Connect2Teach grants you a limited license to access and, if you have created an Account, to use the Platform. You must not access (or attempt to access) the Platform or Services by any means other than the interface provided or by written correspondence with Connect2Teach, and you must not use information from the Platform for any purposes other than the purposes for which it was made available. You agree not to use the Platform for offering any goods or services other than Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Platform in any way for any public or commercial purpose without Connect2Teach’s prior written consent. You must not use any content of the Platform on any other website or in a networked computer environment for any purpose except your own viewing, without Connect2Teach’s prior written consent. You must not frame or link to the Platform except as permitted in writing by Connect2Teach. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Platform unless expressly permitted by Connect2Teach. You must not access the Platform in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Platform. Connect2Teach and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform. The Connect2Teach logos and names are trade marks of Connect2Teach and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Platform may be the trade marks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license of any of Connect2Teach’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

You represent, acknowledge and agree that: (a) all registration information that you submit is truthful, complete and accurate, and you shall update the information if necessary, to maintain its truthfulness, completeness and accuracy, and (b) your use of the Platform and Services offered through this Platform do not violate any Applicable Law or regulation. You must not provide false or misleading information about your business, your skills, or the services your business provides. If you are an individual acting in your personal capacity, you must not ask or allow another person to create an Account on your behalf, for your use, or for your benefit. If you are in breach of the provision of this Agreement (and without prejudice to any other provision of this agreement) precluding an individual acting in their personal capacity from requesting a third party to create an Account on your behalf, you and the person acting on your behalf (each acting as the agent of the other) will be deemed jointly and severally liable under this Agreement and will accordingly both be parties and included in each reference to ‘you’ or ‘your’. Your Account (defined below) may be terminated without warning if Connect2Teach, in its own sole discretion, believes that you are under the age of 18 or that you are not complying with any Applicable Law, rules, regulations or the provisions of this Agreement.

You will not be required to register with the Platform to simply visit and view the Platform. However, for access and in order to participate in certain features of the Platform, including but not limited to accessing and/or using the Services, you will need to create a password-protected account. To create an account, you must (i) submit your name and email address through the account registration page on the Platform and create a password; or (ii) sign in using any designated Social Media Access ("Account").

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Connect2Teach, directly or through third parties, to make any enquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to Applicable Law. When requested, you must provide us with all information about you and your business.

Where you are a business or partnership or incorporated or unincorporated entity, you may create an account through which authorized Users (each, an “Institution Member”) may act on your behalf in the roles you assign to your account (an “Institutional Account”). A Service Recipient or, in the case of a C2T Business Entity, a Service Provider may create an Institution Account on behalf of any educational institution, university, college, Business, or any other similar institution or entity, (the “Institution”) of which such Service Recipient or Service Provider (as applicable) is an employee, contractor of or affiliated to. The Service Recipient that registered the Institution Account may also grant certain account administration privileges for the Institution Account to one or more Institution Members (each, an “Institution Account Administrator ”). Except as otherwise required by Applicable Law, only the User who registered the Institution Account and the Institution Account Administrators can add or remove Institution Members to or from the Institution Account, and such Accounts shall comply with the following: i. Each Institution Member must have an Account and a profile. You understand and agree that the Institution may determine the profile visibility of any of its Institution Members. Each Institution Member must be a User and must be a natural person or legally recognized entity and either an employee or an independent contractor of the Institution or affiliated to the Institution in any manner, as may be determined by the Institution. Each Institution Member’s Account profile must contain the Institution Member’s individual or legal entity name, and Institution Members must comply with all Terms of Use. Institution Members’ identities will be subject to verification. ii. You agree to grant access to the Institution Account, including with respect to any Institution Members, only to Users authorized to act on your behalf and only in accordance with this Agreement. Additionally, you agree to be fully responsible and liable for any action of any Institution Member and any other User who uses the Institution Account, including Institution Account Administrators. You represent and agree that your Institution Members have the authority as your agent to accept this Agreement on your behalf and to create a legally binding obligation on your behalf. You understand and agree that any Institution Member may accept and enter into contracts for services with any Service Provider on behalf of you and your Institution, and that you and the Institution are responsible and liable for all such contracts for services accepted by anyone acting as an Institution Member. You agree: (a) not to use any Account, Institution Account, Institution Member Account, username, or password of another User of the Platform that you are not authorized to use, and (b) not to allow others who are not authorized to do so to use the Institution Account or any related Institution Member Account at any time. iii. Your Institution Account (including Feedback) and username are transferable only upon Connect2Teach’s approval, at Connect2Teach’s sole discretion. Iv. If any of your Institution Members violates this Agreement, it may affect your ability to use the Platform. Connect2Teach has the right to revoke the membership privileges of an Institution and any or all Institution Members related to the Institution Account without warning if, in Connect2Teach’s sole judgment, false or misleading information has been provided. Upon closure of an Institution Account, Connect2Teach shall have the right to close any or all related Accounts.

You are solely responsible for safeguarding your Connect2Teach password at all times and shall keep your Password confidential at all times. You must not disclose it to any third party. You shall solely be responsible for all activity that occurs on your Account and you shall notify Connect2Teach immediately of any breach of security, any unauthorized use of your Account or if you know or suspect that anyone other than you, knows your user identification code or password. You agree that you will not misrepresent yourself or represent yourself as another user of the Platform and/or the Services offered through the Platform.

We are the owner or the licensee of all Intellectual Property Rights in the Platform and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You shall comply with the following policies (the "Account Policies"): i. You will not copy or distribute any part of the Platform in any medium without Connect2Teach's prior written authorization. If you print off, copy or download any part of the Platform in breach of these Terms of Use, your right to use the platform will cease immediately and you must, at Connect2Teach’s option, return or destroy any copies of the materials you have made. ii. You shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers," etc., to access the Platform for any purpose without Connect2Teach's prior written approval. iii. You shall not in any manual or automated manner collect information belonging to or relating to Service Providers or Service Recipients, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate Platform information or content, including but not limited to, use on a "mirrored", competitive, or third party site. iv. You shall not take any action that (i) unreasonably encumbers or, in Connect2Teach's sole discretion, may unreasonably encumber the Platform's infrastructure; (ii) interferes or attempts to interfere with the proper working of the Platform or any third-party participation in the Platform; or (iii) bypasses Connect2Teach's measures that are used to prevent or restrict access to the Platform. v. You agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Platform, nor to use the communication systems provided by the Platform for any commercial solicitation purposes, except as permitted by this Agreement.

You further acknowledge and agree that your access to, use of, and participation in the Platform is subject to the Terms of Use and all applicable Connect2Teach regulations, guidelines and any additional policies and restrictions that Connect2Teach may set forth from time to time (the "Additional Policies"), and you hereby agree to comply with the Additional Policies and your obligations thereunder at all times.

You hereby acknowledge and agree that if you fail to adhere to any of the terms and conditions of this Agreement or documents referenced herein, including the Account Policies, membership eligibility criteria or Additional Policies, Connect2Teach, in its sole discretion, may terminate your Account at any time without prior notice to you as well as claim damages and initiate appropriate legal proceedings, if necessary.

For the benefit of other Users of the Platform, Connect2Teach encourages you to leave objective, balanced Feedback about Users with whom you have transacted. You acknowledge and agree that Feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that Connect2Teach will make available to other Platform Users, including composite feedback based on these individual ratings. Connect2Teach provides its public feedback system as a means through which Users can share their opinions publicly and Connect2Teach does not monitor or censor these opinions. Connect2Teach does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests Connect2Teach do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Connect2Teach is not legally responsible for any Feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Connect2Teach reserves the right (but is under no obligation) to remove posted feedback or information that in Connect2Teach’s sole judgment violates the Terms of Use or negatively affects our Platform community or operations. In the event of any dispute between Users of the Platform concerning Feedback, Connect2Teach shall make a final decision in relation to any such dispute, and may take any action as it may deem fit in its sole discretion, without incurring any liability therefrom.

