Terms of service
By using any of the Services available on www.yaudat.com (the 'Website'), You expressly agree to be bound by this Licence and all applicable laws and regulations governing the Website and the Services. The Licence forms a legally binding agreement between the person visiting the Website herein referred to as ‘You’ or ‘Your’ and Yaudat Limited, a company registered in England and Wales (No. 11787293) with a registered office at: 29 Harbour Exchange Square, London, United Kingdom, E14 9GE, herein referred to as ‘Yaudat’, ‘We’ or ‘Our’, in relation to Your use of the Website and/ or the Services and applies to all users of the Services whether registered or not on the Website and who may also be contributors of user generated content ('UGC') posted on the Website.
In providing the Website and the Yaudat Services, Yaudat does not provide the Tutoring Services. To obtain the Tutoring Services, the Student enters into a legally binding Contract with the Tutor.IF YOU ARE AGED UNDER 18, YOU CAN REGISTER AS A STUDENT WITH YAUDAT BUT A PARENT OR GUARDIAN MUST AGREE TO PAY FOR ANY TUTORING SERVICES ON YOUR BEHALF AND TO BE REPONSIBLE FOR YOUR COMPLIANCE WITH THE TERMS OF THIS LICENCE.
Yaudat and yaudat.com are the trading names of Yaudat Limited.
You should read the Licence and be sure that You understand the effect before proceeding to use the Website and/ or the Services. If You disagree with any part of the Licence, do not use the Website for the purpose of the Services. If You violate the Licence, Yaudat may stop Your use and/ or future use of the Website. Yaudat may take appropriate legal action against You. Yaudat reserves the right to change the terms of this Licence at any time without notice, effective immediately upon posting on the Website. You agree that Yaudat will treat Your use of the Website and/ or the Services as acceptance of the terms of this Licence including Your continued use subsequent to any changes being posted on the Website.
1.1 Yaudat grants You a licence touse the Website and the Yaudat Services in accordance with and subject to Your compliance with these terms.
1.2 By using the Website and the Yaudat Services, You grant Yaudat and the Tutor or Student (as applicable) the rights to use any UGC contributed by you in accordance with these terms.
2. COPYRIGHT LICENCE
We reserve the right to terminate the privileges of any user who uses this Website to unlawfully copy, issue or communicate copyrighted material without a licence, valid defence or fair use or other legal exemption to do so. In particular, users who contribute UGC to this Website must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as public or privacy rights). Any decision as to copyright infringement can be made in Our sole discretion and we reserve the right to take down any material we consider may be infringing .
3. OTHER DEFINITIONS
Unless the contrary intention appears, the following definitions shall apply:
Client means a person who is registered to use the Yaudat Website
Contract means the period during which, and the terms upon which, You are provided with Tutoring Services by any one Tutor as agreed between You and the Tutor via the Website.
Dispute means any dissatisfaction expressed by You or any complaint made by You or any other dispute or potential dispute or claim made by You in connection with the provision of the Tutoring Services rendered by a Tutor or the provision of the Yaudat Services which is communicated to Yaudat by You.
Intellectual Property Rights include patents, copyright, rights to inventions and related rights, trade marks, trade names, domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Losses means any claims, losses, demands, third party claims, actions, damages, costs, fines, liabilities, obligations and expenses.
Materials refersto content relating to the Tutoring Services (including images, logos, music, text, trademarks and slogans).
Selection Criteria means the selection criteria as set out on the Website.
Selection Process refers to the process determined by Yaudat from time to time whereby Tutors may be selected to offer Tutoring Services to Students by accessing and using the Website and the Yaudat Services.
Service Fees are charged to a Tutor and/or a Student when a Tutor approves an Online Session or a Student buys credits for booking Online Sessions.
Session Start Time means the date and time confirmed by Tutor when Student and Tutor should access the Online Session Space.
Student means a person receiving the Tutoring Services using the Yaudat Services.
Tutor means a registered tutor who has applied and been selected to join the Yaudat community of Tutors who wish to carry out Tutoring Services using the Yaudat Services to do so.
Tutoring Services means the provision of online tutoring by a Tutor by way of individual Online Sessions in real-time, suitably tailored to meet the individual requirements of the Students, including access to the Yaudat Session Recordings.
Website means any website owned and managed by Yaudat, including www.yaudat.com
Yaudat Account means Your unique username and password.
Yaudat Cabinet means the secure cabinet(s) created by You, which hold(s) Your personal information and from where You can access the Services via Your Yaudat Account.
