Last Updated Date: June 17, 2015
With respect to the terms and conditions below, please note that ARCH Online Tutors, a subsidiary of Arch Academy Limited and any of its related companies or subsidiaries are collectively referred to as “ARCH”, “Company”, “We”, “us” or “our”.
ARCH’s online tutoring website is accessible at www.tutors.arch-education.com (referred to as “Site”) and provides services that enables Users (also referred to in these Terms and Conditions as “you” or “your”) to connect with high-quality Tutors (defined below) through an interactive online platform or other methods as may be made available by ARCH from time to time.
By using this Site and the services provided by ARCH, you signify that you have read, understand and agree to be bound by these Terms and Conditions (or “Terms”) outlined below. These Terms govern your access to and use of the Site, Services and Content (defined below) and constitute a binding legal agreement between you and ARCH.
Terms and Conditions for Users
1.1 In these Terms and Conditions:
“Account” means the login account assigned by ARCH to the User to sign into the Site;
“Account Balance” means the total outstanding amount of money or credit in User’s account;
“Assignment” means the scope of tutoring services set out and agreed in the Confirmation Correspondence;
“Assignment End Date” means the date on which the Assignment will end as agreed (if at all) in the Confirmation Correspondence;
“Assignment Start Date” means the date on which the Assignment will begin as discussed and/or set out in the Confirmation Correspondence;
“ARCH Online Tutors” is a subsidiary of ARCH Academy Limited (Company No. 50672916), a company incorporated under the laws of Hong Kong;
“Calendar Day” means a 24-hour day from midnight to midnight denoted on a calendar with reference to Hong Kong time zone;
“Confirmation Correspondence” means the Tutor Request, the Summary and/or any subsequent correspondence in writing between the User, ARCH and/or the Tutor which sets out, confirms or clarifies the details of an Assignment and/or Lesson;
“Content” means any materials, information, communications, or ideas that ARCH or any third-party provider uploads, publishes, submits, communicates, or otherwise transmits or posts to you, the Site, the Tutors, or the Services by any means;
“Fee” means the fee payable to ARCH for the total number of Lessons;
“Hourly Fee” means the hourly charge for the Tutor’s educational tutoring services as set out in the written communication from ARCH to you, shortlisting potential Tutors as described in clause 4.2.4 and/or as amended from time to time in subsequent Confirmation Correspondence with the last written communication superseding all prior hourly charges;
“Hours” mean the duration of each Lesson as discussed and set out in the Confirmation Correspondence;
“Invoice” means an itemized billing statement sent to the User listing the total amount of Fees due, any taxes and/or VAT at the prevailing rate where and to the extent applicable, or other fees such as reimbursing the Tutor for textbooks and reference materials costs incurred by the Tutor and as agreed by the User, that may accrue in relation to Lesson(s), use of the Site and Services via your Account;
“Lesson” means the mutually agreed time period when the Tutor provides educational tutoring services;
“Month-End Summary” means an email summary referred to in clause 5.10;
“Services” mean collectively educational tutoring services provided through the Site delivered via audio, video, text chat, document collaboration, screen sharing, and other services which may include software provided by third party providers;
“Site” means our website, accessible at www.tutors.arch-education.com;
“Summary” means the summary of the Tutor Request referred to in clause 4.2.2;
“Third Party Website” means links to other sites or material which may be listed on our Site or are used in conjunction with our Services;
“Tutor Request” means the tutor request you submit to us referenced in clause 4.1;
“Tutor” means the person who provides educational tutoring services through this Site and who accepts an Assignment with you;
(a) the person for whom the Lesson is arranged;
(b) the parent or legal guardian of the person for whom the Lesson is arranged; and/or
(c) the recipient of these Terms and/or related communication to which these Terms are attached, referenced and/or linked;
“User Content” means any materials, information, communications, or ideas that you or a Tutor uploads, publishes, submits, communicates, or otherwise transmits or posts to us, the Site, the Tutors, or the Services by any means;
“Working Days” means any day (except Saturday and Sunday) on which clearing banks are open for business in Hong Kong.
1.2 Unless the context otherwise requires: words importing the singular include the plural and vice versa; words importing person include bodies corporate or unincorporated; words importing gender include every gender and the neuter gender.
2.1 These Terms (and any document referred to in them including the Confirmation Correspondence) contain the entire agreement (“Agreement”) between ARCH and the User, and supersede any prior agreement between us and you.