Connect2Teach may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct, and shall cooperate with law enforcement agencies in respect of any alleged illegal activity on the Platform.

4. PLATFORM AND SERVICES

The Platform is a marketplace where Service Recipients and Service Providers can identify each other and buy and sell Services online and/or administer those services. Subject to the terms of this Agreement, Connect2Teach provides the Platform to Service Recipients and Service Providers, including hosting and maintaining the Platform and enabling the formation of service contracts between the Service Providers and the Service Recipients. If a Service Recipient agrees to purchase Services from a Service Provider, a legally binding contract for services is formed directly between such Service Recipient and Service Provider in accordance with the terms of Clause 6 below.

Through the Connect2Teach for Business program (“C2T for Business”) a business may also create an Institution Account for the purpose of promoting one of more of its employees, consultants or similar associated individuals as a Service Provider. The Institution will be jointly responsible for any actions of the individual Service Provider(s) or any Institution Member accessing or administering the account.

A Service Recipient may discuss further details and reply to any questions raised in relation to an opportunity on the Platform with one or more Service Providers, which may be by phone, in person, through the Platform or in writing, but must not at any stage exchange any private contact details or other information allowing them to conclude a Service Contract other than through the Platform or with Connect2Teach’s prior written consent.

Connect2Teach may from time to time provide certain services (“Platform Services”) in addition to the provision of the Platform. These may include those Platform Services set out in [Part C of these Terms of Use – add as link], or other Platform Services agreed with one or more Service Providers or Service Recipients and/or other Services added to Part C or introduced elsewhere within the Platform. Where any Service Providers or Service Recipients accepts any Platform Services which were not specifically referred to in Part C at the date of acceptance of these terms of use, the relevant provisions of these terms of use will apply to the provision of the Platform Services.

Connect2Teach will provide the Platform Services with reasonable skill and care and will provide any Platform Services which it has agreed to complete, but does not guarantee that any of the Platform Services will be available at all times or will not be discontinued.

By agreement between a Service Provider and Service Recipient the Platform may be used to enter into and administer a Service Contract which has not been introduced through the Platform. In this event all provisions of these Terms of Use shall apply to the relevant Service Contract other than to the extent that the terms exclusively relate to the placing of Opportunities by the Service Recipient and initial enquiry by the Service Provider.

A Service Recipient may post an Opportunity in which it will be the joint or one of multiple recipients of the Services, provided that full disclosure of the joint parties is made in the Opportunity and the relevant Service Recipient who posts the Opportunity will be fully responsible for the compliance with these Terms of Use in relation to the Opportunity and shall indemnify Connect2Teach for any costs or losses arising from the breach by the Service Recipient or its partners of any term of these Terms of Use (or which would be a breach if the partner was a party to these terms).

5. FEES AND PAYMENT TERMS

Joining Connect2Teach and opening an Account is currently free, however Connect2Teach reserves the right to introduce joining fees and Account charges at any time. Fee scales for the use of the Platform and for any Platform Services provided by Connect2 Teach will be agreed from time to time, either by acceptance through registration or commissioning and acceptance of Platform Services on the Platform, or separately in writing (including by correspondence or other offline agreement) and fees for Service Contracts are charged on the basis and payable as set out in Part B of these Terms of Use. Connect2Teach shall be entitled to increase any fees at any time upon 10 days' prior notice to the Service Provider or Service Recipient and any agreed fees shall be deemed to have been amended accordingly.

Payments for Platform Services may be made either on a pay as you go cash basis, or by the use of credits. Credits may either be acquired by payment of cash at the discounted rate agreed at the time of purchase, or by credits being issued pursuant to these Terms of Use, or under any other scheme (including a referral programme or loyalty scheme) which Connect2Teach chooses to make available, in its sole discretion.

No refund will be made in respect of any credits which are not used at the time of Termination of Service or any account.

Connect2Teach will deduct from any payment made to it any fees due to it and the costs of receipt and transmission of payments received for the provision by a Service Provider of Services.

Any payment under a Service Contract including payment of fees and travel, accommodation and other expenses, must be made to either:

- in the case of a payment by an Indian Service recipient, C2T India; or

- in any other case, Connect2Teach, and such obligation may not be removed from the Service Contract by a Side Letter or otherwise. Connect2Teach or C2T India (as applicable) will make the payment to the Service Provider within 180 days after actual receipt of funds from the Service Recipient.

6. RELATIONSHIP BETWEEN SERVICE PROVIDERS AND SERVICE RECIPIENTS

You agree and acknowledge that Connect2Teach is a platform wherein Service Providers and Service Recipients can interact with each other, avail Services and as such Connect2Teach is not responsible for any negotiation between Service Providers and Service Recipients. Connect2Teach provides a standard service contract (“Service Contract”) in Part B of these Terms of Use and these are the contractual terms that will govern the relationship between a Service Provider and a Service Recipient. The Service Contract can be amended by the parties by entering into a side letter amending the provisions regarding Intellectual Property Rights or other contractual terms (“Side Letter”) and the Service Recipient will note a requirement to enter into the Side Letter in the Opportunity. It is clarified herein that the details of the Service Contract, including but not limited to duration, charges, payment terms, shall be determined by the Opportunity posted, whether or not confirmed in a Side Letter. You agree and acknowledge that Connect2Teach is not responsible for the Service Contract and/or any Side Letter entered into by you with any Service Provider/Service Recipient. If there is any conflict or ambiguity between the terms of Part A or Part B of these Terms of Use and the terms of the Side Letter, a term contained in a document higher in the below list shall have priority over one contained in a document lower in the list: (1) Part A of the Terms of Use; (2) Side Letter; and (3) Part B of the Terms of Use. For the avoidance of doubt, nothing in any Side Letter or in any Opportunity will vary the rights of Connect2Teach under these Terms of Use.

You should not rely on any information or resources contained on the Platform, including, without limitation, the Service Contract, as a replacement or substitute for any professional, financial, legal or other advice or counsel. Although Connect2Teach makes reasonable efforts to update the information on the Platform, Connect2Teach makes no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate complete or up to date or (in particular and without prejudice to the remaining provisions of this clause), that any Service Provider will be skilled or qualified to undertake any Services or that a Service Provider or Service Recipient will fulfil the terms of a Service Contract entered into. You must make your own decision regarding whether to enter into any Service Contract. Subject to clause 10, Connect2Teach expressly disclaims any and all liability arising from actions taken by any user following the information or using the resources offered or provided on or through the Platform, including, without limitation, the Service Contract. In no way will Connect2Teach be responsible for any actions taken or not taken based on the information or resources provided on this Platform. If you have a situation that requires professional advice, you should consult a qualified specialist. Do not disregard, avoid or delay obtaining professional advice from a qualified specialist because of information or resources that are provided on this Platform, however provided.

Each Registered User hereby acknowledges and agrees that Connect2Teach is not a party to any oral or written Agreement for Services, Service Contract, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Platform. Each Registered User acknowledges, agrees and understands that Connect2Teach only seeks to provide a platform wherein the Service Recipient and Service Provider can be brought together and Connect2Teach itself has no role in the execution or provision of Services, but may benefit from and enforce against any party any provision of a Service Contract in which it has any direct or indirect interest.