Yaudat Student Fees means the amounts collected by Yaudat from the Student on behalf of the Tutor for the Tutoring Services.
Yaudat Student Marks means the feedback left by a Student on the Website in response to the performance of the Tutoring Services by a particular Tutor, which is scored on a 1-5 basis (5 being the highest rating).
Yaudat Registration means registering on the Website as per clause 4.
Yaudat Services includes the provision of an online platform i.e. a website whereupon Yaudat provides an online marketplace for Students to contact Tutors. Yaudat does not provide the Tutoring Services but does facilitate their provision by Tutors to Students via the Website. The Yaudat Services further include a database of Tutors, back office support including customer services, billing, website and IT services including the use of the virtual Online Session Space.
Yaudat Session Recordings means the recordings of any Online Sessions which can be accessed and viewed.
Yaudat Technical Requirements refers to the minimum requirements for using and accessing the Tutoring Services including the use of a computer, recommended browser, webcam, a broadband internet connection (with sufficient bandwidth), a sound card and a headset and microphone.
Yaudat Wallet refers to the online electronic wallet which holds Yaudat Wallet Credits that can be redeemed against the purchase of Tutoring Services on the Website.
Yaudat Wallet Credit(s) represents the pre-paid credits deposited in the Yaudat Wallet with which the Tutoring Services can be purchased from the Tutors on the Website upon redemption. One (1) Yaudat Wallet Credit represents one (1) pound sterling.
Yaudat Wallet Credit Redemption Notice as per clause 5.2.
4.1 There is a one-step registration process to initially registering as a Client to the Website. You will be required to register either as a Student or as a Tutor.
4.2 During Sign Up You will be asked to input Your username (which will be Your email address) to access your Yaudat Cabinet on the Website and to benefit from the Services in accordance with these Terms and your date of birth to confirm your age. If you are under 18, you will be required to enter your parent or guardian’s email address so We can contact them for approval. After registering, You will receive an e-mail with Your password. You must keep Your password relevant to the Website and the Services confidential and not reveal it to anyone else. You are responsible for all activities that are carried out under Your username and password which shall represent Your Yaudat Login. We do not have the means to check the identities of all people using the Website and will not be liable where Your username and/or password are used by someone else, unless due to a failure of security on our part. You agree to notify Yaudat immediately by email to email@example.com of any unauthorised use of Your Yaudat Cabinet of which You become aware. You must not create additional Yaudat Cabinets or other registered Clients for the purpose of abusing the functionality of the Website or for any other reason.
5. BECOMING A STUDENT
5.2 Students can purchase Tutoring Services by purchasing Yaudat Wallet Credits. The price and conversion of Yaudat Wallet Credits are as follow: One (1) Yaudat Wallet Credit represents one (1) pound sterling. YaudatWalletCredits are held in the Student’s Yaudat Wallet and can be redeemed against the purchase of Tutoring Services from a Tutor. Provided that You have sufficient Yaudat Wallet Credits in Your Yaudat Wallet, the requisite number of Yaudat Wallet Credits payable shall be deducted from Your Yaudat Wallet automatically upon the Tutor's approval of the previously made booking of an Online Session and the balance of Yaudat Wallet Credits in Your Yaudat Wallet shall be reduced accordingly. When Tutoring Services are paid for by using Yaudat Wallet Credits from Your Yaudat Wallet, You will receive notification of this by email (‘Yaudat Wallet Credit Redemption Notice’). Yaudat Wallet Credits are refundable on application by email to firstname.lastname@example.org. Refunds are made in pounds sterling and are subject to deduction of an administration fee of 2.5% to cover credit card processing costs.
5.3 Students aged under 18 may not purchase Yaudat Wallet Credits, which may be purchased for them by a parent or guardian.
5.4 Yaudat reserves the right to suspend or terminate Your ability to purchase Tutoring Services at any time if it reasonably suspects You are in breach of these Terms Where terminated, Your YaudatLogin and Yaudat Cabinet shall be deactivated and any Yaudat Wallet Credits refunded. Yaudat reserves the right to terminate after a six (6) month long continuous period of inactivity which means that You will no longer be permitted to use the Yaudat Services to purchase Tutoring Services via the Website. You will not be permitted to re-access the Website and the Yaudat Services without Yaudat’s express written permission and any terms intended to survive termination shall continue.
