GENERAL TERMS AND CONDITIONS OF USE
1. TERMS AND CONDITIONS OF THE SERVICE
1.1. Please read these terms and conditions carefully before accessing or using this Service as defined here which is owned, managed and controlled by Scholarly Pte. Ltd. (“us”, “we”, “our” or “the Company”).
1.2. This Service may only be used if you are 18 years and above. If you are below the age of 18, you confirm that you have obtained the consent of your parent(s) or legal guardian(s), who by accepting these Terms shall agree to assume responsibility for your actions and any legal consequences in connection with these terms and conditions and/or the Service. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing the Website, Mobile App and Service immediately.
1.3. Your access to the Website, Mobile App and use of the Service are conditional on your acceptance of and compliance with these Terms and subscribing to our prevailing philosophy, purpose, annexes and SOP.
1.4. These Terms shall apply to all visitors to our Website, Users holding Accounts and others who in any way access the Mobile App or use the Service.
1.5. By accessing our Website and/or using the Service, you agree to be legally bound by these Terms. If you do not accept these Terms or any part of them, please discontinue the use of the Service immediately.
1.6. We may amend or modify any of these Terms any time. Any use or continued use of the Service shall be deemed to be an acceptance of amended Terms by you. If you do not agree to these Terms and/or Conditions as amended or varied, you must discontinue your use and access to the Service.
2. DEFINITIONS AND INTERPRETATION
Account: refers to an account registered with and on the Service;
Content: any photographs, documents, data, information, text messages, text bubbles, material or any other Contribution uploaded onto or posted on the Mobile App and/or Website, and other communication platforms within the Mobile App and Website, including but not limited to the Interactive Platforms, whether by us or by other Users;
Contribution: refers to any and all photographs, documents, data, information, text messages, text bubbles and material which you contribute, post or upload on the Mobile App and/or Website, and other communication platforms within the Mobile App and Website, including but not limited to the Interactive Platforms;
Contribution Standards: has the meaning given to it in Clause 5.1;
Data Protection Legislation: the Personal Data Protection Act 2012 of Singapore and its subsidiary legislation together with all other applicable codes, rules or rulings, orders, or any form of decisions issued by governmental, administrative, statutory, regulatory or supervisory entities or authorities in relation to the protection of personal data;
Force Majeure Event: refers to an event beyond the Company’s reasonable control, which by its nature could not have been foreseen by the Company and includes, without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), armed hostilities or other national or international calamity, piracy, one or more acts of terrorism, failure of energy sources, strikes, lockouts or other industrial action or the failure of major suppliers or subcontractors;
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
Interactive Platforms: has the meaning given to it in Clause 4.1;
Mobile App: refers to the mobile app operated by the Company and known as “Scholarly” or such other name as given by us from time to time, as downloaded from either Apple Store, Google Play Store or any other application store;
Personal Data: all data which is defined to be "personal data" under the Personal Data Protection Act 2012 of Singapore and all data which is protected as "personal data" or an equivalent, under any applicable Data Protection Legislation;
Service: the service provided through the Mobile App, which includes the creation, development, provision of a mobile platform made publicly available for Users to access information, data, content created or uploaded and any software, online or mobile or electronic applications or platform, email alerts or any other features, content or applications for the purpose of connecting Tutors to prospective students or parents of students in Singapore. For the avoidance of doubt, we reserve the right to make such changes, alterations or variations to the Service from time to time and this definition shall apply to the Service as applicable at the material time;
Website: http://scholarly.sg;
SOP: the standard operating procedures of the Company, as modified or amended from time to time;
Registered Account Users: any person or party who opens an account with us to access the Website and/or Service through our Website and Mobile App;
Third Party Websites: has the meaning given to it in Clause 11.6;
Terms: these terms and conditions, as amended from time to time;
Tutors: individual tutors, tuition agencies and/or tuition centres; and
You or User: any person who uses the Service or accesses the Mobile App, whether as visitor or through a registered Account.
First Lesson: the first lesson scheduled between a User and a Tutor through the Service.