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the Platform, including without limitation, the Service Contract or any other agreement for Service. You do not have any authority whatsoever to bind Connect2Teach in any respect. All Service Providers are independent contractors. Neither Connect2Teach nor any users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

You acknowledge and agree that your interactions with individuals and/or organizations found on or through the Platform, including payment of and performance of any Service (including in circumstances where the payment is paid through or collected by Connect2 Teach on any party’s behalf), and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or enquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, the Service Providers and Service Recipients.

You understand that deciding whether to use the services of a Service Provider or provide Services to a Service Recipient, as the case may be, or whether to use information contained in any submitted content, including, without limitation, postings, offers, requests and/or Feedback, it is your personal decision for which you alone are responsible. You understand that Connect2Teach does not warrant and cannot make representations as to the suitability of any individual you may decide to interact with on or through the Platform and/or the accuracy or suitability of any advice, information, or recommendations made by any individual. You understand and agree that Connect2Teach is not responsible for any background checks on any Registered User, and it is sis merely a portal where Service Providers and Service Recipients can interact with each other, and is not responsible for any actions taken by a Service Recipient or a Service Provider based on the information provided by a Registered User on the Platform.

The liability of Connect2Teach shall be limited in accordance with clause 14.

Any agreement for the provision of Services by the Service Provider to a Service Recipient, including a renewal of provision of existing Services or for the provision of additional or replacement Services must be completed through the Platform and any such Services will (whether or not concluded through the Platform) be treated as a contract concluded for the purpose of fees and charges due to Connect2Teach and each Service Provider and Service Recipient will indemnify Connect2Teach in respect of any breach, including any fees or charges which may fail to be collected by Connect2Teach.

The full fees due in respect of any Service Contract shall be payable to Connect2Teach where the Service Contract is terminated after it has become legally binding.

7. CONDUCT OF USERS

You hereby agree to not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Platform, including but not limited to your profile ("Profile"), the posting of your Service or Opportunity along with any content/material (whether text, images, video, sound etc.) in relation to the Service (“Service Content”), the posting of your Request or the posting of any opinions or reviews in connection with the Platform, the Service, the Service Provider, or the Service Recipient ("Feedback") (all of the foregoing is collectively referred to herein as "Submitted Content" and the posting of Submitted Content is referred to as a "Posting" or as "Postings") that:

misrepresents the source of anything you post, including impersonation of another individual or entity or any false or inaccurate biographical information for any Service Providers or any Service Recipients (as the case maybe); provides or create links to external sites that violate the Terms of Use; is intended to harm or exploit any individual under the age of 18 ("Minor") in any way; is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of school;

invades anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as (without limitation) names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;

contains falsehoods or misrepresentations that could damage Connect2Teach, any Service Recipient, ay Service Provider or any third party in any manner whatsoever;

is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offence, give rise to civil liability or violate any Applicable Law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;

is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Connect2Teach all of the license rights granted herein;

contains or promotes an illegal or unauthorized copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture-installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use, performance, or distribution of which infringes another person’s copyright, intellectual property right, or any other proprietary right;

is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;

intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on platforms or servers, including but not limited, to spamming; impersonates, uses the identity of, or attempts to impersonate a Connect2Teach employee, agent, manager, host, another user, or any other person though any means;

advertises or solicits a business not related to or appropriate for the Platform (as determined by Connect2Teach in its sole discretion);

contains advertising for ponzi schemes, discount cards, credit counseling, online surveys or online contests;

distributes or contains viruses or any other technologies that may harm Connect2Teach, or the interests or property of Connect2Teach Users

contains links to commercial services or Platforms, except as allowed pursuant to the Terms of Use; is non-local or irrelevant content.

You will not send messages to other users containing:

offers to make national or international money transfers for amounts exceeding the asking price of a Service, with intent to request a refund of any portion of the payment; or

unsolicited advertising or marketing of a service not offered on the Platform

You shall not:

post content or items in any inappropriate category or areas on the Platform;

violate any Applicable Law, third-party rights, Account Policies, or any provision of the Terms of Use, including but not limited to the prohibitions described above;

fail to deliver payment for Services purchased by you (if a Service Recipient), unless the Service Provider has materially changed the description of the Services after you enter into the Service Contract for such Service;

fail to perform Services purchased from you (if a Service Provider), unless the Service Recipient fails to materially meet the terms of the Service Contract for the Services, refuses to pay or a clear typographical error is made;

circumvent or manipulate the fee structure of Connect2Teach, the billing process, or fees owed to Connect2Teach; post false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Platform user);

take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the Platform or using it for purposes unrelated to the Platform).

The Platform will include Submitted Content uploaded by other Users of the Platform. This information and materials have not been verified or approved by Connect2Teach. The views expressed by Users on the Platform do not represent the views or values of Connect2Teach. If you wish to complain about materials uploaded by other Users please follow the appropriate notice and take down procedure for either intellectual property disputes or inappropriate content [INSERT LINK TO PROCEDURE].

Connect2Teach has the right to disclose your identity to any third party who is claiming that any Submitted Content submitted by you to the Platform constitutes a violation of their Intellectual Property Rights, or of their right to privacy.

You are solely responsible for backing up your Submitted Material.

8. SERVICE PROVIDER RULES

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Providers shall not: (a) list Services or offers relating to any Service in a category that is not relevant to the Service they are offering; (b) misrepresent the location at which they will provide a Service; (c) include brand names or other inappropriate keywords in their Profile, Opportunity, Request, Feedback, or any other title or description relating to a Service; (d) use misleading titles that do not accurately describe the Service; or (e) include any information in their Profile that is fraudulent.

You must also not reply to any Opportunity which you know that you are unable to fulfil, including due to a time commitment or a contractual obligation which prevents you from working with the relevant Service Provider

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Providers shall not: (a) offer a catalog or a link to a third-party Platform from which a Service Recipient or any Account holder (“Registered User” or “User”) or user of the Platform may obtain the Service directly; (b) offer the Opportunity through Connect2Teach to purchase the Service or any other service outside of Connect2Teach; (c) use their Profile page or user name to promote Services not offered on or through the Platform and/or any Services prohibited by Connect2Teach. Connect2Teach may deem any Service Provider in violation of this Clause 8.2 and in its own sole discretion, blacklist such Service Provider and.

If a Service Provider violates any of the above-referenced rules in connection with his or her Posting, Connect2Teach, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the Service Provider's Account privileges; (c) suspend the Service Provider's Account; (d) cause the Service Provider to forfeit any fees earned on a cancelled Posting; (e) decrease the Service Provider's status earned via the Feedback page and/or (f) withhold any outstanding credits or payments due or take any other action that Connect2Teach deems fit in its own sole discretion.

Each Service Provider is solely responsible for ensuring that he or she eligible to fulfil any Opportunity, including by obtaining any visa or other evidence of right to work and any tax or other registrations.

Connect2Teach will establish criteria which all Service Providers must meet in order to remain registered on the Platform. If you do not meet such criteria at any time Connect2Teach reserves the right to terminate your use of the Platform and deactivate your account as set out in clause 12 without reimbursement of any fees.

While Connect2Teach does not insist on a minimum number of enquiries or opportunities per, it is important that all Service Providers are active users of the Platform to maintain its credibility and Connect2Teach may terminate your use of the Platform and deactivate your account as set out in clause 12 without reimbursement of any fees if you do not, in the reasonable opinion of Connect2Teach enquire about a reasonable number of opportunities each year.

As set out in clause 3.3, we will collect feedback from you about Service Recipients to which you have enquired about opportunities or who have engaged you. All such feedback must be given in a timely manner and must be reasonable and (whether negative or positive) fair and accurate. We will also collect feedback about you from Service Recipients and will hold and use such data in accordance with our Privacy Policy, but may also use the data collected to provide assistance to you or to establish profile ratings.

