1. Introduction
1.1 VLern was founded by education-focused entrepreneurs with the aim of connecting highly qualified teachers in a huge range of subjects and disciplines with learners in a digital learning environment. We do this by hosting the Platform, which includes details of our Tutors and their skills and we act as an agent for the Tutor, facilitating the Lesson booking process for Students as well as payment for Lessons via third-party payment processors.
1.2 These Terms constitute a contract between all users of the Platform and/or our Services (“you”) and VLern. Your use of our Platform is subject to these Terms and by using the Platform you agree to be bound by them. If you do not agree to these Terms, you must not use our Platform.
1.3 In order to enter into the Terms and to use the Platform Services, you must be of at least 18 years of age. If you are under 18, pleased do not use our Platform.
1.4 In some areas you will have different rights under these Terms depending on whether you are a Business or a Consumer.
1.5 To avoid any confusion provisions specific to Businesses only are in bold.
1.6 If you are a Business, these Terms constitute the entire agreement between us in relation to your use of the Services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
1.7 Vlern's service is exclusively offered online, and all tutoring sessions must be conducted online using the recommended online platforms. We shall not be held liable for any lessons or interactions between students and tutors that occur outside of the online environment.
2. Definitions
Business means a commercial entity that is purchasing the Services in connection with a trade, craft or profession.
Consumer means an individual acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession.
Distance Contract means a contract concluded between a Business and a Consumer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the Business and the Consumer, with the exclusive use of one or more means of distance communication up to and including the time at which the Contract is concluded.
Insurance Policies means adequate insurance, including but not limited to professional indemnity and public liability insurance coverage taken out by each Tutor with a reputable insurance provider.
Commission Fee means the fee payable to VLern by Tutors under these terms as defined in Clause 10.2.
Lesson means a meeting between a Student and a Tutor that have been introduced by us through the Platform.
No-Show means a failure by a Tutor to attend a scheduled Lesson without prior authorsation from either the Student or VLern.
Order means the Student's initial commitment to a Lesson or series of Lessons, submitted following the step by step process set out on the Platform or as otherwise agreed between the parties (‘Ordering’ and ‘Ordered’ shall be construed accordingly).
Platform means ‘VLern’ online platform which includes its proprietary domain: www.Vlern.org and all sub domains the web-app associated with that domain as well as any mobile or tablet application operated by VLern.
Platform Services means the services provided by VLern to Students and Tutors as defined in Clause 1.1.
Profile(s) means any listing on the Platform uploaded by a Tutor.
Stripe Connected Account means a Tutor who has agreed to the Stripe Services Agreement and received approval from Strips to receive the Stripe Services;
Stripe Services Agreement means the Stripe Connected Account Agreement , which includes the Stripe Terms of Service.
Stripe Services means the payment processing services offered by Stripe to VLern and Stripe Connected Accounts including services that enable the acceptance of payments from Students and the routing of money to and from Stripe Connected Accounts.
Students means all users of the Platform that engage Tutors for Tutoring Services.
Terms means these Terms and Conditions.
Tutor means one of our approved, qualified teachers that Students may engage for Tutoring Services through the Platform.
Tutors Fees means any costs incurred by Students for Tutoring Services via the Platform and payable to Tutors in accordance with these Terms.
Tutoring Services means the education services provided by the Tutor to the Student.
VLern/ ‘we’ ‘us’ ‘our’ means the company that provides the Services and maintains this Platform being VLern Limited, a company registered in England with UK company registration number: 12942793, having its registered office at 50 Harcourt Drive, Sutton Coldfield, England, B74 4LN.
VLern Contract means the binding agreement between VLern, and the Student for the booking of Lessons via the Platform
TERMS FOR STUDENTS
3. Orders
3.1 To Order any Tutoring Services, you must first use the ‘Find a Tutor’ function to choose a Tutor from the Profiles available on the Platform and book a Lesson.
3.2 The description of the Platform Services is as stated on the Platform, marketing e-mails or any other form of advertisement provided by the us. Any description is for illustrative purposes only.
3.3 We reserve the right to make beneficial changes to the Platform Services. This could be to comply with any applicable law, regulation or safety requirements, or to implement minor technical adjustments and improvements, for example to optimise your user experience.
4. Account Registration
4.1 Before Ordering Tutoring Services through the Platform, you will be required to register for an account via the Platform. You remain responsible for all actions and security in relation to your account.