Subsequent Lessons: any lessons between the same User and Tutor after a First Lesson.
Platform Payment: the Service’s designated payment system used to process payments made through the Service.
Platform Fees: amounts retained by Scholarly from payments processed through the Service, including the twenty-five percent (25%) retention for First Lessons and any other fees published by Scholarly from time to time.
2.1. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a specific gender shall include the other genders (male, female or neuter).
2.2. Clause, schedule and paragraph headings do not affect the interpretation of these Terms.
2.3. The Schedules form part of this Agreement and shall have the same force and effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Schedules.
2.4. A reference to a person includes an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency, and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning.
2.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.6. A reference to a party shall include that party’s successors, permitted assigns and permitted transferees.
2.7. A reference to a statute or statutory provision shall include such provision and any subordinate legislation made in pursuance thereof as modified or re-enacted from time to time in so far as such modification or re-enactment applies or is capable of applying to any transactions entered into hereunder or in connection with these Terms (so far as liability thereunder may exist or can arise).
2.8. Where the words include(s), including or in particular or any similar expression are used in this Agreement, they are deemed to have the words “without limitation” following them.
3. TERMS OF USE
3.1. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-transferable right and license to access our Website, Mobile App and use our Service and its associated Content therein.
3.2. In relation to your access to our Website, Mobile App, use of our Service and its associated Content, you represent and undertake that you will not do any of the following:
a) license, sublicense, sell, resell, transfer, assign or otherwise commercially exploit or make available to any third party the Content in any way;
b) modify or make derivative works based on the Content, or reverse engineer or access the underlying software for any reason;
c) access or search, or attempt to access or search, the Content by any means (automated or otherwise) other than through the currently available, published interface which is provided by us;
d) interfere with or disrupt the Content or the servers or networks providing the Content; or
e) perform any action with the intent of introducing to the Content or knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
3.3. You agree and undertake to access our Website and Mobile App and use our Service and its associated Content at all times in accordance with applicable law and regulations.
3.4. You agree and undertake that you shall not access our Website and Mobile App and use our Service and its associated Content:
a) in any way that is illegal, harmful, unlawful or fraudulent, or has any illegal, harmful, unlawful or fraudulent purpose or effect;
b) for the purpose of harming or attempting to harm other persons in any way;
c) to dox, harass, bully, insult, intimidate or humiliate any person;
d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Contribution Standards or SOP or philosophy; and
e) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
3.5. You further agree and undertake:
a) that when accessing our Website and Mobile App and using our Service and its associated Content, or when communicating with any other User or third party, you shall not do or attempt to do or permit any other person to do or attempt any act that interferes with, or disrupt the integrity or the performance of the Website, Mobile App or Service;
b) not to authorise or encourage anyone to do any act or for any purpose that is unlawful or prohibited by these Terms or by any prevailing law or for any other purpose not reasonably intended by us;
c) not to post or transmit or cause to be posted or transmitted any Content that is defamatory, obscene, pornographic, abusive, offensive, profane, maliciously false or that infringes any copyright or other right of any person;
d) not to create or transmit unwanted ‘spam’ to any person or URL;
e) not to create multiple accounts with a view to influence, vote for or against any User’s visible content;
f) not to violate any applicable laws, rules or regulation in connection with your access or use of the Website, Mobile App, Services and/or Content;
g) not to access our Website and Mobile App and use our Service and its associated Content for any purpose for which it is not designed or intended or in any manner which violates or is inconsistent with these Terms;
h) to comply with these Terms and any notices or guidelines or amendments which we may post or notify you at any time, which are deemed to be incorporated into these Terms;
i) not to use or cause to be used the Services or Content or access or caused to be accessed the Website for any unlawful purpose and to comply with any applicable laws, statutory regulations and guidelines now or in the future; and
j) not to hack into, interfere with, disrupt, disable, over-burden or overload or impair the proper working of the Mobile App, Website or Services, including any spoof attack, denial-of-access attack, reverse engineering or any malicious tampering which adversely affects their proper functioning.