6. BECOMING A TUTOR
6.1 If You apply to be registered as a Tutor via the Website, by making use of the Website and the Yaudat Services You agree that these Tutor Terms apply to that use in full. It is in Yaudat’s absolute discretion to decide if You qualify (or continue to qualify) as a Tutor upon successful completion of the Selection Process. If Your Initial Application is successful, You may be invited to participate in a telephone interview and subsequently, an interview session. If successful, You will complete a further registration by providing a short resume, your photo ID, details of Your Bank Account, and optional self-promotional video.
6.2 In order to provide You with maximum protection, during registration, You will be asked to input Your username (which will be Your email address). You would need to keep Your password relevant to the Website and the Tutoring Services confidential and not reveal it to anyone else. You are responsible for all activities that are carried out under Your username and password which shall represent Your Yaudat Login. We do not have the means to check the identities of all people using the Website and will not be liable where Your username and/or password are used by someone else, unless due to a failure of security on our part.You agree to notify Yaudat immediately by email at email@example.com of any unauthorized use of Your Yaudat Cabinet of which You become aware.
6.3 Once a Tutor has been selected to provide the Tutoring Services via the Website and has a secure Yaudat Login, the Tutor can benefit from full use of the Website and the Yaudat Services. The Yaudat Services include the provision of an online platform i.e. a website whereupon Yaudat provides an online marketplace for Students to contact Tutors and for Students to come and work together subject to Contract. The Website enables Tutors to independently build up a professional Tutor Yaudat Cabinet and to promote their Tutoring Services on a freelance self-employed basis to Students, who can choose their preferred Tutor to deliver Online Sessions tailored to their individual requirements.
6.4 Yaudat reserves the right to suspend or terminate Your ability to render Tutoring Services at any time if it reasonably suspects You are in breach of these Terms without liability to Yaudat. Where terminated, Your Yaudat Login and Cabinet shall be deactivated but you will still be entitled to payment for Sessions already delivered. Yaudat reserves the right to terminate after a six (6)month long continuous period of inactivity which means that You will no longer be permitted to deliver Tutoring Services via the Website. You will not be permitted to re-access the Website and the Yaudat Services without Yaudat’s express written permission.
7. CLIENT OBLIGATIONS
When You use the Website and the Services You agree:
7.1 to pay all service, telephony and/or other fees and costs associated with Your access to and use of the Services;
7.2 to obtain and maintain all Services in accordance with clauses 10.3, 10.4 and 10.5. Any problem concerning a technical issue regarding a Client’s personal computer or internet service provider is not the responsibility of Yaudat. You must use a headset and microphone which must be fully configured;
7.3 to protect against the transmission of viruses and other computer malware during Your access to and use of the Services;
8. STUDENT OBLIGATIONS
When You use the Website and the Services and when You book and accept the Tutoring Services, You agree:
8.1 to provide promptly and give to the Tutor all such information as they may reasonably require in connection with the provision of the Services;
8.2 to notify Yaudat immediately should the Student become incapacitated in any way and unable to attend Your Online Session. Yaudat can notify any Tutor on Your behalf if You have not already done so;
8.3 to be solely responsible in assessing the suitability of a Tutor to deliver the Tutoring Services and the accuracy of their stated credentials, expertise, references, CRB/DBS (where applicable). CRB/DBS and any other qualifications are self-certified by the Tutor and are not verified, validated or checked by Yaudat;
8.4 to contact a Tutor only by the Yaudat instant messaging facility via the Website. Other means of communication are prohibited;
8.5 not to act as an agent to promote the services or opportunities of a company; and
8.6 not to publish any abusive comments about a Tutor or another Student on the Website or any other place including defamatory or derogatory comments.