9. SERVICE RECIPIENT RULES

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Recipients shall not: (a) misrepresent the terms, background and role relating to the Service; (b) include brand names or other inappropriate keywords in their Opportunity, Request, Feedback, or any other title or description relating to a Service; (c) use misleading titles that do not accurately describe the Service; or (d) include any information in their Opportunity that is fraudulent.

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Recipients shall not: (a) offer a catalog or a link to a third-party Platform from which a Service Provider or any Account holder (“Registered User” or “User”) or user of the Platform may offer or obtain the Service directly; (b) offer the Opportunity through Connect2Teach to purchase the Service or any other service outside of Connect2Teach; or (c) use their Profile page or user name to promote Services not offered on or through the Platform and/or any Services prohibited by Connect2Teach. Connect2Teach may deem any Service Recipient in violation of this Clause 9.2 and in its own sole discretion, blacklist such Service Recipient and withhold any outstanding credits or payments.

Changes may be made to the terms of any Opportunity which is Posted on the Platform at any time prior to the terms of any engagement being agreed with the Service Provider, whether or not the Service Contract has been executed (subject to any additional fee applicable as a result of the change to the terms of the Opportunity). After such terms are agreed, no changes may be made to an existing Opportunity and any changes made shall be deemed as a new Opportunity.

If a Service Recipient violates any of the rules in these Terms of Use in connection with his or her Posting, Connect2Teach, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the Service Recipient’s Account privileges; (c) suspend the Service Recipient’s Account; (d) decrease the Service Recipient's status earned via the Feedback page; and/or (e) take any other action that Connect2Teach deems fit in its own sole discretion.

A Service Recipient will take all legal, regulatory and administrative steps required of it to ensure its compliance with these Terms of Use and, in particular but without limitation shall ensure that Connect2Teach is approved as a payment recipient and that all tax registrations are made to ensure that payments are made without delay in accordance with this Agreement and any Service Contract.

In the event that any payment is made late to Connect2Teach the Service Recipient will indemnify and pay to Connect2Teach any cost or expense which it or any affiliate suffers as a result of such late payment.

While Connect2Teach do not insist on a minimum number of opportunities per year, it is important that all Service Recipients are active users of the Platform to maintain its credibility. Your profile may be removed without reimbursement of any fees if you do not, in the reasonable opinion of Connect2Teach place a reasonable number of opportunities each year.

As set out in clause 3.3, we will collect feedback from you about Service Providers who have enquired about opportunities with you or who have engaged with you. All such feedback must be given in a timely manner and must be reasonable and (whether negative or positive) fair and accurate. We will also collect feedback about you from Service Providers and will hold and use such data in accordance with our Privacy Policy, but may also use the data collected to provide assistance to you or to establish profile ratings.

10. USE OF SUBMITTED CONTENT

All personal information submitted to Connect2Teach and/or posted on the Platform in connection with utilisation of Services will be used by Connect2Teach in accordance with the Privacy Policy of Connect2Teach, as may be modified from time to time in accordance with applicable law. Our Privacy Policy explains how we treat your personal data and protect your privacy when you use our Services.

The Platform may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Opportunity, your Requests, any Feedback, and all Submitted Content, and you agree to the hosting, sharing, and/or publishing of such Submitted Content.

You agree that any Submitted Content provided by you that you authorize to be searchable by Registered Users who have access to the Platform and/or any visitors accessing the Platform is provided on a non-proprietary and non-confidential basis.

Connect2Teach may also disclose User information including personal information if Connect2Teach believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate or minimise Connect2Teach’s liability in an actual or potential lawsuit, (iii) is otherwise necessary or appropriate to protect Connect2Teach’s rights or property, or the rights or property of any person or entity, (iv) to enforce these Terms of Use(including, but not limited to ensuring payment of fees by users), or (v) as may be required or necessary to deter illegal behavior (including, but not limited to, fraud).

You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Connect2Teach to use all patent, trade mark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Platform and these Terms of Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Platform and these Terms of Use. You shall pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Platform.

You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to Connect2Teach for posting on the Platform, you hereby grant, and you represent and warrant that you have the right to grant, to Connect2Teach a perpetual, worldwide, non-exclusive, royalty-free, Connect2Teach's (and its successor's) business operations, including without limitation, for the promotion and redistribution of any part or all of the Platform, and any derivative works thereof, in any media formats and through any media channels. Such license will be created on submission of the Submitted Content to the Platform and will survive deletion of the Submitted Content from the Platform.

You also hereby grant each User of the Platform a non-exclusive license to access your Submitted Content through the Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Platform and under these Terms of Use. The foregoing license granted by you survives removal or deletion of the Submitted Content from the Platform.

You acknowledge and understand that the technical processing and transmission of the Platform, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You may remove your Submitted Content from the Platform at any time.

You acknowledge that where you delete any Submitted Content from the Platform Connect2Teach will ensure that the content is no longer visible however a copy will be retained in the Connect2Teach IT system, and that any user of the Connect2Teach system who sublicenseable and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, and display the Submitted Content in connection with the Platform and has downloaded a copy of the Submitted Content will be able to continue to use that Submitted Content.

11. DISCLAIMERS AND RIGHT TO REMOVE

Connect2Teach does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and Connect2Teach expressly disclaims any and all liability in connection with all Submitted Content. Connect2Teach does not permit copyright infringing activities and infringement of Intellectual Property Rights on the Platform, and Connect2Teach will remove any content on the Platform (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") or Submitted Content if such Posting or Submitted Content infringes another party's Intellectual Property Rights. Connect2Teach reserves the right to remove any Data or Submitted Content without prior notice. Connect2Teach will also terminate a User's access to the Platform, if he or she is determined to be a repeat infringer. A repeat infringer is a Platform user who has been notified of infringing activity more than twice and/or has had Submitted Content removed from the Platform more than twice. Connect2Teach also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. Connect2Teach may remove such Submitted Content and/or terminate a user's access for uploading such material in violation of these Terms of Use at any time, without prior notice and in its sole discretion.

You acknowledge and understand that while using the Platform, you will be exposed to Submitted Content from a variety of sources, and that Connect2Teach is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of or relating to such Submitted Content

You are solely responsible for the Submitted Content that you publish or display on or through the Platform, or transmit to other Platform users. You understand and agree that Connect2Teach may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates these Terms of Use or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Platform users or others.

12. MODIFICATIONS AND TERMINATION OF THE PLATFORM

Connect2Teach reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform or any of the Platform Services (or any part of them) with or without notice and in its sole discretion. You agree that Connect2Teach’s liability to you or to any third party for any modification, suspension or discontinuance of the Platform or Platform Services will be limited to a reimbursement of the pro rata amount of any fees or charges paid for the discontinued Platform Services, or their replacement with other Platform Services of equal value.

No modification or amendment to the Terms of Use will be binding upon Connect2Teach unless in a written instrument signed by a duly authorized representative of Connect2Teach. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Clause 12.2 does not apply to amendments to the Terms of Use posted by Connect2Teach (as specified in Clause 1.4).

You hereby acknowledge and agree that Connect2Teach, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Platform or otherwise terminate your access to or participation in the use of the Platform (or any part thereof), or remove and discard any Submitted Content on the Platform ("Termination of Service"), immediately and without notice, for any reason whatsoever (including, but not limited to any violation of these Terms of Use, Account Policy, Additional Policy).

Without prejudice to this clause 12.3, Connect2Teach may terminate the Platform, your use of the Platform or any Platform Service without liability where such service has not been provided for a period of 30 days by reason of a force majeure event as set out in clause 16.