3.6. We exclude liability for actions taken in response to breaches of this Clause 3. The responses described in this Clause 3 are not limited, and we may take any other action we reasonably deem appropriate.
4. INTERACTIVE PLATFORMS
4.1. Our Services may include access to interactive platforms, including the following:
a) chat rooms;
b) booking platforms;
c) reviews platforms;
d) search functions;
e) job postings and listing; and
f) profiles,
(collectively called “Interactive Platforms”).
4.2. You acknowledge that these Interactive Platforms may allow for posting by Users and are a means of communicating with other Users. You acknowledge that you are solely responsible for your interaction with other users of the Interactive Platforms and other parties that you come in contact with through the Interactive Platforms. You acknowledge that we are unable to exert control or influence over the actions, speech or otherwise of Users and we are therefore under no obligation to oversee, monitor or moderate any activity on our Interactive Platforms, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a User, regardless of whether such loss or damage arose in contravention of these Terms (including but not limited to our Contribution Standards).
4.3. We advise parents and/or legal guardians who permit their children to use an Interactive Service to be aware of the potential risks, engage parental control protections where applicable, and to communicate with their children about their safety online.
5. CONTRIBUTION STANDARDS
5.1. These standards apply to any Contribution made by Users (the “Contribution Standards”), whether in part or in whole.
5.2. You acknowledge and understand that Contributions made by you will be made public and available for other Users to read, preview and respond to. You expressly waive any confidentiality and/or other subsisting rights, proprietary or otherwise, in Contributions. We strongly recommend against Contributions containing any personal contact information, banking information, or peer-to-peer payment information, whether in relation to you or any other person (for example, names, home addresses or postcodes, telephone numbers, email addresses). In the event that you choose to reveal any personal information about yourself to other users, you do so at your own risk.
5.3. We may at any time determine, in our sole discretion, whether a Contribution breaches the Contribution Standards and reserve the right to take any such action as we deem necessary against you in relation to the breach, including but not limited the right to remove, delete, edit, limit, or block or prevent access to any of Contributions.
5.4. You agree that a Contribution must, and undertake to ensure that Contributions made by you must:
a) where it pertains to matters of fact, be true, accurate, not misleading and verifiable;
b) where it pertains to opinions, be fair and genuinely held; and
c) comply with the applicable law, including but not limited to Protection from Online Falsehoods and Manipulation Act 2019.
5.5. You agree that a Contribution must not, and undertake to ensure that Contributions made by you must not:
a) be defamatory of any person;
b) be obscene, offensive, hateful or inflammatory;
c) to dox, harass, bully, insult, intimidate or humiliate any person;
d) promote sexually explicit material;
e) include child sexual abuse material;
f) promote violence;
g) promote discrimination based on race, sex, religion, nationality, or disability;
h) infringe any copyright, database right, trade mark or other intellectual property rights of any other person;
i) be misleading or likely to deceive any person;
j) breach any legal duty or obligation owed to a third party, such as a contractual duty or a duty of confidence;
k) promote any illegal activity;
l) be in contempt of court;
m) be threatening, abusive or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
n) be likely to harass, upset, embarrass, alarm or annoy any other person;
o) impersonate any person, or misrepresent your identity or affiliation with any person;
p) advocate, promote, incite any party to commit, or assist any unlawful or criminal act including but not limited to copyright infringement or computer misuse;
q) contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; and
r) contain any advertising or promote any services or web links to other websites.
5.6. We exclude liability for actions taken in response to breaches of this Clause 5. The responses described in this Clause 5 are not limited, and we may take any other action we reasonably deem appropriate.
6. BREACH OF THESE TERMS
6.1. The Company may in its sole discretion determine that a breach of these Terms has occurred by a User.
a) Where the Company considers a breach of these Terms has occurred, the Company reserves the right to take such action as it deems appropriate.
b) Where the Company determined that a breach is capable of remedy, the User may be notified of the breach and given 7 days remedy or rectify it within the prescribed time, where time is of essence.