9. TUTOR OBLIGATIONS
When You make use of the Website and the Yaudat Services and when You provide Tutoring Services to Your Students, You must comply with any operational requirements as directed by Yaudat and as amended from time to time and in accordance with these Terms. You further and specifically agree to:
9.1 provideYaudat with Your bank account details which have to be a UK current account and held in the Tutor’s single name only;
9.2 assume all responsibility for Your role as Tutor and for the provision of Tutoring Services to the Student which includes the preparation and content of Online Sessions. Your obligations as to the quality of your Tutoring Services are owed to the Student, but you are expected to achieve positive Student Marks (of at least 3 out of 5) in order to remain as a Tutor;
9.3 accept booking requests made by Students via the Website which You will be notified about via Your Tutor Mail. You must not illegally discriminate in refusing booking requests from Students. You should not commence Online Sessions until notified by Yaudat that a booking has been confirmed and Student Fees have been received and are being held on Your behalf. You acknowledge that Yaudat is not responsible for any costs or time incurred before such notification has been given to You;
9.4 use a headset and microphone (not loudspeakers) which must be plugged in and fully configured.Any problem concerning a technical issue regarding a Tutor’s personal computer or internet service provider is not the responsibility of Yaudat;
9.5 act at all times in accordance with the highest professional standards;
9.6 only accept instructions within Your sphere of abilities and competency;
9.7 contact Students introduced to you by Yaudat only by the Yaudat instant messaging facility via the Website. Other means of communication are prohibited;
9.8 notifyYaudat immediately should You become incapacitated in any way and unable to provide the Tutoring Services. Yaudat can notify any Student concerned if You have not already done so. Depending on the circumstances, Yaudat and Tutor shall discuss in good faith a possible postponement of the Tutoring Services and in relation to the particular Student affected, the postponement or reassignment to another Tutor or cancellation refund;
9.9 ensure that any information provided by You to Yaudat remains true, accurate, up-to-date and complete at all times that you remain registered as a Tutor.
10. Yaudat OBLIGATIONS
10.1 Yaudat agrees to provide the Yaudat Services.
10.2 As an online service, the Yaudat Services may periodically be unavailable as We perform regular maintenance and upgrades. Where reasonably possible, these activities shall be notified to Client in advance.
10.3 You are solely responsible for validating the interoperability and proper functioning of the Your Cabinet and for undergoing troubleshooting where necessary. See the FAQs provided on the Website relating to ‘Technical’ questions about the Online Session Space which offer access to a technical guidance which may assist You. This includes information relating to the minimum system requirements.
10.4 In exceptional cases, there may be other reasons relating to incompatibility or otherwise as to why You may be unable to successfully access and validate the Yaudat Services. Yaudat uses all reasonable endeavours to make the Services available to all and where this is not possible for any such reason, Yaudat shall not be responsible nor liable to You as a result including for any act or omission on Your part relating to Your inability to access the Services in whole or in part including but not limited to:
a. resultant feedback, audio break-ups, video or sound delays;
b. Your failure to use and configure the prescribed headset and microphone;
c. Your failure to at least meet the minimum system requirements.
10.5 You acknowledge and accept that from time to time, You may experience entire or partial failure of Your video during an Online Session due to fluctuations or insufficient bandwidth as a result of issues with Your or the Student or Tutor’s internet connection and under such circumstances, You agree that the Online Session shall continue without video and confirm that this is acceptable to You in all circumstances. For the avoidance of doubt, You will not receive a full or partial refund for bandwidth-related interferences from the Tutor.
11. YAUDAT STUDENT FEES
11.1 Tutor authorisesYaudat and its agents on Tutor’s behalf to accept any credit or debit cards or other forms of payment approved by Yaudat in connection with the provision of the Tutoring Services via the Website including Mastercard, Visa and Maestro debit cards.
11.2 Tutor authorisesYaudat on Tutor’s behalf to charge and collect the face value of each Online Session at the current rates provided on the Website from Students.
11.3 Student shall pay to Yaudat the Yaudat Student Fees by any means made available via the Website from time to time.
11.4 All prices relating to Tutoring Services are set by the Tutors and shall become effective immediately upon posting on the Website and will be applicable to all bookings made after such posting.
11.5 Tutors are self-employed and contract direct with Students to provide the Tutoring Services via the Yaudat platform. Tutors and Students do not have the power to bind Yaudat in any way in respect of the obligations of the one to the other.
12. STUDENT FEES, YAUDAT TUTOR FEES AND YAUDAT PAYMENTS
12.1 Tutor authorisesYaudat to charge and collect on behalf of Tutor, the face value of Tutoring Services from Students. Yaudat holds all Yaudat Student Fees (which will be based on the number of undisputed and completed Tutoring Services) on trust for the Tutor in a dedicated Tutor Bank Account for a limited time and is entitled to deduct the full amount of Yaudat Payments it charges to Tutor in consideration for the Yaudat Services provided prior to releasing the Yaudat Tutor Fees to Tutor.
12.2 All costs relating to Online Sessions and Yaudat Payments are reviewable by Yaudat and any revised fees and charges shall take effect immediately upon posting on the Website and will be applicable to all bookings made after such posting.