You may cancel your use of the Platform and/or terminate the Terms of Use with or without cause at any time by following the link in your Account under "Deactivate Account." If you terminate your use of the Platform, Connect2Teach may immediately cease the provision of any Platform Services which it has agreed to provide to you without notice or compensation.

Upon termination of your Account, your right to participate in the Platform or to order or benefit from any Platform Services, including, but not limited to, your right to offer or purchase Services and your right to receive any fees or compensation, including, without limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate. You acknowledge and agree that your right to receive any fees or compensation under these Terms of Use and to use any Platform Services is conditional upon your proper use of the Platform, your adherence to the Terms of Use, the continuous activation of your Account, and your permitted participation in the Platform. In the event of Termination of the Platform, your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual Data may remain in the Connect2Teach system and depending on the type of data be retained and used by other users (as set out in clause 10.3) or by Connect2Teach (as set out in clause 12.5.3).

Where termination of a Platform Service arises due to your breach of these Terms of Use, Service Contract or any policy other agreement or your termination of the use of the Platform, Connect2Teach may immediately cease to provide any Platform Services without compensation to you; in any other case Connect2Teach will either complete the provision of contracted Platform Services or reimburse the pro rata amount of any fees or charges paid for the terminated Platform Services, or offer their replacement with other Platform Services of equal value.

Unless Connect2Teach has previously cancelled or terminated your use of the Platform (in which case subsequent notice by Connect2Teach shall not be required), if you provided a valid email address during registration, Connect2Teach will notify you via email of any such termination or cancellation, which shall be effective immediately upon Connect2Teach's delivery of such notice.

Upon Termination of the Platform or the termination of any Platform Services, the following shall occur: all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Connect2Teach Data (as defined below), Marks (as defined in clause 20 below) and other content in your possession or control. You further acknowledge and agree that Connect2Teach shall not be liable to you or any third party for any termination of your access to the Platform. Upon Termination of the Platform or of your use of the Platform, Connect2Teach retains the right to use any data collected from your use of the Platform for internal analysis and archival purposes, and all related licenses you have granted Connect2Teach hereunder shall remain in effect for the foregoing purpose. We may retain data generated from your use of the Platform or arising in the provision to you of Platform Services as well as data provided by you as required for legitimate business interests (including completion of any Service Contract or any Platform Services and the collection and payment of fees and charges due), compliance and legal obligations, in each case in accordance with our [Privacy Policy – insert as link]. In no event shall Connect2Teach be obligated to return any Submitted Content to you. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

Termination of the Platform, or of your use of the Platform or of any Platform Services, will not act to terminate any Service Contract or the rights of Connect2Teach to payment of fees or charges in respect of any Service Contract or any Platform Services already provided.

13. ADVERTISING AND EXTERNAL LINKS

The Platform and other Connect2Teach services may be supported by advertising revenue, as maybe determined by Connect2Teach and Connect2Teach may, in its own sole discretion, display advertisements and promotions on the Platform. The manner, mode and extent of advertising by Connect2Teach on the Platform are subject to change and the appearance of advertisements on the Platform does not necessarily imply endorsement by Connect2Teach of any advertised products or services. You agree and acknowledge that Connect2Teach shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Platform.

The Platform may provide, or third parties may provide, links, contact forms and/or phone numbers to other Platforms or resources, including, without limitation, social networking, blogging and similar platforms through which you are able to log into the Platform using your existing account and log-in credentials for such third-party platforms. Certain areas of the Platform may allow you to interact and/or conduct transactions with such third-party sites, and, if applicable, allow you to configure your privacy settings in your third-party site account to permit your activities on the Platform to be shared with your contacts in your third-party site account. Because Connect2Teach has no control over such sites and resources, you acknowledge and agree that Connect2Teach is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products, goods or services on or available from such Platforms or resources. Unless expressly stated on the Platform, links to third-party sites should in no way be considered as or interpreted to be Connect2Teach's endorsement or approval of such third-party sites, any information you may obtain from such sites or of any product or service offered through them. You further acknowledge and agree that Connect2Teach shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, product, goods or services available on or through any such Platform or resource. The third-party platform may have different privacy policies and terms and conditions and business practices than Connect2Teach. In certain situations, you may be transferred to a third-party platform through a link or you may be connected to a third-party resource by a contact form or phone but it may appear that you are still on this Platform or transacting with Connect2Teach. In these situations, you acknowledge and agree that the third-party platform terms and conditions and privacy policy apply in this situation. Your dealings and communications through the platform with any party other than Connect2Teach are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.

14. LIMITATION OF LIABILITY

Connect2Teach do not exclude or limit in any way Connect2Teach’s liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by Connect2Teach’s negligence or the negligence of Connect2Teach employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

Different limitations and exclusions of liability will apply to liability arising as a result of the supply by a Service Provider of any services to a Service Recipient, which will be set out in the Service Contract. You agree and acknowledge that since Connect2Teach only seeks to provide a Platform wherein the Service Recipient and Service Provider can be brought together and Connect2Teach itself has no role in the execution or provision of Services itself, notwithstanding clause 10 of the Service Contract terms (or any variation to it) Connect2Teach shall not be liable for any direct, indirect, special, incidental or consequential loss or damage of any kind as a result of transactions between any users of the Platform. In the event of any dispute between any Registered Users, Connect2Teach shall not be responsible for the same, and in no manner shall it be involved in the same. In the event that a dispute arises between you and one or more Platform users, Registered Users or any third party, you hereby release Connect2Teach, its officers, managers, members, directors, employees, attorneys, agents, and successors in rights from any claims, demands, and damages (direct or indirect) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Platform or any Service provided thereunder.

To the extent permitted by law, Connect2Teach exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it or the provision of any Platform Services.

Connect2Teach and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, service providers, suppliers, and agents (“Protected Parties”) 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 (i) use of, or inability to use, the Platform; (ii) use of or reliance on any content displayed on the Platform; (iii) any Service provided by a Service Provider to you if you are a Service Recipient including services provided pursuant to an agreement formed independently of the Platform, whether or not a Service Contract formed via the Platform is in effect; (iv) your violation of any provision of the terms of use; (v) your violation of any third party right, including without limitation any copyright, property, proprietary, intellectual property, or privacy right; (vi) any claim that your Submitted Content caused damage to a third party; (vii) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform by any third party; (viii) any failed negotiations for a Service, any dispute that arises during or after the negotiation of a Service or the formation of a contract for a Service, or any other dispute that arises between users of the Platform; or (ix) your use of any third party platform linked to by the Platform. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

In particular, Connect2Teach will not be liable for (i) loss of profits, sales, business or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, goodwill or reputation; or (v) any indirect or consequential loss or damage.

Subject to clause 14.1, our total liability to you arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total amount of fees actually paid to Connect2Teach by you under this Agreement.

This clause 14 shall survive termination of the Agreement and your use of the Platform.

15. VIRUSES AND MISUSE

Connect2Teach does not guarantee that the Platform or any access to it will be free from bugs or Viruses. You are responsible for configuring your information technology, computer programs and platform to access our Platform. You should use your own virus protection software and must ensure that you shall not store, distribute or transmit any Viruses during the course of your use of the Platform or Services.

You must not attempt to gain unauthorised access to the platform, the server on which the Platform is stored or any servers, computer or database connected to the platform. You must not attack the platform via a denial of service attack or a distributed denial of service attack. Connect2Teach will report any breach of this provision which constitutes a criminal offence to the relevant law enforcement authorities and Connect2Teach will co-operate with those authorities by disclosing your identity to them. In the event of such breach, your right to use the Platform will cease immediately.