6.2. A material breach of our Terms may result in our taking all or any of the following actions against you:
a) immediate temporary or permanent withdrawal of your right to use our Service;
b) immediate temporary or permanent removal of any account registered and/or any Contribution made by you;
c) issuance of a warning to you;
d) legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;
e) further legal action against you; and/or
f) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
6.3. For the avoidance of doubt, this Clause 6 is without prejudice to any other actions that the Company may take against a User, including but not limited to its absolute discretion to ban any User from the Mobile App.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. You acknowledge that all Intellectual Property Rights in our Mobile App, Service and Website, including but not limited to any trademarks or copyright subsisting in the Website or Mobile App, belongs to us absolutely or has been licensed to us, and that you have no rights in them other than the right to use it in accordance with these Terms.
7.2. The User shall promptly give notice in writing to the other if it becomes aware of:
a) any infringement or suspected infringement of the Marks or any Intellectual Property Rights that belong to us or any misuse or attempted misuse or any unauthorized use of the domain name or any of our other Intellectual Property Rights; or
b) any claim or notice arising from the use of the Service that infringes the rights of any third party.
7.3. Save as where unless prior consent has been obtained from us in writing, you undertake not to reproduce, modify, adapt, translate, publish, podcast, broadcast or in any way communicate on any digital or electronic platform, by whatever means, any portion of, or any access to:
a) any of the Service;
b) the Mobile App and/or Website; and
c) any Content, whether contributed, uploaded or posted by us, any User or Third Party.
7.4. If you have any questions or concern about any of the Terms or any issues that arise from them, you can contact us at: help@scholarly.sg.
8. SELF-DECLARATION
8.1. As part of your onboarding as User, you understand that other Users and third parties may rely on the information that you post, upload or contribute onto the Website and Mobile App, as such you warrant and declare to the Company that the following is true, accurate and not misleading in any way:
a) the information you have and will in future provide for your profile as a User is true and verifiable;
b) you do not intend to and will not allow any other person to use or otherwise access your Account; and
c) you are free of a criminal record and never have been convicted for any criminal offence in any jurisdiction.
9. OBLIGATION TO VERIFY
9.1. You understand that the onus is on you to carefully, verify, review and independently confirm the accuracy and veracity of information you rely upon from other Users.
10. SPOT CHECKS
10.1. The Company reserves the right to carry out random spot checks, inspections or verification on you, your Content, information and identity as and when it deems necessary.
10.2. You agree to be cooperative and to assist in the Company in any such spot checks.
11. PERSONAL DATA
11.1. You, upon agreeing to these Terms, consent to allowing us to access to your Personal Data, and to collect, store, use, disclose, amend, correct and destroy such Personal Data in its possession for the purposes of providing the Services to you and any other such ancillary purposes connected thereto, including for the provision of updates as to these Terms and provision of information that may be of interest to you. In particular, you agree that we have the right to use, copy, distribute and disclose to other Users for the purposes related to our business. To the extent that such material is protected by your intellectual property rights, if any, you grant us the right to use, copy, modify, distribute, and disclose to third parties any such material or data for any purpose related to our business.
11.2. The Company shall be authorised to deal with the Personal Data in accordance with Data Protection Legislation.
11.3. The User hereby represents and warrants that it has full authority to give such consent and authorisation on behalf of the person(s) to whom the Personal Data relates and shall promptly provide the Company with evidence of the same if requested.
11.4. The Company may collect and process the following data which may contain Personal Data:
a) information that you provide by filling in forms or any such application documents on the Website and/or Mobile App, including information provided at the time of registering an Account to use the Mobile App, subscribing to any services provided, posting material, reporting a problem with the application, or requesting further services;
b) information, data, documents or images that you upload onto the Website and/or Mobile App, including any messages on the Interactive Platforms and booking data;
c) that is required for us to link you up with any other User, where applicable;
d) information that you provide by participating in forms, surveys or during your signup or registration of an account or when you make an order or in any other link up communication data, including any data collected through our social media channels;
e) of your visits to the Website and the resources you access, including, traffic data, location data, blogs and other communication data and collection of your usage and other behavioural data; and
f) if you contact us, a record of that correspondence.