4.2 If you wish to register for an account, you must signify agreement with the Privacy & Cookies Policy and these Terms. You will also be required to submit details, which depending on the Order you have made may include your name and your contact email address.
4.3 You can change your details and preferences at any time in the ‘my account’ section of the Platform.
4.4 We may contact you by using e-mail or other communication methods and you expressly agree to this.
4.5 By booking a Lesson with a Tutor you consent to your personal information being shared with that Tutor. Once this information has been passed directly on to the Tutor, the Tutor may contact you via the Platform with information that relates to your Lesson.
4.6 Following each Lesson, we will contact you via email and you will be asked to confirm that you had your Lesson with the Tutor. You must do so within 24 hours or the lesson will be confirmed automatically. You will also be invited to provide an optional evaluation of the Tutor and the Lesson.
4.7 You also have the option to declare that the tutor did not attend the scheduled lesson. It is important to note that the platform reserves the right to ask the tutor for evidence of attendance before confirming the tutor's non-attendance and initiating the refund process. This option should only be exercised if the tutor did not attend the session at all during the designated time. Late attendance by the tutor will not be considered as non-attendance for the purpose of this policy.
4.8 We retain and use all information strictly under the Privacy & Cookies Policy.
5. Basis of the VLern Contract
5.1 The description of the Tutoring Services on our Platform does not constitute a contractual offer on behalf of the Tutor to provide any Tutoring Services to you. When an Order has been submitted on the Platform, we can reject it for any reason, although we will try to tell you the reason without delay. In such an instance, if payment has already been taken, we will refund you in full.
5.2 The Order process is set out on the Platform. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.
5.3 The VLern Contract will be formed for the Lessons you have Ordered when you receive an email from us confirming the Order (Order Confirmation) or within 2 Business Days of the Order being placed by you, whichever is the earlier. You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in the Order placed by you. By placing an Order, you agree to us giving you confirmation of the Contract by means of an email with all information in it (i.e. the Order Confirmation).
5.4 You will receive the Order Confirmation within a reasonable time after making the VLern Contract, but in any event not later than the commencement of your Lesson with a Tutor.
5.5 Once the VLern Contract has been formed, VLern has discharged its responsibilities to you and all further contractual matters relating to the performance of the Tutoring Services are between you and the Tutor. It is therefore of the utmost importance that you communicate any important information relating to your Lesson with the Tutor, including, but not limited to, any medical conditions or disabilities that may affect your ability to interact with the Tutor.
6. Tutor Fees
6.1 The price of the Tutor Fees are those set out on the relevant Tutor Profile on the date of the Order.
6.2 You will be required to pay when using our online checkout service on the Platform by submitting your credit or debit card details with your Order.
6.3 Prices and charges include VAT at the rate applicable at the time of the Order.
6.4 All Fees must be taken through the Platform. We process payments using Stripe which are subject to the Stripe terms and conditions which are incorporated into these Terms by reference. If you try to make any payment to Tutors outside of the Platform, we reserve the right to terminate your use of the Platform without notice.
6.5 Our preferred currency is GBP. If Tutor Fees are not received in in GBP, the conversion is performed by Stripe. We are not responsible for any exchange rate rates or charges levied by Stripe for such conversion.
7. Cancellation for Consumers
Right to cancel the VLern Contract:
7.1 Any VLern Contract is a Distance Contract which, if you are a Consumer, is subject to the cancellation rights (Cancellation Rights) set out below. If you are a Consumer, you can cancel the Order for Tutoring Services by telling us before the VLern Contract is completed i.e. prior to receipt of the Order Confirmation or within 14 days of Ordering the Services (the “Cooling-off Period”), if you simply wish to change your mind and we will issue you with a full refund if you cancel your lesson more than 24 hours before the start of your lesson. For cancellation occurs within 24 hours before the start of the lesson, the booking fee of 15% is non-refundable.
7.2 To exercise the right to cancel the VLern Contract, you must cancel your lesson using the cancellation button for that lesson in your Vlern account. We will then communicate to you an acknowledgement of receipt of such cancellation in a Durable Medium (for example by email) without delay.