12.3The Tutor confirms that You are self-employed under these Tutor Terms, and You are directly responsible to applicable tax authorities for all matters regarding Income Tax, VAT and relevant National Insurance contributions or other applicable taxes. It is therefore necessary for You to keep records of payments made to You by way of Yaudat Tutor Fees for completion of annual Tax Returns. You hereby agree to fully indemnify Yaudat for or against all and any demands for any such taxes by applicable tax authorities to Yaudat or any other claim by applicable tax authorities, including any interest or penalties, arising out of Your failure to account properly or at all for any liabilities to applicable tax authorities arising from Your Tutoring Services. This indemnity shall include all expenses and costs, including legal fees, incurred by Yaudat in dealing with any such claim by applicable tax authorities.
12.4 Yaudat shall pay to Tutor an amount equal to the gross Yaudat Tutor Fees collected by Yaudat, less any charges for Online Sessions and Yaudat Payments made in connection with this Agreement. Such payments shall be made by the 10th of every month for previous month i.e. by the 10th of July for the month of June in which Tutoring Services have been successfully performed and paid for by the Student.
13. STUDENT CANCELLATIONS / NO-SHOWS
13.1 You confirm and agree that the Tutor will have reserved a time slot and use of the online virtual Online Session Space and You therefore acknowledge and agree that the Tutoring Services shall commence on the Session Start Time and once the Session has commenced with Your agreement You will lose Your statutory cancellation rights pursuant to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulations”)
13.2 For the avoidance of doubt, prior to the Tutor’s acceptance of Your booking of an Online Session, or up to 48 hours before the scheduled start of the Online Session a Student shall be entitled to cancel the Tutoring Services ordered and no Yaudat Student Fees shall be charged.
13.3 Yaudat Student Fees are deducted from Your Yaudat Wallet when the Online Session starts. Before then the Yaudat Student Fees for booked Online Sessions are reserved and may not therefore be used to book other Sessions or refunded.
13.4 In the event that the Student wishes to cancel the Tutoring Services ordered, then subject to your statutory right the following cancellation provisions shall apply:
a. if cancelled within forty-eight (48) hours of the Online Session start date and time, You shall forfeit 100% of the Yaudat Student Fees payable; or,
b. if cancelled in excess of forty-eight (48) hours prior to the Online Session start date and time, You shall forfeit 0% of the Yaudat Student Fees payable;
13.4 All Session cancellations (and any refund requests) must be made directly via the Website and in writing to firstname.lastname@example.org.
13.5 If You simply do not show up to Your Online Session and You do not notify us and have not exercised a
13.6 If a Student cancels or fails to show at an Online Session the Tutor will be paid any Yaudat Client Fees paid by the Student in respect of that Session less Yaudat’s usual charges.
14. TUTOR CANCELLATIONS / NO-SHOWS
14.1 Tutors may cancel an Online Session at any time, in which case the Yaudat Client Fee for that Session shall not be payable by the Student and the Tutor shall pay the following cancellation fees to Yaudat. If the Tutor cancels:
a. within forty-eight (48) hours of the Online Session start date and time, the Tutor shall pay Yaudat an amount equal to 40% of the Tutor’s Fees; or
b. after accepting the booking but more than forty-eight (48) hours before the Online Session start date and time,, the Tutor shall pay Yaudat an amount equal to 12.5% of the Tutor’s Fees
14.2 No-show by the Tutor at an Online Session without having cancelled it as well as repeated cancellations of Online Sessions by You may result in the termination of this Agreement between You and Yaudat under clause 15.5 and in any event Yaudat will log the incident on Your record for a period of twelve (12) months.
14.3 All cancellations must be made in advance, directly via the Website.
15. MARKS AND FEEDBACK
15.1 It is a feature of the Website and the Yaudat Services that the Student will leave Yaudat Student marks.
15.2 During the last five (5) minutes of an Online Session, a Tutor may complete feedback or comments or suggestions for You (which You will be able to access via Your Yaudat Cabinet).
15.3 A Tutor or a Student can report or raise any issues or concerns that they might have with the other at any time.
15.4 Whether such feedback is positive or negative, Yaudat will have full discretion as to whether it informs the other of such feedback.
15.5 Where deemed necessary, Yaudat is entitled to carry out an investigation upon receipt of negative Student Marks (rating of 1, 2 out of 5) or where a Tutor or a Student reports or raises any feedback, negative comments or issues that they might have with the other at any time,andwhere in its sole discretion it considers it appropriate Yaudat is entitled to suspend or terminate Your Cabinet under clause 24 or to revoke the licence granted to the Tutor herein to use the Website and the Yaudat Services by termination under clause 24.