2.2 These Terms apply (and shall be deemed to be accepted by you) as from the earlier of the date on which ARCH first notifies you that these Terms will apply or the date on which ARCH introduces the educational tutoring services of a Tutor to you or the date on which you confirm or send any subsequent Confirmation Correspondence with/to ARCH, and shall apply thereafter in relation to each subsequent introduction of a Tutor to you by us and/or any subsequent Confirmation Correspondence we may have in relation to the first Assignment and/or any subsequent Assignment.
2.3 We may change, add or remove portions of these Terms at any time, which shall become effective immediately upon posting. It is your responsibility to review these Terms prior to each use of the Site and by continuing to use this Site, you agree to any and all changes.
2.4 We may change, suspend or discontinue any aspect of the Services at any time. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
2.5 Unless otherwise agreed in writing by ARCH, these Terms shall prevail over any other terms of business or conditions put forward by you.
3 Obligations of ARCH
3.1 We will use reasonable endeavours to introduce to you a suitable Tutor to carry out the Assignment of such nature as you shall notify to us in advance of an Assignment in accordance with clause 4.1. You accept that no warranty as to the suitability of the Tutor can be given by us. We do not endorse or make any representations or warranties regarding the reliability of the Tutor.
3.2 We will take all reasonably practicable steps to ensure that prior to working on an Assignment the Tutor provides us with:
3.2.1 evidence as to his or her identity;
3.2.2 confirmation that he or she has the experience, training, qualifications and/or any authorizations which you have indicated to us are necessary for the relevant Assignment and/or which are required by law or a relevant professional body; and
3.2.3 confirmation that he or she is willing to enter into the relevant Assignment.
4 Obligations of the User
4.1 You shall specify your Assignment requirements by providing full details of the subject areas and academic courses for which the Tutor is required through the Site, by email (email@example.com) or by phone and, in particular, by notifying us of any special skills required of the Tutor (including, for example, knowledge of specific texts or academic syllabi) (collectively the “Tutor Request”).
4.2 For each Assignment, ARCH will:
4.2.1 take all reasonably practicable steps to follow-up this online, email, or phone Tutor Request with an email summary of the information provided during the Tutor Request (the “Summary”). It is important that this Summary is correct and we ask you to revise any information which is incorrect or missing from the Summary;
4.2.2 assume that the Summary reflects your requirements for the Assignment and that we are entitled to rely on and pass the Summary on to prospective Tutors, unless you contact us by phone or in writing with revised information after sending us the Summary;
4.2.3 take all reasonably practicable steps to compile and email you a shortlist of prospective Tutor(s) and his/her respective Hourly Fee, who we believe should match the requirements you set out in the Summary;
4.2.4 request you to select a Tutor from the shortlist. Once you have received the shortlist you will need to confirm via phone or email the name of your selected Tutor within three (3) Working Days from the date on which the shortlist was issued to you by ARCH; and
4.2.5 once we have received the confirmation as set out in clause 4.2.4, we will assign the Tutor to provide the Lesson(s) from the relevant Assignment Start Date until the earlier of the Assignment End Date (if any) and/or the date on which the Assignment is terminated in accordance with these Terms and/or the relevant notice period (if any) discussed/set out in the Confirmation Correspondence.
4.3 You are obliged to pay ARCH for all charges included in the Invoice as and when such Invoice falls due in accordance with clause 5 of these Terms.
5 Fees and Payment
5.1 Once an Assignment has commenced and you have scheduled Lesson(s) with your selected Tutor, you will need to pay ARCH the applicable Fee. This clause sets out how the Fee will be calculated and when the Fee will be payable.
5.2 Upon confirming Lesson(s), ARCH will send you an Invoice charging you for the scheduled Lesson(s) and any other applicable charges. The Fee will be calculated as the relevant Hourly Fee multiplied by duration of the applicable scheduled Lesson(s). You agree to pay the Fee, and other applicable charges such as any taxes or VAT at the prevailing rate where and to the extent applicable, and/or other fees such as reimbursing the Tutor for textbooks and reference materials costs incurred by the Tutor and as agreed by the User, that may accrue in relation to Lesson(s), use of the Site and Services via your Account.
5.3 Any queries arising from any Invoice must be brought to ARCH’s attention within 2 Working Days of the issue date of the relevant Invoice.
5.5 If you are unable to settle the Invoice by credit card, ARCH may consider providing other payment methods at ARCH’s discretion; please contact us at firstname.lastname@example.org for details.
5.6 While the person for whom Lesson(s) is/are arranged may be of any age, only a User including the parent and/or legal guardian of the person for whom Lesson(s) is/are arranged, that is at least 18 years of age may purchase Lesson(s) and/or pay all applicable Fee and charges. Any purchase of Lesson, paying of Fee, or settling charges per our Invoice by anyone under 18 is expressly prohibited and by doing so you represent and warrant that you are 18 or older.
