Terms

The following are the Terms and Conditions you agree to when you choose UES to provide tuition services to you.

The Company draws the Customer’s attention to clause 9 in particular.

This Agreement, together with our Privacy Policy and Child Protection Policy, tells you information about us and the legal terms and conditions on which we provide the Services to you. Please read this Contract carefully and make sure that you understand it, before ordering the Services. Please note that before placing an order you will be asked to agree to this Contract. Please tick the box marked [“I agree to the Terms and Conditions”] when confirming your order online or sign the Contract when confirming your order in person if you agree to be legally bound by these terms and conditions.

By submitting an order to UES London Ltd of Meridien House, 42 Upper Berkeley St, London, W1H 5QJ, Reg Co. No. 08490313, (the  “Company”) and you (the “Customer”) consent to the following terms and conditions (the “Conditions”):

1. Contract
   1. An Order, submitted in accordance with clause 4 constitute an offer by the Customer to contract with the Company on these Conditions.
   2. The Order shall be deemed accepted upon written confirmation from the Company, at which point a contract is formed on the basis of these Conditions (the “Contract”). Each Order accepted by the Company constitutes a separate Contract under these Conditions.
   3. The Contract shall constitute the entire agreement of the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in these Conditions.

2. Services
   1. “Services” may include the provision of Private Lessons, Class Lessons, Application Support Sessions, Editing/Proofreading Tuition Services, and/or Mock Exams as agreed with the Company, and shall be given by a tutor arranged by the Company (the “Tutor”) to such person as the Customer shall nominate (the “Student”).
   2. A “Private Lesson” shall consist of tuition by a Tutor to the Student. Private Lessons shall be for only one Student, unless otherwise agreed in writing with the Company. Private Lessons agreed for more than one Student shall still be considered Private Lessons for the purposes of these Conditions.
   3. A “Class Lesson” shall consist of at least one hour’s tuition by the Tutor to the Student and a group of other students.
   4. An "Application Support Session" shall consist of guidance by a Tutor for a Student. Application Support Sessions shall be for only one Student, unless otherwise agreed in writing with the Company.
   5. “Editing/Proofreading Tuition Services” means the provision of online editing or proofreading services.
   6. A “Mock Exam” shall consist of a practice exam invigilation by a tutor/tutors for a group of Students. The number of Students in Mock Exams shall not exceed 20 per invigilator.
   7. Subject to written approval by the Company, Private Lessons, Application Support Sessions, and/or Editing/Proofreading Tuition Services shall be held at such premises nominated by the Customer (the “Tuition Premises”). Class Lessons/Mock Exams shall be held at the premises used by the Company (the “Company Premises”) or such other premises as the Company decides, provided it gives notice to the Customer in writing.
   8. By nominating the Tuition Premises to the Company, the Customer confirms that he/she has the legal authority and permission to host the Private Lessons at the Tuition Premises, and that the Tuition Premises are suitable, adequate and safe.
   9. The Private Lessons, Class Lessons and Mock Exams are offered as preparation for the exams listed on the Company’s website. It is the responsibility of the Customer and/or Student to arrange to take the relevant exams and the Company has no responsibility/liability in this respect.

3. Tutors: qualification and background checks
   1. The Company confirms that the Tutors are sufficiently qualified to provide the Services in the opinion of the Company at its sole discretion.
   2. The Company confirms that before providing the Services each Tutor is subject to a valid enhanced disclosure check undertaken through the Disclosure and Barring Service including a check against the adults’ barred list or the children’s barred list, as appropriate, and a check of two references confirming the Tutor’s suitability to work with children.
   3. The Company shall monitor the level and validity of the checks under clause 3(b) for each Tutor.