11.5. The Personal Data that the Company collects may be transferred to, and stored at, a destination outside Singapore. It may also be processed by Staff operating outside Singapore. By submitting Personal Data to The Company, you agree to this transfer, storing or processing.
11.6. Certain content and services offered to you through our Website are hyperlinked or are on websites hosted and operated by an entity other than us ("Third Party Websites"). Where we use such Third Party Websites for the purposes as set out in Clause 11, you likewise consent to allowing such Third Party Websites to collect, store, use, disclose, amend, correct and destroy such Personal Data in its possession for the purposes of providing the Services to you and any other such ancillary purposes connected thereto. We confirm that such Third Party Websites shall provide the same or equivalent protections as per these Terms. As such, you acknowledge and agree that the Company is shall be held harmless for the accuracy, content, privacy policies or practices of any Third Party Websites and shall not be liable or responsible for any act, omission or otherwise of the third-party provider and its services. We recommend that you review the privacy policy posted on any other website to understand how that Third Party Website collects and uses your information and Personal Data and exercise your option to agree or disagree.
11.7. If you wish to withdraw your consent to the collection, use, disclosure or processing of your Personal Data as set out above, or if you have any questions relating to your Personal Data, or if you would like to obtain access or make corrections to your Personal Data, please contact our Data Protection Officer in writing at: help@scholarly.sg. Please note that any access request may be subject to a fee of an administrative fee at our rates then in force to meet our costs in providing you with details of the information we hold about you. You may also choose to unsubscribe from receiving any information from us, in whatever form, by emailing us at: unsubscribe@scholarly.sg.
12. VIRUSES AND MALWARE
We shall not be liable for any electronic viruses, spyware, or other malware that you may encounter in accessing third-party linked websites or may transmit to other Users. All Users are encouraged to routinely scan their computer, mobile device or other electronic devices as applicable using a reliable anti-malware/anti-virus product and resolve any discovered issues.
13. DISCLAIMERS OF WARRANTIES AND EXCLUSION OF LIABILITY
13.1. The data and information available in the Service and the Content are provided for general information only and on an “as is” or “as is available basis”, without any warranties of any kind, whether express or implied.
13.2. To the fullest extent permitted by the applicable laws, we disclaim all warranties, express or implied, including as to the conduct, identity, intentions, legitimacy, or veracity of Users. We further disclaim all warranties that the functions contained in or access to the Service or other Content will be timely, uninterrupted or error-free or defect-free or that any omissions, errors or defects will be corrected or that the Website or Services are free from malware or viruses or other harmful technological components or that your use of the Service will not harm or affect the functionality or performance of your computer, mobile device or other electronic devices. We do not warrant or make any representations of the adequacy, accuracy, reliability or completeness of the Content.
13.3. The data and information available in the Service and the Content are general in nature and do not propose and shall not in any way be deemed to constitute an offer or provision of any professional or expert advice by us or other relevant professionals. You should at all times consult your own professional and independent advice whether for verification of the information and data before acting and relying on it.
13.4. Any arrangement made between you and a third party user named or linked to the Service is at your own risk, whether such user is another user likewise accessing the Service or otherwise. You are deemed to have made an informed decision based on any inquiries you have made and effort you have taken to verify the accuracy of the listings and source of information. We do not sponsor, endorse or promote or advertise for any of the User.
13.5. To the greatest extent permitted by law, we shall not be liable to the User in contract, tort (including, without limitation, negligence), trust, as fiduciary or under any other cause of action (except in respect of gross negligence, wilful default or fraud) in respect of any damage, loss, cost or expense of whatsoever nature suffered or incurred by any User in the provision of the Service.
13.6. We shall not be responsible for any errors or omissions in relation to such content or for any technical problems you may experience with our Service. As soon as we are informed of any inaccuracies in our Service, we will attempt to correct them as soon as practicable.