16. OTHER ACTIVITIES
Nothing in this Agreement shall prevent the Tutor from being concerned, engaged or from having any financial interest in any capacity in any other trade, business, profession or occupation whilst registered as a Tutor on Yaudat provided that such activity does not cause a transgression of any of the Tutor's obligations under this Agreement.
17. PERMITTED USE OF THE WEBSITE
17.1 You agree that You are only authorised to view and to retain a copy of pages of this Website for Your own personal use. You may view Website pages, download Website pages for caching purposes only, and print Website pages.
17.2 You are permitted to access and use the Website and the Services subject to the following express conditions. You agree:
a. not to sell, license, distribute, rent or otherwise exploit any UGC or Content for any other purposes without the prior written assent of Yaudat or the respective licensors of the UGC or the Content;
b. not to alter or modify any part of the Website or any of the Services or use the same in any way which is illegal, unlawful, fraudulent or harmful, or in connection with any illegal, unlawful, fraudulent or harmful purpose;
c. not to post, deep link, publish, reverse engineer or modify or make any derivative works of any part of the Website or the Services, including but not limited to any UGC or Content, in any medium without Yaudat's prior written authorisation.
d. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Website or the Services that (i) prevent or restrict use or copying of UGC or Content; or, (ii) enforce limitations on the use of the Services or the UGC or Content accessible via the Service.
e. not to attempt to access the Yaudat Cabinets of other Students or Tutors or attempt to penetrate Yaudat’s security measures;
f. not to use any area of the Website or the Services for any commercial purposes other than the delivery of tutoring services to Students via the Website.
g. not to use the Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) anycomputer virus, Trojan horse, spyware, worm, rootkit or other malicious computer software;
h. not to conduct any systematic or automated data collection activities on or in relation to any user of the Website or the Services;
i. not to attack our Website via a denial-of-service attack or a distributed denial-of service attack.
17.3 We will investigate and take appropriate legal action against anyone who violates this provision, including without limitation, removing the offending communication from the Website and barring anyone breaching this provision from future use of the Website and the Services. We reserve the right to block access to this Website, or to cancel a reservation in respect of one or more pre-booked Online Sessions with respect to any person who is known or reasonably believed to be acting unlawfully, or breaching these Terms, or infringing Yaudat’s rights.
17.4 By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use our Website will cease immediately.
17.5 You are responsible for configuring Your information technology, computer programmes and platform in order to access our Website. You should use Your own virus protection software.
18. PROHIBITED CONTENT
18.1 The following is a list of prohibited content which is prohibited or illegal on the Website. You agree that You will not submit any UGC to the Website that:
a. is illegal or patently offensive to the online community, such that it promotes bigotry, racism, hatred or physical harm of any kind against anyone;
b. advocates or constitutes harassment of another person;
c. includes the transmission of "chain letters", "junk mail", or unsolicited mass mailing or "spamming";
d. promotes information that You know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
e. could be harmful to minors;
f. is or promotes an illegal or unauthorised copy of another person's copyrighted work, providing information to circumvent manufacture-installed copy-protect devices, or providing links to pirated music files or pirated music;
g. contains restricted or password only hidden pages, access pages or images;
h. displays pornographic or sexually explicit material of any kind;
i. provides material that exploits people under the age of 18 in a sexual or violent manner,
j. solicits personal information from anyone;
k. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; or
l. participates in commercial activities and/or sales, other than the provision of Tutoring services via the Website, without our prior written consent.
18.2 Yaudat may remove from the Website any UGC which it reasonably considers may infringe any of the above.
19.1 You agree to provide true and accurate information when using the Website. You may NOT use another person's email address, Yaudat Cabinet details or the name of another individual when using this Website and agree to notify Yaudat immediately of any unauthorised use of Your email, account or any other breach of security.
19.2 We cannot monitor the conduct of users of the Website.It is a violation of this Licence to use any information obtained from this Website in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any user without their prior explicit consent.
20. PRIVACY AND CONFIDENTIALITY
20.2 The data sharing clauses in the Appendix to these terms apply as between Yaudat and Tutors in relation to their sharing of personal data as joint data controllers.