16. FORCE MAJEURE

Neither Connect2Teach nor you shall be liable to the other for any event which is outside the reasonable control of any party affected by such event impairing such party’s ability to perform any of its obligations under this Agreement (including but not limited to acts of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, epidemic, quarantine, strikes, lock-outs or other industrial action, whether of the affected party's own employees or others, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services or loss of data) (“Force Majeure Event”).

17. DISPUTE RESOLUTION AND GOVERNING LAW

If any dispute, difference, controversy or claim arises out of or relating to or in connection with these Terms of Use or the Platform or between you and Connect2Teach or C2T India (“Dispute”), for any reason whatsoever, you shall attempt to resolve them with Connect2Teach directly and amicably, and seek a resolution.

Any Dispute which involves Connect2Teach and which cannot be settled by mutual conciliation as aforesaid within 15 (fifteen) days of consultation or such further period as you and Connect2Teach (“Parties”) may agree, shall be submitted to arbitration at the request of any Party to the dispute upon written notice to that effect to the other Parties to the dispute and such arbitration shall be conducted in accordance with the UNCITRAL Rules (“Rules”) which Rules, as modified from time to time, are deemed to be incorporated by reference into this Clause 17.2 (provided that, in the event of any conflict between the Rules and the provisions of this Clause 17.2 the latter shall prevail). The number of arbitrators shall be one. Any arbitrator appointed must be fluent in English.

Any Dispute which involves C2T India and not Connect2Teach and which cannot be settled by mutual conciliation as aforesaid within 15 (fifteen) days of consultation or such further period as you and C2T India (“India Parties”) may agree, shall be submitted to arbitration at the request of any India Party to the dispute upon written notice to that effect to the other Parties to the dispute and such arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (“India Rules”) which India Rules, as modified from time to time, are deemed to be incorporated by reference into this Clause 17.2 (provided that, in the event of any conflict between the Rules and the provisions of this Clause 17.2 the latter shall prevail). The number of arbitrators shall be one. Any arbitrator appointed must be fluent in English.

All arbitration proceedings involving Connect2Teach shall be conducted in the English language and the venue and seat of arbitration shall be London, provided that, the arbitrator(s) may hold hearings in such other locations as the arbitrator(s) determine to be most convenient and efficient for all of the parties to such arbitration proceedings under the circumstances. The arbitral award shall be in writing and shall state the reasons for the award.

All arbitration proceedings involving C2T India and not Connect2Teach shall be conducted in the English language and the venue and seat of arbitration shall be at Ahmedabad, Gujarat, India, provided that, the arbitrator(s) may hold hearings in such other locations as the arbitrator(s) determine to be most convenient and efficient for all of the parties to such arbitration proceedings under the circumstances. The arbitral award shall be in writing and shall state the reasons for the award.

The parties at dispute agree that the arbitration proceedings shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitrator(s), the parties at dispute, their counsels and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise.

The losing Party, as determined by the arbitrator, shall pay all the reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) incurred by the prevailing Party, as determined by the arbitrator, in connection with any dispute unless the arbitrators direct otherwise.

The parties to the arbitration proceedings agree that the award of the arbitrator shall be final and binding upon such parties. Judgment upon the award may be entered by the courts of England and Wales.

When any dispute is referred to arbitration, except for the dispute that forms the subject matter of the arbitration proceedings, the Parties or India Parties (as applicable) shall continue to exercise their remaining respective rights, and fulfill their remaining respective duties and obligations under this Agreement.

The provisions of Clause 17 shall survive any termination of this Agreement.

These Terms of Use, their subject matter and the formation of the Agreement (and any non-contractual disputes or claims) shall be governed by and construed and enforced in accordance with the laws of England. Subject to clauses 17.1 to 17.7, you and Connect2Teach both agree to the exclusive jurisdiction of the courts of England and Wales.

18. INDEMNITY

You agree to defend, indemnify, hold harmless and keep indemnified Connect2Teach and the Protected Parties (as defined in clause 14.4) against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of, related to, or in any way connected with your use of the Platform, any Submitted Content and/or providing or making available any Service.

19. MISCELLANEOUS

The Terms of Use, together with any other legal notices or Additional Policies published by Connect2Teach on the Platform, shall constitute the entire agreement between you and Connect2Teach concerning the Platform.

If any provision of this Agreement is rendered void, illegal or unenforceable in any respect under any applicable law (i.e. any applicable national, state, local or other statute, law, by law, rule, ordinance, constitution, regulation, notification, direction, guideline, policy, judgment, decree or order of, or determination by, or any interpretation or administration having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter or the parties in question, collectively referred to as “Applicable Law”), then the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired in any way. In such an event, Connect2Teach may use its best efforts to incorporate a new provision in this Agreement which shall as nearly as possible have the same commercial effect as the provision rendered void, illegal or unenforceable.

Connect2Teach shall have the right to assign its rights, obligations, licenses under this Agreement to any other person or entity, in its sole discretion. You shall however not be entitled to assign your rights, obligations or licenses granted to you under these Terms of Use without the prior written consent of Connect2Teach.

Save and except as expressly provided in this Agreement, no exercise, or failure to exercise, or delay in exercising any right, power, or remedy vested in Connect2Teach under or pursuant to this Agreement shall constitute a waiver by Connect2Teach of that or any other right, power, or remedy. The waiver by Connect2Teach of any breach of this Agreement shall not prevent the subsequent enforcement of any subsequent breach of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

You agree that Connect2Teach may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Platform.

Connect2Teach shall be entitled to seek and enforce specific performance of this Agreement, in addition to any other legal rights and remedies, without the necessity of demonstrating the inadequacy of monetary damages.

You agree that any cause of action arising out of or related to the Platform must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

All notices to Connect2Teach or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom or (c) in writing via email to admin@connect2teach.com. All such notices are deemed effective upon receipt by Connect2Teach. Connect2Teach does not accept service of any legal process by email or mail and all such service should occur by hand delivery on Connect2Teach.

20. DEFINITIONS

In this Agreement, except where the context otherwise requires, (i) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the following words and expressions shall have the following meanings:

Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Connect2Teach;

Business” shall mean any company (including a limited liability company), joint venture, corporation, partnership (whether limited or unlimited), proprietorship, trust, or any other similar enterprise;?

Connect2Teach Data” means all data or Intellectual Property Rights in any form which are the property of Connect2Teach or any Affiliate;

Data” has the meaning given in clause 11.1; “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction;

Marks” means all trade and other service marks, trade and business names and logos and other identifying marks of Connect2Teach, C2T India and their Affiliates, whether registered and unregistered and wherever in the world existing.

Opportunity” shall mean any opportunity for a Service Provider to provide Services to a Service Recipient that is featured prominently on the Platform upon payment of the requisite fee;

Registered User” or “User” means any individual, legal entity or other person registered as a user of the Platform and, where applicable any Institution Member;

Social Media Access” shall mean Facebook, Google, LinkedIn and/or any other social media platform classified as thus by Connect2Teach using which, Registered Users may sign-in onto the Platform.

Virus” anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

PART B: SERVICE CONTRACT

1. ABOUT THE SERVICE PROVIDER

The Service Provider who posts an Opportunity on the Platform and whose details are detailed in their registration.

How to give the Service Provider formal notice of any matter under the Service Contract is set out in clause 15.2.

2. THE SERVICE CONTRACT

These terms and conditions (Terms) as varied by the Order Confirmation and any Side Letter (each of which shall prevail in the case of any conflict with these Terms and the terms of any Side Letter shall prevail between the Side Letter and Order Confirmation) these Terms shall apply to the order by the Service Recipient and supply of Services by the Service Provider to the Service Recipient (Service Contract). (For this purpose Side Letter shall have the meaning given in the Platform Terms and Conditions) They apply to the exclusion of any other terms that the Service Recipient seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The provisions of clause 4.2 may not be varied by a Side Letter or Order Confirmation other than with the prior written consent of the Platform.