14. EVENTS BEYOND THE COMPANY’S CONTROL
14.1. The User accepts and acknowledges that in its use and access of the Service, there are events, situations and circumstances beyond the control of the Company. To this end, the Company shall not be liable for any claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages) related to such events including but not limited to the following:
a) the authenticity and accuracy of information, claims or data provided by other Users (eg. if a User impersonates another individual or posts false credentials);
b) the behaviour, actions, omissions or Contributions of other Users (eg. if a User chooses to harass other Users through the Service or no-shows)
c) external third-party hacking events; and
d) misappropriation by other Users or third parties of Personal Data or other information or data provided by you to other Users or third parties.
15. INDEMNITY
15.1. You agree to indemnify, defend and hold us harmless against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission in relation to your:
a) use of the Service or access to the Service;
b) internet connection to the Mobile App;
c) communication to or your association with the other Users;
d) breach of any of the Terms;
e) violation of any rights of another person or third party; and
f) breach of these Terms or any statutory duties, obligations or regulations.
16. NO WAIVER
Our failure or delay to act on any infringement, non-compliance and/or breach of the Terms or to exercise in any respect any right provided in these Terms shall not be deemed a waiver of any of our rights or remedy to which we are entitled.
17. RELATIONSHIP OF PARTIES
Nothing in these Terms shall constitute or be deemed to constitute an agency, partnership or joint venture or any contractual arrangement between us and the User and neither party shall have the authority to each other in any way.
18. FORCE MAJEURE
The Company shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms where such non-performance or delay is caused by an event outside of its control, including but not limited to internet connectivity issues or as a result of any Force Majeure Events.
19. SUSPENSION OR TERMINATION OF ACCOUNT
19.1. We reserve the right to suspend or terminate any User’s Account, either wholly or partially, for the material breach of any of the Terms, if we have reasons to believe that the User violates any these Terms, any public policy, applicable laws and regulations, or if we are of the opinion that the Account is detrimental to our interests or third-party’s interest or for any other reason as we may determine in our sole discretion, without any compensation.
19.2. We shall not be liable to the User or any third-party for any claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages) in relation to such suspension or termination of the User’s Account under this Clause 19.
20. THIRD PARTY RIGHTS
A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.
21. GOVERNING LAW AND DISPUTE RESOLUTION
21.1. This Agreement shall be governed by and construed in accordance with the laws of Singapore.
21.2. The Parties hereby submit to the exclusive jurisdiction of the courts of Singapore.
22. AGREEMENT TO RECEIVE NOTIFICATION, ADVERTISEMENTS AND PROMOTIONS
You agree and consent to the collection, use, disclosure or processing of your Personal Data for the purposes of providing you with updates, notifications and marketing, advertising and promotional information, materials and/or documents relating to products, services or otherwise that the Company may have now or may create in the future.
23. PAYMENTS, PURCHASES & CONNECTED OBLIGATIONS
By using our Website and/or accessing the Service, you agree to comply with and be bound by our terms, conditions and/or policies pertaining to payments and purchases as set out in ANNEX 1 herein.
ANNEX 1: TERMS, CONDITIONS AND/OR POLICIES PERTAINING TO PAYMENTS AND PURCHASES
1. PROCESSING OF PAYMENTS AND TRANSACTIONS
1.1. In order to facilitate the processing of payments and transactions necessary for the provision of the Service by us, including:
a) payments to us for our Service,
b) payments to Tutors for lessons provided to Users,
the User hereby agrees to the Company’s authorised third-party payment processor(s) receiving, storing and/or processing payment information (including bank account information, credit card information, billing information, etc.) of the User.
1.2. For the first lesson scheduled between a User and a Tutor through the Service (the “First Lesson”), the User agrees to make payment for all applicable fees exclusively through the Service’s designated payment system (“Platform Payment”). Scholarly shall retain twenty-five percent (25%) of the fees for any and all First Lessons. The remaining seventy-five percent (75%) of the First Lesson fees shall be paid directly to the Tutor.