7.3 These Cancellation Rights change if you have already begun receiving the Tutoring Services and either had your Lesson with a Tutor when you cancel or you have remaining Lessons in respect of which you have already paid the Tutor Fees as follows:
- Should you request cancellation of remaining Tutoring Services within the Cooling-off Period you shall be entitled to a refund, less the value of the Tutoring Services that have already been performed by the Tutor up to and including the date which you give notice; or
- If the entirety of the Tutoring Services have already been performed during the Cooling-off Period, you will have no right to cancellation or a refund.
7.4 We may end the VLern Contract at any time by writing to you if you commit a breach of these Terms or you demonstrate a pattern of behaviour which in our sole opinion is likely to cause damage to our reputation:
7.5 If we end the VLern Contract in the situations set out in Clause 7.4, we may deduct or charge you reasonable compensation for the net costs we will incur as a result of you breaching the VLern Contract.
Timing of reimbursement:
7.6 If a reimbursement is due under this Clause, we will make the reimbursement without undue delay and in any event, not later than 14 days after the day we receive your cancellation notice.
7.7 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise.
7.8 If, due to circumstances beyond our control, a Tutor did not attend your Lesson (Tutor Non-Attendance) for any reason, we will inform you through the Platform immediately and you will receive a full refund to the credit or debit card you paid with.
Lesson Rescheduling:
7.9 You can reschedule a specific Lesson once after the Contract is made. The time restrictions are applied as follows:
Notice Time Before The Start of Lesson | Rescheduling |
Less than 24 hours | Not Permitted |
More than 24 hours | Permitted |
7.10 You will only be permitted to reschedule a Lesson once. If you cannot attend the rescheduled Lesson, you will lose the value of the Lesson.
7.11 If a Tutor is unable to attend a Lesson for any reason, we will inform you as soon as practicable and you will be entitled to a refund to the value of the Tutor Fees paid in respect of that Lesson.
7.12 However, if you become entitled to a refund under the provisions of Clause 7.11, we reserve the right, at our sole discretion, to find another Lesson slot for you and your chosen Tutor up to the value of your cancelled Lesson in order compensate you for the period during which access was denied instead of providing a monetary refund.
7.13 The first lesson is fully refundable if the student is not satisfied, in accordance with our Satisfaction Guaranteed policy. The refund request should be sent directly to us via email and must be submitted before the lesson is confirmed.
TERMS FOR TUTORS
8. Tutor Registration
8.1 If you wish to become one of our Tutors you must submit an application through the Platform. We will then assess your application and we may ask you for more details. We will require certain information during the onboarding process, which may include, but is not limited to:
- Company number if applicable;
- A picture of you holding your valid photo ID;
- Proof of professional qualifications and/or accreditation; and
- Stripe Account Details.
8.2 You are permitted to upload content to our Platform through your Profile. By permitting us to upload any Profile to our Platform, you grants VLern and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable licence to use, reproduce, modify, adapt, publish, translate, distribute, and display any part of the Profile and/or to incorporate it into other materials in any form, for the purposes of marketing.
9. Tutor Obligations
9.1 Tutors must keep their availability for Lessons up to date at all times using the Platform’s calendar function. If you need to cancel a Lesson due to extenuating circumstances, you must contact the Student to reschedule. If you are not able to reschedule with the Student you may contact us in order to notify us of the extenuating circumstances that require the cancellation PROVIDED such notice is more than 24 hours prior to the Lesson. Otherwise, the non-attendance will be treated as a No-Show.
9.2 If you are a No-Show for a Lesson repeatedly during your membership, we reserve the right to suspend you from the Platform.
9.3 The Tutor represents and warrants that:
- they have the necessary authority, rights and licences to provide the Tutoring Services that they advertise on the Platform;
- the experience and expertise of the Tutor detailed on the Profile are accurate and truthful and not misleading for Students;
- they shall not misuse any personal data of Students shared with them through the Platform in contravention of the Data Protection Laws (defined in Clause 12.3) or send unsolicited communications to Students;
- they shall not try to circumvent the Platform for financial gain or any other motive;
- they shall respond promptly to any and all enquiries from Students in relation to Lessons;
- they shall respond promptly to any and all enquiries from Vlern when contacted; and
- they shall at all times ensure that a professional demeanour is maintained during any Lesson and that they shall not use any threatening or unsuitable language or display any inappropriate behaviour when dealing with Students.