5.7 To secure Lesson(s) with a Tutor, we strongly suggest you to settle the Fee with respect to Lesson(s) you wish to confirm as soon as possible upon receiving the Invoice. If a Fee for a Lesson is not settled by the User by the payment due date as notified by ARCH, ARCH reserves the right to automatically cancel the unpaid Lesson with the Tutor without prior notice or liability.
5.8 Lesson(s) may be purchased either (i) on a per Lesson basis; or (ii) on a multiple Lesson basis for future outstanding scheduled Lessons with Tutor up until 60 Calendar Days from the date in which the Invoice is paid by the User.
5.9 All Fees for Lesson(s) is/are non-refundable and non-transferable, except as expressly provided in Clause 7.
5.10 User will receive an email summary after each month’s end summarizing the prior month’s User Account Balance, Fees received, Lessons completed, Lessons refunded and any future Lessons paid and outstanding (“Month-End Summary”).
5.11 Any queries arising from any Month-End Summary must be brought to ARCH’s attention in writing within five (5) Working Days of the issue date of the relevant Month-End Summary. You agree that any queries raised after five (5) Working Days of the issue date of the relevant Month-End Summary is at ARCH’s sole discretion.
5.12 If for some reason there is a discrepancy concerning Lessons charges, please contact us at email@example.com. ARCH may require you to provide additional supporting information to determine the validity of your concern regarding Lesson charges. All decisions regarding Lesson charges will be final and at ARCH’s sole discretion. Notwithstanding the foregoing, ARCH is not responsible if your Account is accessed or used by a third party without your permission.
5.13 If the User does not settle any of the Fee for Lesson(s) or comply with request for payment as indicated in the Invoice, ARCH reserves the right to terminate Lessons and Assignment and you will be liable for all Fees due up to and including the date on which the last Lesson occurred.
5.14 ARCH reserves the right to take legal action should the User refuse to settle payments upon the third notification.
6 Lesson Rearrangement and Cancellation, Tutor Replacement, and Termination Policy
6.1 Please ensure that you and the Tutor are agreed on the Lesson arrangements for each Lesson. It is your responsibility to inform ARCH of any change to the Lesson, including, but not limited to, Lesson rearrangement and Lesson cancellation.
6.2 Lesson Rearrangement:
6.2.1 Should you need to rearrange a Lesson, you are required to provide the Tutor and ARCH with at least 48 hours’ advance notice in writing indicating the rearrangement details such as the new date and time of the Lesson; if for whatever reason, the Lesson cannot be rearranged and you have paid for the applicable Fee, ARCH will fully refund the applicable Fee to you within thirty (30) Working Days.
6.2.2 Should you notify the Tutor and/or ARCH of Lesson rearrangement with less than 48 hours’ advance notice in writing, ARCH will charge you with the applicable Fee; ARCH will not refund the applicable Fee unless the Tutor decides to waive such Fee at his/her discretion taking into account your extenuating circumstances.
6.2.3 Should the Tutor and/or ARCH notify you of Lesson rearrangement at any time in writing, you, the Tutor and/or ARCH will agree on the rearrangement details such as the new date and time of the Lesson; if for whatever reason, the Lesson cannot be rearranged and you have paid for the applicable Fee, ARCH will fully refund the applicable Fee to you within thirty (30) Working Days.
6.3 Lesson Cancellation:
6.3.1 Should you need to cancel a Lesson, you are required to provide the Tutor and ARCH with at least 48 hours’ advance notice in writing; for any Lesson paid and cancelled with at least 48 hours’ advance notice in writing to the Tutor and ARCH, ARCH will refund the applicable Fee to you within thirty (30) Working Days.
6.3.2 Should you need to cancel a Lesson and notify the Tutor and/or ARCH with less than 48 hours’ advance notice in writing, ARCH will charge you the applicable Fee; for any Lesson paid and cancelled with less than 48 hours’ advance notice in writing to the Tutor and ARCH, ARCH will not refund the applicable Fee unless the Tutor decides to waive such Fee at his/her discretion taking into account your extenuating circumstances.
6.3.3 Should the Tutor and/or ARCH notify you at any time in writing of the need to cancel a paid Lesson, ARCH will refund the applicable Fee to you within thirty (30) Working Days.
6.4 Tutor Replacement: In the event that you reasonably believe that the Tutor is unsuitable, please contact ARCH in writing through firstname.lastname@example.org. ARCH will use reasonable endeavours to introduce you to a suitable replacement Tutor.