The Service Contract is the entire agreement between the Service Recipient and the Service Provider in relation to its subject matter. The Service Recipient acknowledges that the Service Recipient has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Service Contract.

These Terms and the Service Contract are made only in the English language.

The Service Recipient should print a copy of these Terms for future reference.

3. PLACING AN ORDER AND ITS ACCEPTANCE

The Service Recipient will follow the onscreen prompts to place an Opportunity. The Service Recipient may only submit an order using the method set out on the Platform. Following placing of an Opportunity, Connect2Teach will acknowledge payment for the placing of the Opportunity and post the Opportunity on the Platform. The placing of an Opportunity is not an offer to engage any Service Provider and acceptance of an order will occur only on following the process and terms of this clause 3.

The Service Recipient may use the Platform to express an interest in the Opportunity, but please note that this does not mean that the Service Recipient's order has been accepted. The Service Provider's acceptance of the Service Recipient's order will take place as described in clause 3.3.

The Service Recipient may discuss further details and reply to any questions raised with one or more Service Providers, which may be by phone, in person, through the Platform or in writing, but must not at any stage exchange any private contact details or other information allowing them to conclude a Service Contract other than through the Platform or with Connect2Teach's prior written consent.

The Service Recipient may proceed to agree terms with a Service Provider and document such agreement through the Platform (Order Confirmation), at which point and on which date (Commencement Date) the Service Contract between the Service Recipient and the Service Provider will come into existence. The Service Contract will relate only to those Services confirmed in the Order Confirmation.

4. SERVICES, SCOPE AND CONTRACT TERMS

The Service Provider warrants to the Service Recipient that the Services will be provided using reasonable care and skill.

The Service Provider shall meet any performance dates for the Services specified in the Order or that the Service Recipient notifies to the Service Provider and time is of the essence in relation to any of those performance dates.

This clause may not be varied by a Side Letter or Order Confirmation without the prior written consent of the Platform. Any renewal of provision of existing Services or for the provision of additional or replacement Services must be completed through the Platform and any such Services will (whether or not concluded through the Platform) be treated as a contract concluded for the purpose of fees and charges due to Connect2Teach and each Service Provider and Service Recipient will indemnify Connect2Teach in respect of any breach, including any fees or charges which may fail to be collected by Connect2Teach.

5. THE SERVICE RECIPIENT'S OBLIGATIONS


provide the Service Provider with reasonable access at reasonable times to the Service Recipient's premises for the purpose of providing the Services;

provide such necessary information for the provision of the Services as the Service Provider may reasonably request; and

provide not less than 10 working days notice prior to the Commencement Date of any cancellation of Services, following which the provisions of clause 12 (termination) shall apply.

6. CHARGES

In consideration of the Service Provider providing the Services the Service Recipient must pay the Service Provider's charges (Charges) in accordance with this clause 6.

The Charges are the prices agreed in the Order Confirmation, subject to any subsequent variation or addition agreed in writing in a Side Letter.

If the Service Recipient wishes to change the scope of the Services after the Service Provider accepts the Service Recipient's order, and the Service Provider agrees to such change, the Service Provider will modify the Charges accordingly.

Where a Service Contract is for a term greater than 12 months, the Service Provider reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Average Earnings Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be the latest available figure for the percentage increase in the [Retail Prices Index or Average Earnings Index].

The Service Provider's Charges are exclusive of VAT, any similar sales tax or any tax that replaces such sales taxes (including where applicable Indian GST or equivalent tax in any jurisdiction). Where VAT or such similar tax is payable in respect of some or all of the Services, the Service Recipient must pay the Service Provider such additional amounts in respect of VAT, or similar tax, at the applicable rate, at the same time as the Service Recipient pays the Charges, subject only to the provision of an appropriate invoice detailing the properly chargeable VAT, GST or similar tax.

It is always possible that, despite the Service Provider's reasonable efforts, some of the Services on the Platform may be incorrectly priced. Where the correct price for the Services is less than the price stated on the Platform, the Service Provider will charge the lower amount. If the correct price for the Services is higher than the price stated on the Platform, the Service Provider will contact the Service Recipient in writing as soon as possible to inform the Service Recipient of this error and the Service Provider will give the Service Recipient the option of continuing to purchase the Services at the correct price or cancelling the Service Recipient's order. The Service Provider will not process the Service Recipient's order until it has the Service Recipient's instructions. However, if the Service Provider mistakenly accepts and processes the Service Recipient's order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Service Recipient as a mispricing, the Service Provider may cancel supply of the Services and refund the Service Recipient any sums the Service Recipient has paid.

7. HOW TO PAY

Payment to the Platform for the Platform fees must be made in advance in the manner detailed on the Platform.

Payment for the Services will be at the time agreed in the Order Confirmation, or otherwise in advance. Payment must be made via the Platform and in the manner detailed in the Platform from time to time. The Platform will make payment to the Service Provider only upon receipt of cleared funds from the Service Recipient after deducting all actual costs in relation to receipt or transmission to the Service Provider.

Where payment is agreed to be made by direct debit or standing order the Service Recipient's designated bank account will be charged automatically each month by Connect2Teach.

The Platform will send the Service Recipient an electronic invoice within [seven] days of the beginning of the month following payment. For any failed or cancelled payments, a £[20] administration fee will be levied.

If the Service Recipient fails to make a payment under the Service Contract by the due date, then, without limiting the Service Provider's remedies under clause 12 (Termination), the Service Recipient will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8. INTELLECTUAL PROPERTY RIGHTS

In this clause:

"Service Recipient Materials" means all documents, information, items and materials in any form, whether owned by the Service Recipient or a third party, which are provided by the Service Recipient to the Service Provider in connection with the Services.

"Deliverables" means the materials and other any output of the Services to be provided by the Service Provider to the Service Recipient, including any Deliverables specified in the Service Recipient's Order all teaching materials, but excluding all Service Recipient Materials.

Except if the Service Provider and Service Recipient enter into the separate IPR Side Letter, all Intellectual Property Rights in or arising out of or in connection with the Services will be owned as set out in this clause 8.

The Service Provider will retain or have assigned to it all Intellectual Property Rights in the Deliverables and hereby grants the Service Recipient a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables for the purpose of receiving and using the Services and such Deliverables in the Service Recipient's business. The Service Recipient may not sub-license, assign or otherwise transfer the rights granted in this clause 8.3, other than for the purpose of providing that part of the Deliverables reasonably required to be issued as teaching and other materials to the attendees or students of any course or teaching module, provided that the Service Provider is expressly recognised as the owner of all copyright and moral rights in such materials to the extent that they contain or are derived from the Deliverables.

The Service Recipient and/or its licensors shall retain ownership of all Intellectual Property Rights in the Service Recipient Materials and hereby agrees to grant the Service Provider a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Service Recipient Materials for the purpose of providing the Services to the Service Recipient.

The Service Provider:

warrants that the receipt, use and onward supply of the Services and the Deliverables by the Service Recipient shall not infringe the rights, including any Intellectual Property Rights, of any third party to the extent that infringement results from copying;

shall, subject to clause 10 (Limitation of liability), indemnify the Service Recipient in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Service Recipient arising out of or in connection with any claim brought against the Service Recipient for actual or alleged infringement of a third party's Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables; and

shall not be in breach of the warranty at clause 8.5.1, and the Service Recipient shall have no claim under the indemnity at clause 8.5.2, to the extent the infringement arises from:

(a) the use of the Service Recipient Materials in the development of, or the inclusion of the Service Recipient Materials in any Deliverable;

(b) any modification of the Deliverables or Services, other than by or on behalf of the Service Provider; and

(c) compliance with the Service Recipient's specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions and provided that the Service Provider shall notify the Service Recipient if it knows or suspects that compliance with such specification or instruction may result in infringement.