9.4 The Tutor shall indemnify, defend and hold harmless VLern against all losses that VLern incurs or suffers however arising as a result of or in connection with:
- the Tutor's breach of the warranties set out in Clause 9.3;
- the Tutor's breach or negligent performance or non-performance of any obligations under these Terms;
- any damage to reputation suffered by Vlern as a result of the Tutor’s breach of these Terms or negligence; and/or
- any claim made by a Student or any third party arising out of or in connection with a Lesson with a Tutor, to the extent that such claim arises as a result of any breach of these Terms by, or the negligence of, the Tutor or its staff or contractors.
9.5 VLern reserves the right to suspend and terminate the use of the Platform by any Tutor that breaches these Terms or if it receives more than two (2) legitimate complaints about any Tutor or its staff or contractors from Students.
10. Fees
10.1 Tutor Fees are paid by the Student to VLern and directly allocated to the relevant Tutor via Stripe. In order to do so, the Tutor’s Stripe account must be approved as a Stripe Connected Account of VLern. You can not start teaching on Vlern platform without creating a Stripe account from your Vlern profile.
10.2 Payment processing services for Tutors are provided by Stripe and are subject to the Stripe Services Agreement. By agreeing to these Terms of Business and continuing to use the Platform Services, you agree to be bound by the Stripe Services Agreement, as may be modified by Stripe from time to time. Under no circumstances can Stripe be used in violation of the Stripe Services Agreement and any failure to do so by a Tutor will be a material breach of this Terms which may result in VLern terminating your use of the Platform.
10.3 Subject to agreeing to the Stripe Services Agreement and to receiving approval from Stripe to become a Stripe Connected Account, you must adhere to the following additional terms in order to be a Stripe Connected Account:
- you agree to provide us with accurate and complete Know Your Client information about your business and the ownership of your business and to update that information whenever necessary to ensure it is accurate at all times;
- you hereby authorise us to act on your behalf in setting up, creating and managing your Stripe Connected Account and any other activity required for the operation of the Stripe Connected Account and to receive notices from Stripe on its behalf;
- you hereby authorise us to access your Stripe Connected Account data and to share the Stripe Connected Account data with Stripe. Stripe and Vlern are independently responsible for ensuring that Stripe Connected Account data within our possession or control is protected from unauthorised disclosure;
- you understand and acknowledge that if we suspect you of any fraudulent, unlawful, deceptive or abusive activity, it is contractually required to inform Stripe promptly of this on becoming aware.
10.4 In return for providing the Platform Services to the Tutor, the Tutor must pay the Commission Fee, calculated at 15% of the total Tutor Fees it receives from Students in respect of the Tutoring Services once each Lesson is completed and verified by the Student.
10.5 Upon the completion of each lesson, we will contact the student to confirm the lesson. If the student does not take action within 24 hours, the confirmation will occur automatically. Subsequently, the lesson fee, reduced by a 15% commission fee, will be transferred to your bank account from your Stripe connected account in a timely manner.
10.6 It is imperative that you maintain proof of attendance for every lesson, as students have the option to claim non-attendance by the tutor. In the event of a claim, you will receive an email notification and have 48 hours to submit your evidence. Failure to do so will result in automatic confirmation of non-attendance and lead to a refund being issued to the student. Your evidence of attendance must be clear and reliable for our investigation purposes. Vlern's decision on such matters is final and not subject to dispute.
10.7 Our preferred currency is GBP. If Tutor Fees are not received in GBP, the conversion is performed by Stripe. We are not responsible for any exchange rates or charges levied by Stripe for such conversion.
10.8 All VLern tutors are fully responsible for compliance with any applicable local laws and regulations in regard to the Tutor Fees that they receive from the Tutoring Services including the payment and reporting of any applicable income taxes. For the avoidance of doubt, VLern is not responsible for Tutors’ tax payments or any other financial obligation and cannot provide the tutors with any advice in this regard.
10.9 Our preferred currency is GBP. If Tutors request Tutor Fees in other currencies, the conversion is performed by Stripe. We are not responsible for any exchange rate rates or charges levied by Stripe for such conversion.
10.10 VLern is a provider of the Platform Services only and we act as an agent for the Tutor in obtaining Lesson bookings with Students. Once a Lesson is booked, all contractual matters relating to the Tutoring Services are between the Student and the Tutor and so the Tutor must make every effort to resolve any issues on their own.