6.5 Termination of an Assignment with a specific Tutor: In the event that the Assignment End Date is not confirmed, please give at least five (5) Working Days’ written notice to the Tutor and ARCH to end the Assignment so that your Tutor may conclude his or her work with you.
6.6 Termination of this Agreement: ARCH may give you three (3) Working Days written notice terminating this Agreement at any time, notwithstanding that either party may give notice in writing to the other terminating this Agreement with immediate effect if:
6.6.1 the other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within five (5) Working Days after notice being given requiring it to be remedied; or
6.6.2 the other party becomes bankrupt, insolvent or becomes the subject of a receiving or winding-up order, makes any composition with its creditors or has an administrative receiver appointed over all or part of its undertaking or assets, or either party ceases, or threatens to cease, to carry on business.
7 Refund Procedures
7.1 ARCH will refund the applicable Fee to you in accordance to the procedures below for Lesson paid and cancelled in accordance to the policies as outlined in relevant sections in clause 6:
7.1.1 ARCH will confirm the refund details in writing; and
7.1.2 ARCH will issue a refund and receipt to you for the applicable Fee in the form of credit back to the credit card or the PayPal account you used through the PayPal system within thirty (30) Working Days; If you are unable to receive the refund in the form of credit back to the credit card you used through the PayPal system, ARCH will contact you in writing or by phone to arrange alternative refund methods.
8.1 If you have a complaint against the Tutor or against us, you must inform us of that complaint within 24 hours of the occurrence that gave rise to it by sending an email to email@example.com.
8.2 We introduce Tutors in good faith and in the belief that he or she will perform to the best of his or her abilities. However, to the extent that the Tutor is a self-employed professional we cannot guarantee the performance of the Tutor. Any opinion expressed by the Tutor is not necessarily an expression of the opinions of ARCH. ARCH does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, legality or applicability of anything said or written by the Tutors. In addition, we are not your agent. By using our Site and/or Services, you understand and agree that ARCH will not be responsible for any damage or harm resulting from your interactions, or those of anyone else, with Tutors or Users, and disclaims all liability in this regard.
8.3 Neither ARCH nor any of its shareholders, directors, associates, employees, partners, agents or otherwise shall be liable to you for any loss, injury, damage, expense or delay incurred or suffered by you arising directly or indirectly from or in any way connected with the introduction or supply of a Tutor to you or with any failure by ARCH to introduce or supply a Tutor and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:
8.3.1 failure of the Tutor to meet your requirements for all or any of the purposes for which he or she is required by you;
8.3.2 any act or omission of a Tutor, whether willful, negligent, fraudulent, dishonest, reckless or otherwise; and
8.3.3 any loss, injury, damage, expense or delay incurred or suffered by a Tutor.
8.4 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Site, Services and Content, solely remains with you. Neither ARCH nor any other person or entity involved in creating, producing, or delivering the Site, Services, or Content will be liable for any incidental, exemplary or consequential damages, including lost profits, data loss, interruption from Services, computer damage or system failure or the cost of substitute products or services damages resulting from the use of our Services, including and without limitation, if you choose to meet with our Tutor in person, for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use of or inability to use the Site, Services, or Content, or from any communications, interactions or meetings with Tutors, Users, or other Users of the Site or Services or other persons with whom you communicate or interact as a result of your user of the Site or Services whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not ARCH has been informed of the possibility of such damage.
9 Private Arrangements
9.1 You are not permitted to make private arrangements for Lessons with Tutors introduced or supplied by us.
9.2 By confirming Assignment and/or Lessons, you agree not to undertake any such arrangements with any Tutor registered with us either during the term of this Agreement or for up to six (6) months following Assignment End Date.
10.1 You agree to defend, indemnify, and hold ARCH, its shareholders, directors, associates, employees, partners, agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services or Content, or your violation of these Terms.
11 Data Protection
11.1 For the purposes of this Agreement:
11.1.1 “Data Protection Laws” means the Personal Data (Privacy) Ordinance (Cap.486), as well as any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data; and
11.1.2 “Data Protection Policy” means any obligations relating to data protection and/or personal data which can be found in the Personal Information Collection Statement (“PICS”) available on the ARCH Site as amended from time to time or a copy can be requested from firstname.lastname@example.org.
11.2 ARCH and the User shall comply with their respective obligations under the Data Protection Laws and our Data Protection Policy at all times.
11.3 ARCH shall endeavour to procure compliance by their Tutors of their respective obligations under Data Protection Laws as applicable and our Data Protection Policy.
11.4 By entering into this Agreement you consent to our use of your personal data in accordance to our Data Protection Policy for the purpose of the Assignment, which may include (without limitation) effecting introductions to Tutors, providing the Lesson(s), use of such data for billing and/or fee collecting purposes and/or to enable us to make contact from time to time.