1.3. The Platform Payment system is facilitated by the Company’s authorised third-party payment processor(s).
1.4. Payment Process for First Lessons:
a) Upon a Tutor accepting a User’s booking request for a First Lesson, the Company will generate and provide a payment link to the User.
b) The User must complete the Platform Payment in full via the provided link at least twenty-four (24) hours prior to the scheduled start time of the First Lesson.
c) If the User fails to complete the Platform Payment within this timeframe, the First Lesson will be automatically cancelled, and both the User and the Tutor will be notified.
d) If a Tutor does not accept a booking request for a First Lesson at least twenty-four (24) hours prior to its scheduled start time, the booking request will automatically expire.
1.5. Payments for Subsequent Lessons:
a) For any lessons scheduled between the same User and Tutor after the completion of a First Lesson (“Subsequent Lessons”), the User and Tutor shall arrange for payment of lesson fees directly between themselves and outside of the Service. For the avoidance of doubt, seventy-five percent (75%) of the First Lesson fees shall likewise be paid directly to the Tutor by the User, while Scholarly shall retain twenty-five percent (25%) of the First Lesson fees through the Platform Payment system.
b) The Company shall not be a party to, nor have any liability or responsibility for, any payment transactions, disputes, or agreements related to Subsequent Lessons.
c) Users and Tutors may continue to use the Service’s booking functionality to schedule and track Subsequent Lessons only for the purpose of scheduling.
1.6. The User agrees to at all times in keeping a payment account with the Service and providing its payment information to the Company’s authorized payment processor(s):
a) Ensure that the payment information provided is updated, valid, accurate and capable of processing the intended transactions of the User with and/or through the Service; and
b) Allow for payment information provided to be used for the processing of intended transactions of the User with and/or through the Service, including for payment authorization exercises and the collection of charges.
1.7. The User agrees to notify the Company of any issues or errors occurring with any payment transactions occurring on their account with the Service within 48 hours of such transaction occurring, failing which, the Company may not be able (and shall not be obliged) to address such issue or error.
1.8. The User agrees not to take any action to circumvent the terms and requirement set out in Clause 1 herein.
1.9. The above payment terms in this Clause are applicable only during this beta payment process period. The Company will in its sole discretion vary and update the payment terms after the full payment process has been implemented.
2. REFUNDS AND DISPUTES
2.1. Amounts paid through the Service (including the twenty-five percent (25%) First Lesson platform fee and any other fees processed via the Service) are non-refundable except where the User raises a Valid Dispute under Clause 2.2 or qualifies for a platform-fee refund under extenuating circumstances per Clause 4.2. Amounts paid directly to the Tutor outside of the Service (including the seventy-five percent (75%) portion of the First Lesson) are not refundable by Scholarly and must be resolved between the User and the Tutor.
2.2. A “Valid Dispute” occurs when the User notifies Scholarly within forty-eight (48) hours of (i) lesson completion, or (ii) being charged through the Service, and provides legitimate grounds for a refund of amounts processed via the Service. Scholarly may request supporting evidence and the User shall reasonably cooperate. Legitimate grounds include:
a) The Tutor was a no-show.
b) The Tutor ended the lesson at least twenty (20) minutes early without the User’s consent.
c) The Tutor was unable to conduct the lesson on the subject matter agreed.
d) A duplicate or erroneous charge was processed through the Service.
e) A cancellation under extenuating circumstances was approved pursuant to Clause 4.1(a) and 4.2 (with verifiable proof), in which case platform fees collected for that booking will be refunded.
2.3. If Scholarly determines a Valid Dispute has been established, refunds will be processed only for amounts paid through the Service (e.g., platform fees and any other sums actually processed by Scholarly). For clarity, amounts paid directly to the Tutor outside of the Service are not refunded by Scholarly and any recovery thereof must be arranged between the User and the Tutor.
2.4. The User agrees that refund and dispute determinations are made at Scholarly’s sole discretion, and the User agrees to abide by such determinations.
2.5. The User consents to Scholarly maintaining and retaining communication and booking logs as reasonably necessary for dispute resolution and record-keeping, in accordance with Scholarly’s Privacy Policy and applicable laws.