4. Orders, Fees and Payment
   1. The Customer shall purchase the Services in 15 minute or hour long increments as directed by the Company (“Lesson Slots”).
   2. The Customer shall notify or agree with the Company in writing an initial schedule of Lesson Slots he/she would like to order from the Company. This shall constitute the “Order”.
   3. The Company shall confirm the Order and the fees for the Order (the “Fees”), in writing to the Customer.
   4. The Company reserves the right to charge additional fees for travel to Tuition Premises other than the company address (“Travel Charges”). The Company will confirm the Travel Charges to the Customer before the commencement of the Services.
   5. The customer grants permission to the Company to hold the Customer’s credit or debit card details for the purposes of paying for agreed hourly support.
   6. The Customer shall make payment of the Fees and the Travel Charges in arrears by credit or debit card, unless otherwise agreed in writing by the Company. The Customer shall confirm the payment schedule with Company in writing before the commencement of Services.
   7. The Customer acknowledges that certain payment methods may incur additional processing charges. The details of these processing charges will be provided by the Company to the Customer prior to payment.
   8. On the first working day after the last calendar day of the month, the customer shall pay for any hourly support that has occurred prior to that day that has not been paid for, including any lessons that have been deemed missed but billable under Clause 5.
   9. For Class Lessons and Mock Tests, and any other support not billed hourly, agrees to pay within 5 days of receipt of payment request for such services, or 48 hours’ before the services are to take place, whichever is the sooner.
   10. Should the Customer fail to pay the Fees and/or the Travel Charges by the date specified in 4(h) and 4(i), the Customer shall pay interest on the outstanding amount at a rate of 5% per annum above the base rate at the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.
5. Cancellation of Services and Refunds
   1. The Customer shall provide the Company with at least 48 hours’ notice for the cancellation of a Private Lesson, Application Support Session, Mock Exam or Editing/Proofreading Tuition Services.
   2. If the Student is not present at the Tuition Premises for a Private Lesson, Application Support Session, Mock Exam or Editing/Proofreading Tuition Services and the Customer is not reachable, the Tutor will wait for 15 minutes from the starting time of the lesson. Any time waiting will be deducted from the lesson time. If at the end of 15 minutes, the Student is still not present, the Private Lesson shall be deemed cancelled and clause 5(e) shall apply.
   3. Notice of cancellation of a Private Lesson, Application Support Session, Mock Exam or Editing/Proofreading Tuition Services may be given to the Tutor or to the Company by the Customer in writing (including by email).
   4. If the Customer provides 48 hours’ notice or more before the cancellation of a Private Lesson, Application Support Session, Mock Exam or Editing/Proofreading Tuition Services, the Customer shall be entitled to rearrange the Private Lesson or request a refund of the Fees.
   5. In the event that the Customer fails to provide the notice set out in Clause 5(a), the Customer shall forfeit any right to refund or rescheduling and the Fees and Travel Charges shall still be due.
   6. Where the length of a missed Session/Lesson was not agreed in advance in writing or via a calendar invitation, the length will be deemed to be 1 hour.
   7. The Customer shall provide at least 4 weeks’ notice for the cancellation of Class Lessons. 
   8. In the event of the cancellation of Class Lessons, the following refund conditions shall apply:
      1. if the Customer cancels with 4 weeks’ notice or more, the Company shall issue a refund of 100% of the Fees paid by the Customer;
      2. if the Customer cancels with 3 – 4 weeks’ notice, the Company shall issue a refund of 75% of the Fees paid by the Customer;
      3. if the Customer cancels with 2-3 weeks’ notice, the Company shall issue a refund of 50% of the Fees paid by the Customer; and
      4. if the Customer cancels with less than 2 weeks’ notice, no refund shall be issued to the Customer.
   9. In the event that the Tutor arrives late to provide the Services, the Customer shall be entitled to the lost time either as an extension of the relevant lesson beyond its originally scheduled time or as an extension of a future lesson. 
   10. In the event that the Tutor fails to arrive to provide the Services, the Customer shall be entitled to reschedule the Services for another date, as agreed by the Company.
   11. Under the circumstances set out in 5(i) and 5(j), if the Tutor is unable to reschedule the lost time, the Customer shall be entitled to a refund of the Fees and Travel Charges for the unused time.
   12. Travel Charges will only be refunded to the Customer if no tuition occurred.
   13. Save for the refund in 5(k), all other refunds from the Company to the Consultant in this clause 5 shall be subject to a £15 administration fee which shall be deducted from the refund payable by the Company to the Customer.
6. Termination and Cooling-Off Period
   1. The Customer has a legal right to cancel this Contract during the period set out below in clause 6(b). This means that during the relevant period if the Customer changes their mind or decides for any other reason that they do not want to receive the Services, they can notify the Company of their decision to cancel the Contract and receive a refund.
   2. The Customer has 14 days to cancel the Contract commencing from the date upon which the Customer receives written confirmation of their order from the Company in accordance with clause 1.b.
   3. If the Customer would like to cancel the Contract, the Customer must notify the Company of the decision to cancel in writing. The Company will acknowledge cancellations by email.
   4. If the Customer cancels the Contract within the cooling-off period, the Company will refund any charges that the Customer has paid in advance of receiving any Services. However, if the Customer cancels the Contract and the Company have already started to provide the Services, the Customer will pay the Company any costs reasonably incurred in starting to fulfil the Contract, and this charge will be deducted from any refund that is due to the Customer or, if no refund is due to the Customer, invoiced on receipt of the notice of cancellation by the Company. The Company will tell the Customer what these costs are when the Company acknowledges the notice of cancellation.
   5. Unless terminated earlier under this agreement, the Contract will terminate when the Company has provided all the Services purchased by the Customer and the Customer has paid for these in accordance with these Conditions.
   6. The Company may terminate the Contract on 7 days’ written notice to the Customer and without providing the Customer or the Student with reasons for the termination.
   7. In the event of a termination under clause 6(f), the Customer shall be due a refund of all Fees for Services yet to be provided (less any unpaid fees for lessons or travel). Any Fees owed by the Customer to the Company for Services already provided shall immediately fall due and interest shall accrue in accordance with clause 4(h).
   8. Following the expiry of the cooling off period in 6(b) above, the Customer may terminate the Contract with 14 days’ notice in writing to the Company. Subject to the provisions in clause 5, the Customer shall be due a refund of all Fees for Services yet to be provided.