12.1 Any and all User Content will be treated as non-confidential and non-proprietary, and may be disseminated or used by ARCH for any purpose whatsoever, including, but not limited to, quality control and professional development, as well as our developing, manufacturing, and marketing our current and/or future services.
12.2 By uploading or otherwise making available any User Content, you automatically grant and/or warrant that the owner has granted to us the perpetual royalty-free, non-exclusive, world wide right and license to use, reproduce, modify, publish, distribute, perform, display, and transmit the User Content for any purpose, with the exception of academic source materials such as textbooks and workbooks, which you assert you are entitled to upload under the “fair use” doctrine of copyright law. In addition, if you request that our system display a representation of a page or problem from a textbook or workbook, you expressly warrant that you are in proper legal possession of such a textbook and your instruction to our system to display a page or example from your textbook is made for sole purpose of facilitating your Lesson.
12.3 For quality control and other purposes, ARCH reserves the right to record any or all part of a Lesson (including audio, video, or transcript recordings). Notwithstanding anything to the contrary above, you agree that we own all audio, video and transcript recordings of Lesson(s) and all written communication that you may provide to us on or through the Site, Services or any other means, such as a part of user surveys and questionnaires, and that these Terms shall be deemed an irrevocable assignment of all such recordings, transcripts or written communication, each portion thereof and all intellectual property rights therein to us.
13 Confidential Information
13.1 You agree to safeguard the Content and the Services (collectively, “Proprietary Information”) and to prevent the unauthorized, negligent or inadvertent use or disclosure thereof. You will not, without ARCH’s prior written approval, directly or indirectly, use or disclose the Proprietary Information to any person or business entity who are on a need-to-know basis and who agree in writing to be bound by the restrictions on use and disclosure set forth in these Terms or restrictions no less restrictive than these Terms. You agree to promptly notify us in writing of any use or disclosure of Proprietary Information in violation of these Terms. You acknowledge that the use or disclosure of the Proprietary Information in any manner inconsistent with these Terms will cause us irreparable damage and that we will have the right to (i) equitable and injunctive relief to prevent such prohibited use or disclosure, and (ii) recover the amount of all damages (including attorney fees and expenses) in connection with such prohibited use or disclosure.
14 Third Party Websites and Content Disclaimer
14.1 For the purposes of this Agreement:
14.1.1 “Disclaimer Policy” refers to the Disclaimer section of the Site as amended from time to time or a copy can be requested from email@example.com.
14.2 In connection with your use of the Site or Services, the User shall comply with the respective obligations under the Disclaimer Policy at all times.
14.3 Should your Lesson(s) require usage of Third Party Website, you acknowledge and agree that you shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software from Third Party Websites you may decide to use during the Lesson(s), including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to use of any Third Party Websites.
15 Proprietary Rights Notices
15.1 All trademarks, service marks, logos, trade names and any other proprietary designations of ARCH used herein are trademarks or registered trademarks of ARCH. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
16.1 No modification or variation of this Agreement shall be effective unless a Director of ARCH consents in writing to such modification or variation and/or as set out by the Company regarding a specific Assignment in the relevant Confirmation Correspondence.
16.2 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions hereof and the remainder of the provision in question shall not be affected thereby.
16.3 Any waiver of any breach of, or default under, any of the terms of this Agreement by us, shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.
16.4 We shall be entitled to transfer or assign the benefit and/or burden of this Agreement.
16.5 The expiration or termination of this Agreement, howsoever arising, shall not operate to affect such of the provisions of this Agreement as are expressed to operate after then.
16.6 Any notice to be given by one party to the other hereunder shall either:
16.6.1 be communicated verbally initially and confirmed in writing immediately; or
16.6.2 be communicated directly in writing and sent (either by post or email) to an address designated for use by the intended recipient.
16.7 This Agreement does not create any rights or benefits enforceable by any person not a party to it.
16.8 Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing whether such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than two (2) weeks, either party may terminate this Agreement by written notice to the other party.
16.9 The Terms may in the future be translated into a Chinese version. Should there be any inconsistencies between the English version and the Chinese version of the Terms, the English version shall prevail.
17 Governing Law and Jurisdiction
17.1 This Agreement (and any non-contractual obligations or dispute or claim arising out of or in connection with it or its subject matter) shall be governed and construed in accordance with the laws of the Hong Kong Special Administrative Region without giving effect to any conflict of law pro-visions, and the parties hereby submit to the exclusive jurisdictions of the Hong Kong Special Administrative Region courts.