The Service Recipient:

warrants that the receipt and use of the Service Recipient Materials in the performance of this agreement by the Service Provider, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party to the extent that infringement results from copying; and

shall indemnify the Service Provider in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Service Provider arising out of or in connection with any claim brought against the Service Provider, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt or use in the performance of this agreement of the Service Recipient Materials.

If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause 8, the Indemnified Party shall:

notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 8.5.2 or clause 8.6.2 (as applicable) (IPRs Claim);

allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;

provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Service Provider of the Indemnified Party's costs so incurred; and

not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

9. HOW THE SERVICE PROVIDER MAY USE THE SERVICE RECIPIENT'S PERSONAL INFORMATION

The Service Provider will use any personal information the Service Recipient provides to the Service Provider to:

provide the Services;

process the Service Recipient's payment for the Services; and

inform the Service Recipient about similar products or services that it provides, but the Service Recipient may stop receiving these at any time by contacting the Service Provider.

Further details of how the Service Provider will process personal information are set out in the Service Provider's privacy policy (a copy can be provided on request).

10. LIMITATION OF LIABILITY: THE SERVICE RECIPIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

Between the Service Provider and Service Recipient, nothing in the Service Contract limits or excludes the Service Provider's liability for:

death or personal injury caused by the Service Provider's negligence, or the negligence of the Service Provider's employees, agents or subcontractors;

fraud or fraudulent misrepresentation; or

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

Subject to clause 10.1, the Service Provider will not be liable to the Service Recipient, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Service Contract for:

loss of profits;

loss of sales or business;

loss of agreements or contracts;

loss of anticipated savings;

loss of use or corruption of software, data or information;

loss of or damage to goodwill; and

any indirect or consequential loss.

Subject to clause 10.1, the Service Provider's total liability to the Service Recipient arising under or in connection with the Service Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Service Contract.

Nothing in these Terms limits or affects the exclusions and limitations set out in the Connect2Teach Terms of Use in Part A [LINK TO Part A].

This clause 10 will survive termination of the Service Contract.

11. CONFIDENTIALITY

The Service Provider and Service Recipient each undertake that they will not at any time during the Service Contract, and for a period of five years after termination of the Service Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.

The Service Provider and Service Recipient each may disclose the other's confidential information:

to such of their respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Service Provider's respective obligations under the Service Contract. The Service Provider and Service Recipient will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Each of the Service Provider and Service Recipient may only use the other's confidential information for the purpose of fulfilling their respective obligations under the Service Contract.

12. TERMINATION

Without limiting or affecting any other right or remedy available to it, either party may terminate the Service Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of the Service Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [30] days after being notified in writing to do so;

the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

13. CONSEQUENCES OF TERMINATION

On termination of the Service Contract for any reason, the Service Provider shall immediately deliver to the Service Recipient all deliverables whether or not then complete, and return all the Service Recipient's Materials. If the Service Provider fails to do so, then the Service Recipient may enter the Service Provider's premises and take possession of them. Until they have been returned or delivered, the Service Provider shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Service Contract.

Termination or expiry of the Service Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Service Contract which existed at or before the date of termination.

Any provision of the Service Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

14. EVENTS OUTSIDE THE SERVICE PROVIDER'S CONTROL

The Service Provider will not be liable or responsible for any failure to perform, or delay in performance of, any of the Service Provider's obligations under the Service Contract that is caused by any act or event beyond the Service Provider's reasonable control (Event Outside Our Control).

If an Event Outside Our Control takes place that affects the performance of the Service Provider's obligations under the Service Contract:

The Service Provider will contact the Service Recipient as soon as reasonably possible to notify the Service Recipient; and

the Service Provider's obligations under the Service Contract will be suspended and the time for performance of the Service Provider's obligations will be extended for the duration of the Event Outside Our Control. The Service Provider will arrange a new date for performance of the Services with the Service Recipient after the Event Outside Our Control is over.

The Service Recipient may cancel the Service Contract affected by an Event Outside Our Control which has continued for more than [120] days. To cancel please contact the Service Provider. If the Service Recipient opts to cancel, the Service Provider will refund the price the Service Recipient has paid, less the charges reasonably and actually incurred by the Service Provider in performing the Services up to the date of the occurrence of the Event Outside Our Control.

15. COMMUNICATIONS BETWEEN THE PARTIES

When we refer to "in writing" in these Terms, this includes email.

Any notice or other communication given by one of the parties to the other under or in connection with the Service Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

A notice or other communication is deemed to have been received:

if delivered personally, on signature of a delivery receipt;

if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

if sent by email, at 9.00 am the next working day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

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

16. GENERAL

The Service Provider may assign or transfer the Service Provider's rights and obligations under the Service Contract to another entity but will always notify the Service Recipient in writing if this happens.

The Service Recipient may only assign or transfer the Service Recipient's rights or the Service Recipient's obligations under the Service Contract to another person if the Service Provider agrees in writing.

Any variation of the Service Contract only has effect if it is in writing and signed by the Service Recipient and the Service Provider (or the Service Provider's respective authorised representatives).

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

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

The Service Contract is between the Service Recipient and the Service Provider. No other person has any rights to enforce any of its terms.

16.6.1

If any dispute, difference, controversy or claim arises out of or relating to or in connection with a Service Contract or in relation to the Services ("Dispute"), for any reason whatsoever, you shall attempt to resolve them with Connect2Teach directly and amicably, and seek a resolution.

Any Dispute which cannot be settled by mutual conciliation as aforesaid within 15 (fifteen) days of consultation or such further period as the Service Recipient and Service Provider ("Parties") may agree, shall be submitted to arbitration at the request of any Party to the dispute upon written notice to that effect to the other Parties to the dispute and such arbitration shall be conducted in accordance with the UNCITRAL Rules ("Rules") which Rules, as modified from time to time, are deemed to be incorporated by reference into this Clause 18.2 (provided that, in the event of any conflict between the Rules and the provisions of this Clause 18.2 the latter shall prevail). The number of arbitrators shall be one. Any arbitrator appointed must be fluent in English.

All arbitration proceedings shall be conducted in the English language and the venue and seat of arbitration shall be London, provided that, the arbitrator(s) may hold hearings in such other locations as the arbitrator(s) determine to be most convenient and efficient for all of the parties to such arbitration proceedings under the circumstances. The arbitral award shall be in writing and shall state the reasons for the award.16.6.3 All arbitration proceedings shall be conducted in the English language and the venue and seat of arbitration shall be London, provided that, the arbitrator(s) may hold hearings in such other locations as the arbitrator(s) determine to be most convenient and efficient for all of the parties to such arbitration proceedings under the circumstances. The arbitral award shall be in writing and shall state the reasons for the award.

The parties at dispute agree that the arbitration proceedings shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitrator(s), the parties at dispute, their counsels and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise.

The losing Party, as determined by the arbitrator, shall pay all the reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' fees) incurred by the prevailing Party, as determined by the arbitrator, in connection with any dispute unless the arbitrators direct otherwise.

The parties to the arbitration proceedings agree that the award of the arbitrator shall be final and binding upon such parties. Judgment upon the award may be entered by the courts of England and Wales.

When any dispute is referred to arbitration, except for the dispute that forms the subject matter of the arbitration proceedings, the Parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective duties and obligations under the Service Contract.