11. Status
Nothing in these Terms shall be interpreted as meaning that any Tutor is an employee of VLern and the Tutor acknowledges and agrees that all Tutoring Services provided to Students are as a self-employed person or as a Business and are therefore excluded from the provisions of the Working Time Regulations and any benefits or rights attributed to employees including, but not limited to, entitlement to paid holiday or leave from VLern.
GENERAL TERMS
12. Intellectual property
12.1 We are the owner or the licensee of all intellectual property rights in our 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.
12.2 “VLern“ is an unregistered trade mark and is legally protected by the laws of “passing off” and “unfair competition”. No rights are granted to Students, Tutors or any third-parties to reproduce or use our trade mark for any purpose without prior written approval.
12.3 You are permitted to:
- print off one copy or download extracts of any page(s) from our Platform for your personal use; and
- draw the attention of others within your organisation to content on our Platform PROVIDED THAT our status (and that of any identified contributors) as the authors of content on our Platform is always acknowledged.
12.4 However, you must not:
- modify the paper or digital copies of any materials you have printed off or downloaded in any way;
- use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; or
- use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from us or our licensors.
12.5 If you print off, copy or download any part of our Platform in breach of these Terms, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
13. Viruses and maintenance
13.1 We do not warrant or guarantee that our Platform is free of errors, viruses, Trojan horses or other destructive or contaminating components or content. We provide no warranty or guarantee that our Platform is compatible with your computer equipment and are under no obligation to do so.
13.2 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material or event that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform, the downloading of any content, or on any websites linked to it.
13.3 You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software.
13.4 You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of service attack.
13.5 We may, from time to time, temporarily suspend the operation of our Platform with or without prior notice, either wholly or in part for repair or maintenance work or for the purposes of updating or otherwise improving its content, features or functionality.
14. Linking to our Platform
14.1 You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. We prefer that you link to our Platform through the social media links provided.
14.2 You must not, without explicit permission:
- establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
- establish a link to our Platform in any website that is not owned by you;
- frame our Platform on any other Platform, nor create a link to any part of our Platform other than the home page; or
- link from any Platform that contains fraudulent, false, misleading or deceptive information; or defamatory, libellous, obscene, pornographic, vulgar or offensive content; or promotes discrimination, racism, hatred, harassment or harm toward any third-party; or promotes violence or actions that are threatening to any third-party; or promotes illegal or harmful activities.
- We reserve the right to withdraw linking permission without notice.
15. Third-party Links on our Platform
15.1 Where our Platform contains links to other Platforms and resources provided by third-parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked Platforms or information you may obtain from them. We have no control over the contents of those Platforms or resources.
16. Confidentiality
16.1 We undertake not to disclose any confidential information regarding any Business to third-parties except as provided for under these Terms. However, we may disclose your confidential information:
- to our employees, officers, representatives, subcontractors or advisers who require such information for the purposes of carrying out their obligations under these Terms; or
- as may be required by the law of a court of competent jurisdiction or any governmental or regulatory authority.
17. Successors and our sub-contractors
17.1 We can transfer the benefit of these Terms to someone else, however we will remain liable to the other for its obligations under these Terms. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.
17.2 You may only transfer your rights or your obligations under these Terms to another person or entity if we agree to this in writing.
17.3 No person who is not a party to these Terms shall have any rights to enforce any of its provisions and these Terms can be varied without any third party's consent. Neither of us will need to get the agreement of any other person in order to end the Contract or make any changes to these Terms.
18. Circumstances beyond the control of either party
18.1 In the event of any failure by a party because of something beyond its reasonable control:
- the party will advise the other party as soon as reasonably practicable; and
- the party's obligations will be suspended so far as is reasonable, PROVIDED THAT that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the Student's above rights relating to delivery and any right to cancel.
19. Privacy
19.1 Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.
19.2 These Terms should be read alongside, and are in addition to our policies, including our Privacy and Cookies Policy.
19.3 For the purposes of these Terms:
- 'Data Protection Laws' means any applicable law relating to the processing of Personal Data, including, but not limited to the Data Protection Act 2018 and the UK GDPR.
- 'Data Controller', 'Personal Data' and 'Processing' shall have the same meaning as in the GDPR.
19.4 We are a Data Controller of the Personal Data we Process in providing services to you.
19.5 Where you supply Personal Data to us so we can provide services to you, and we Process that Personal Data in the course of providing services to you, we will comply with our obligations imposed by the Data Protection Laws:
- before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;
- we will only Process Personal Data for the purposes identified;
- we will respect your rights in relation to your Personal Data; and
- we will implement technical and organisational measures to ensure your Personal Data is secure.