21. AVAILABILITY AND SECURITY OF THE WEBSITE
Yaudat does not guarantee the validity and accuracy of information on the Website or the Services or that the Website is kept up-to-date. The Website and its content and the Services are delivered on an "as-is" and "as-available" basis. Yaudat shall use reasonable endeavours to ensure that the Website, the Services and any information it holds on You are kept secure. However, due to the nature of the internet and without prejudice to any obligations owed by Tutors to Students, Yaudat does not represent or warrant to You that:
21.1 Your use of the Website and/ or the Services will be continuous, timely, secure or free from error at all times, nor that it will provide specific results from use of the Website or any content, search or link on it;
21.2 Your use of the Services will meet Your requirements;
21.3 any information obtained or downloaded by You as a result of Your use of the Services will be reliable, accurate or free of viruses or contamination or destructive features;
21.4 Your shared UGC will not be used by a third party in various methods;
21.5 there will not be any defects in the operation or functionality of any software provided to You as part of the Services; or
21.6 those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.
22. HYPERLINKS AND SEARCH RESULTS
The Website may contain produce search results or hyperlinks that reference or link to third party sites throughout the World Wide Web. By using the Website to search for or link to another website, You agree and understand that You may not make any claim against Yaudat for any damages or losses, whatsoever, resulting from Your use of the Site to obtain search results or to link to another website.
23.1 All Disputes reported to Yaudat by a Client via the Website will be investigated at Yaudat’s option. The parties agree that they shall attempt in good faith to resolve any Dispute promptly through negotiations between You and an officer of Yaudat. Yaudat will use all reasonable endeavours to provide a written response via email to any issue raised by a Client via the Website. Yaudat reserves the right to inform a Tutor or a Student respectively of any Dispute raised against them and to provide them with a copy of any response provided by Yaudat. This does not affect your rights to bring a claim via the courts.
23.2 During any given Contract, You should inform Yaudat as soon as possible of any Dispute You may have with a Tutor in connection with the provision of the Tutoring Services rendered by a Tutor or otherwise so that Yaudat may take prompt action.
23.3 You agree to cooperate fully with Yaudat in resolving any Dispute with a Tutor.
23.4 Yaudat reserves the right to suspend Your Yaudat Cabinet with immediate effect while an investigation is conducted. Your Yaudat Cabinet may be reactivated once an investigation has been completed.
23.5 The consequence of any investigation instigated by You or a Tutor is entirely at Yaudat’s discretion.
24. SUSPENSION AND TERMINATION
24.1 You acknowledge that Yaudat has no obligation to monitor any UGC or other Content provided by third party users. You further understand and agree that in Yaudat's sole discretion, and without prior notice, Yaudat may terminate its Licence with You and may therefore choose to suspend or terminate Your access to the Website and the Services at any time or exercise any other remedy available and delete or modify any unauthorised UGC, if Yaudat believes that the UGC You provided has violated or is inconsistent with this Licence or violated the rights of Yaudat or another Yaudat Member. Notwithstanding this, You are solely responsible for and bear the legal risk associated with such UGC anywhere in the world.
24.2 Yaudat may release user information about You if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an harmful or unlawful activity.
24.3 You agree that monetary damages may not provide a sufficient remedy to Yaudat for violations of this Licence and You agree to injunctive or other equitable relief for such violations.
24.4 You acknowledge and agree that to improve the Website and/or the Services, We may stop providing the Services (or any features within the Services) to You or to users generally at Yaudat's sole discretion, without prior notice to You.
25. YOUR WARRANTIES
You warrant that:
25.1 You have (and will continue to have whilst the UGC remains posted on the Website) all necessary licences, rights, approvals, and permissions which are required to enable Yaudat to use or display Your UGC in the manner contemplated by the terms of this Licence;
25.2 You are happy to share Your UGC with other Students and/ or Tutors as the case may be who access and/ or register on the Website to the extent required for the Services to be delivered as intended;
25.3 You will not post nor upload any UGC which infringes clause 18 or otherwise contains material which is unlawful for You to own, or which it would be unlawful for Yaudat to use or possess in connection with the provision of the Services;
25.4 the UGC that You submit to the Interactive Services will not contain any third party copyright material, or material that is subject to other third party proprietary rights, unless You have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant Yaudat the licence referred to in clause 1.2 above;
25.5 You will keep Your Yaudat Login details secure and confidential; and
25.6 You will comply in particular at all times with the provisionsof this Licence, including (but not limited to) clauses 17 (Permitted Use of the Website), 18 (Prohibited Content) and 19(Conduct).
26.1 You agree that You are solely responsible for any violation of Your obligations under the Licence and for the consequences of any such violation.