3. SUSPENSION OR TERMINATION OF ACCOUNT
3.1. In addition to Clause 19 of the “General Terms and Conditions of Use” hereinabove, the Company shall be entitled to suspend or terminate any User’s account, or ban any User from accessing the Service if they are found to be involved in any wrongful, fraudulent and/or illegal activities in their interactions with the Service, including the following:
a) Attempting to circumvent the Platform Payment requirement for First Lessons, such as by arranging for first-time payments outside the Service;
b) Disputing charges and/or fees incurred for lessons without valid and/or acceptable grounds;
c) Providing invalid payment information for the payment of any fees due to Tutors and/or the Company;
d) Providing stolen and/or misappropriated payment information (including using credit card information without the cardholder’s authorisation) for the payment of any fees due to Tutors and/or the Company; or
e) Taking steps to exploit any technical vulnerabilities, glitches, errors or mistakes in the Service to gain unauthorized and/or unintended benefits (e.g. obtaining points on the Service that have not been earned and for which there is no entitlement, obtaining lessons without payment etc.).
The Company shall not be held liable for any losses, damages, expenses or other costs incurred or suffered by the User in the event of such suspension or termination.
4. CANCELLATIONS & NO SHOWS
4.1. Users are only entitled to effect cancellations of lessons already scheduled with Tutors strictly in accordance with the following terms:
a) Once a lesson has been confirmed by the Tutor, cancellation is only permitted under extenuating circumstances (e.g., medical emergencies, bereavement, or other serious unforeseen events) and must be supported by verifiable proof acceptable to Scholarly. Scholarly reserves the right to determine, at its sole discretion, whether sufficient proof has been provided.
4.2. If a lesson is successfully cancelled by a User in accordance with Clause 4.1(a):
(i) no lesson fees will be payable through the Service; and
(ii) any platform fees previously collected by Scholarly in connection with that booking (including the twenty-five percent (25%) First Lesson retention, if applicable) will be refunded to the User.
If the lesson is not successfully cancelled in accordance with Clause 4.1(a), the full fees for the lesson will be chargeable to the User regardless of whether the student attends the scheduled lesson with the Tutor.
For the avoidance of doubt, where the User and the Tutor have agreed to payment for the lesson outside of the Service, any charges, refunds, or adjustments relating to such payment (including the seventy-five percent (75%) portion of a First Lesson paid directly to the Tutor) are determined solely between the User and the Tutor and are not facilitated, processed, or managed by Scholarly.
4.3. Users who:
a) fail to attend lessons, or fail to have the student attend lessons with Tutors without cancellation in accordance with the terms herein; and/or
b) refuse to cooperate in verification of lessons without any legitimate grounds,
may have their accounts suspended and/or terminated, and may be banned from any further access to the Service. The Company will first issue warning(s) to the User against such further conduct, and will take such measures as deemed necessary and appropriate by the Company if the User continues to engage in such further conduct.
5. IN-APP PURCHASES & REVIEWS
5.1. A User may only leave reviews of Tutors for lessons paid for through the Service.
5.2. The User may purchase points to be used on the Service via the Apple App Store or the Google Play Store. Points may also be earned from time to time by completion of specified in-app actions (e.g. completion of lessons, leaving reviews etc.). The award of such earned points remains in the sole and complete discretion of the Company. Points may be earned from the completion of a lesson regardless of whether it was paid for through the Service.
5.3. Points may be used to access a variety of features on the Service. The utilisation of points shall at all times be subject to and in accordance with Scholarly’s policies for the time being in force as updated and published on the Website, Mobile app and/or Service from time to time (the “Rewards System”). The terms of the Rewards System may be updated by Scholarly from time to time at its sole discretion, and the User agrees to comply with and be bound by such updated terms by its continued use of the Service, Website and/or Mobile App
5.4. Points on the Service are non-transferable and non-refundable.
5.5. To the extent that points have been obtained by a User by fraud or the exploitation any technical vulnerabilities, glitches, errors or mistakes in the Service, and such points (and benefits derived therefrom on the Service) shall be voided and the User shall be immediately liable to disgorge such points and benefits to the Company (including by payment of equivalent value if such points have already been spent).