19.6 For any enquiries or complaints regarding data privacy, please contact us.
20. Reliance on our Platform
20.1 The content on our Platform is provided for general information only and is not intended to amount to advice on which you should rely.
20.2 Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.
21. Prohibited use
21. 1 You may not use the Platform for any of the following purposes:
- in any way which causes, or may cause, damage to the Platform or interferes with any other person's use or enjoyment of the Platform;
- in any unlawful or fraudulent manner;
- to transmit, or to procure the transmission of any unsolicited marketing materials to us;
- in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
- to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform; or
- making, transmitting or storing electronic copies of content protected by copyright without the permission of the owner.
22. Erroneous transactions and fraud
22.1 Should we make payment in error to Students or Tutors, we reserve the right to pursue reimbursement of the Platform by deducting the amount from future Tutor Fees or pursuing available legal remedies.
22.2 In order to prevent financial fraud, we incorporate the built-in fraud tool “Stripe Radar” to provide real time fraud protection.
23. Limitation of liability
23.1 We provide the Platform Services only and we are not responsible and accept no liability whatsoever in respect of the Tutoring Services that Students receive from a Tutor on the Platform. Lessons are held via third-party communication software platforms, including, but not limited to Zoom, Google Meet, Skype and Voov. Neither are we responsible for the reliability or quality of those services.
23.2 If you are a Consumer, we limit our liability as follows:
- If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the Order process.
- Subject to Clause 16.2.3 below, we shall not be liable in contract or tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for any loss or damage of whatsoever kind howsoever arising suffered in connection with your use of this Platform, including but not limited to: indirect and consequential losses, any economic loss, loss of revenue, loss of or damage to reputation, loss of goodwill or data or for any punitive damages, penalties, interest or costs, (including legal and professional costs and expenses) suffered in connection with the supply of the Services.Our total liability to you for all other losses arising under or in connection with any Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by you under the Contract.
- We do not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of our other legal obligations. Subject to this, we are not liable for loss (for example loss of profit) to the Student's business, trade, craft or profession which would not be suffered by a Consumer because we believe the Student is not engaging our Services wholly or mainly for its business, trade, craft or profession.
23.3 If you are a Business, we limit our liability as follows:
- Except to the extent expressly stated in Clause 16.3.3, all terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are expressly excluded.
- Subject to Clause16.3.3, we shall not be liable in contract or tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for any loss or damage of whatsoever kind howsoever arising suffered in connection with your use of this Platform, including but not limited to: indirect and consequential losses, any economic loss, loss of revenue, business, profits or business opportunities, anticipated savings or profits, loss of or damage to reputation, loss of goodwill or data or for any punitive damages, penalties, interest or costs, (including legal and professional costs and expenses) suffered in connection with the supply of the Services. Our total liability to you for all other losses arising under or in connection with any Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by you under the Contract.
- We do not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of our other legal obligations including breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
23.4 Whether you are a Consumer or a Business, this Platform and the Platform Services advertised on it are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
23.5 The Tutor agrees to indemnify VLern against all reasonable costs, expenses, penalties, fines or interest including reasonable legal costs and expenses, incurred or payable by the Tutor in connection with or in consequence of any such liability, deduction, contribution, assessment or claim including claims for employment or worker status brought by the Tutor against VLern arising out of or in connection with the provision of the Tutoring Services, except where such claim is as a result of any act or omission of VLern.
24. General
24.1 These Terms may be varied by us from time to time. Such revised terms will apply to the Platform from the date of publication. Users should check the Terms regularly to ensure familiarity with the then current version. No variation of these Terms, can be made after it has been entered into unless the variation is agreed by the Student and VLern in writing and authorised by a member of our senior staff.
24.2 These Terms contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to these Terms.
24.3 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party will have any right to enforce or rely on any provision of these Terms.
24.4 If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.
25. Governing law, jurisdiction and complaints
25.1 The Contract (including any non-contractual matters) is governed by the law of England and Wales. Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Student lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
25.3 In the event of a dispute between Students and Tutors relating to the Tutoring Services, parties must first try to resolve any complaint between them. If this is not possible, then the parties should contact us to find a solution. In such an instance, the decision of VLern shall be final.
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