26.2 You agree to indemnify and hold Yaudat harmless from any loss, liability, claim or demand, including reasonable legal fees, incurred by or asserted against Yaudat, arising out of or in connection with:
a. any breach by a third party arising out of Your use of the Website and/ or the Services or by Your acts or omissions, including also Your use of the Website and/ or the Services to provide a link to another website or to upload UGC or other information to the Website (unless You have a formal licence or permission from the rightful copyright owner, or are otherwise legally entitled, to post the UCG in question and to grant Yaudat and the Tutor and/ or the Student the licences); and
b. any violation resulting from Your non-authorised use, creation (and modification) of an Online Yaudat Session Recording on or off the Website.
27.1 Nothing in this clause 27 shall exclude or limit Yaudat’s liability for:
a. fraudulent misrepresentations;
b. any liability where the law does not permit such exclusion of liability; and/or
c. death or personal injury arising from negligence.
27.2 Yaudat shall not be in breach of any of its obligations under this Licence which arises or occurs due to the act, omission, failure of You or Your failure to comply with any of Your obligations under this Licence.
27.3 Yaudat makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Website and/or the Yaudat Services.
27.3 Yaudat shall not be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage or, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation suffered by You arising from Your use of the Website and/ or the Services or, any loss or damage which may be incurred by You as a result of:
a. any violation by You of this Licence or breach of warranty by You or the acts or omissions of You including Your use of or inability to use the Website and/ or the Services in accordance with the terms of this Licence;
c. any changes which Yaudat may make to the Services, or for any permanent or temporary termination in the provision of the Services (or any Website features);
d. the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through Your use of the Yaudat Services;
e. the availability of third party sites or resources, or as a result of any reliance placed by You on the accuracy, completeness or existence of any advertising, products or other materials on, or available from, such websites or resources; and/or
f. the acts, omissions and conduct of any third party users in connection with or otherwise related to Your use of the Website and/ or the Services.
27.4 The limitations on Yaudat’s liability to You in this clause 27 shall apply whether or not Yaudat has been advised of or should have been aware of the possibility of any such losses or damages arising.
27.5 Except as expressly set out in this Licence, Yaudat gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of fitness for a particular purpose to the fullest extent permitted by law. This does not affect any express or implied warranties given by Tutors to Students.
28. ENTIRE AGREEMENT/ SEVERABILITY
This Licence shall be personal to You and You may not transfer, assign, sublet, lease or delegate all or any of your rights without Yaudat’s prior written consent. Yaudat reserves the right to assign or transfer all or any of its rights and obligations under this Licence to any companies in the same group as Yaudat or other third party. In the event of transfer or assignment, notification will either be given to You by e-mail or posted on the Website.
30. THIRD PARTY RIGHTS
This Licence does not create any right enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999 (the "Act"), but does not affect any right or remedy that a third party has which exists or is available apart from that Act.
31. LAW AND JURISDICTION
The terms in this Licence are governed by English Law and any disputes arising in relation to this Licence and/or the Website are subject to the exclusive jurisdiction of the English Courts.
We keep our statement under regular review. This statement was last updated on 1 September 2019.
APPENDIX – DATA SHARING CLAUSES
In this Agreement, where the context so admits:
1.1 The following words and expressions have the meanings set out against each or given in the provision of this Agreement cross-referenced against each (as applicable):
the matching of Students with Tutors and provision of tutoring services to Students
“Data Protection Legislation”
all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK)
Yaudat Ltd. and its employees, Tutors, and any third parties engaged to perform obligations in connection with this agreement
“Shared Personal Data”
the personal data to be shared between the parties under Clause 2. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
1.2 “Controller”, “data controller”, “processor”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” have the meanings set out in the Data Protection Legislation in force at the time.
2. Data Protection
2.1 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party (the “Data Recipient”) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
2.2 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
2.3 Particular obligations relating to data sharing. Each party shall:
a. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
b. give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
c. process the Shared Personal Data only for the Agreed Purposes;
d. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
e. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
f. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
g. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(ii) ensures that:
(1) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR;
(2) there are appropriate safeguards in place pursuant to Article 46 GDPR; or
(3) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
2.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
a. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
b. promptly inform the other party about the receipt of any data subject access request;
c. provide the other party with reasonable assistance in complying with any data subject access request;
d. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
e. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
g. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;
h. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
i. maintain complete and accurate records and information to demonstrate its compliance with this Clause 2; and
j. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
2.5 Indemnity. Each party shall indemnify the other 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 indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.