7. Intellectual Property
   1. All tuition materials and any other materials used by the Tutor to provide the Services (and any intellectual property rights therein) are the property of or licensed by the Company, and nothing in these Conditions serves to transfer any rights in such materials to the Customer/Student. The tuition materials may not be reproduced, photocopied, reused or made available to others without the written consent of the Company.

8. Data Protection
   1. The Company shall comply with the GDPR (2018) and other relevant data protection legislation concerning the processing of the personal data of the Customer and the Student.  
   2. The Customer and Student consent to the use of the data by the Company for the purposes of providing the Services such as arranging Tutors, billing and collecting Fees and general contact with the Customer and/or Student from time to time. 

9. Limitation of Liability
   1. Nothing in these Conditions shall limit or exclude the Company’s liability for death or personal injury, caused by its negligence or the negligence of its Tutors, or fraud or fraudulent misrepresentation.
   2. The Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any direct, indirect or consequential loss arising under or in connection with the Contract.
   3. The Company’s total liability to the Customer in respect of all losses under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of Fees paid by the Customer under that Contract.
   4. The Company makes no guarantee as to the performance of the Student on any exam or work and shall not be responsible for the Student failing to obtain any result on an exam.

10. Complaints/Disputes
    1. The Customer shall deliver any complaint to the Company in accordance with clause 11(c). Failure to do so will constitute a waiver by the Customer of any legal rights or remedies.
    2. The Company shall use its reasonable endeavours to resolve any complaints raised by the Customer.

11. Miscellaneous
    1. The Company may amend these Conditions on 28 days’ notice to the Customer. If the Customer does not terminate the Contract in accordance with clause 6 before the expiry of the 28-day notice period, the Customer is deemed to have agreed to be bound by the changes.
    2. The Lesson Slots are non-transferable.
    3. Unless specified otherwise in these Conditions, notice from the Customer to the Company must be given to the Company in writing. “In writing” includes sending by first class post or email to the addresses provided by the Company to the Customer. Notice sent by first class post shall be deemed delivered 3 days after posting. Notice sent by email shall be deemed delivered upon sending (unless an out of office or undelivered message is received, in which case notice is not validly given).
    4. Any Fees paid but not used for the Services expire one year from the date of payment.
    5. If any part of these Conditions is deemed unenforceable, the enforceability of any other part of these Conditions will not be affected.
    6. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    7. These Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
    8. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Consultancy

The following are the Terms and Conditions you agree to when you choose UES to provide college counselling services to you.

This Agreement, together with our Privacy Policy and Child Protection Policy, tells you information about us and the legal terms and conditions on which we provide the Services to you. Please read this Contract carefully and make sure that you understand it before ordering the Services.

By submitting an order to UES London Ltd of Meridien House, 42 Upper Berkeley St, London, W1H 5QJ, Reg Co. No. 08490313, (the  “Company”) and you (the “Client”) consent to the following terms and conditions (the “Conditions”):

SECTION 1 – COLLEGE COUNSELLING SERVICES

1.1 College Counselling Services. During the term of this Agreement, the Counsellor shall provide the following College Counselling services as requested by Student or Client and as outlined in the proposal: academic course selection, strategic guidance on SAT/ACT testing, college list building, suggested extracurricular activities, summer plans and community service activities, career profiling, college research, artistic portfolio, demonstrating interest to colleges, admissions interviews, early application strategy, and advice on applying to colleges deemed appropriate by Counsellor and Client (collectively, "College Counselling Services"). College Counselling Services shall be provided in-person, through Zoom and/or Google Meet, and/or telephone conference calls between Student and Counsellor (location of services to be determined by Counsellor), and shall also include telephone and email communication. Client and Student acknowledge that not all College Counselling Services may be applicable to Student.

1.2 No Guarantee. Client understands that the Counsellor's guidance will be based on the information provided by Student and Client, and the success of such services will depend to a great extent on the level of participation, effort, and performance by Student. Client acknowledges that Counsellor has not, and cannot, make any guarantees regarding Student's future test performances or school acceptances or any other matter relating to the College Counselling Services.

1.3 Client's Responsibilities. Client acknowledges that Counsellor's services are limited to making recommendations and agrees that Client shall exercise his or her own independent judgement and evaluation of such recommendations before acting upon them. Client assumes all responsibility for Client's decision to act upon or implement Counsellor's recommendations.

SECTION 2 – COUNSELLORS: QUALIFICATION AND BACKGROUND CHECKS

2.1 The Company confirms that the Counsellors are sufficiently qualified and experienced to provide the Services in the opinion of the Company at its sole discretion.

2.2 The Company confirms that before providing the Services each Counsellor is subject to a valid enhanced disclosure check undertaken through the Disclosure and Barring Service including a check against the adults’ barred list or the children’s barred list, as appropriate.

2.3 The Company shall monitor the level and validity of the checks under clause 2.2 for each Counsellor.

SECTION 3 – CONTRACT

3.1 An Order, submitted in accordance with Section 4, constitutes an offer by the Client to contract with the Company on these Conditions.

3.2 The Order shall be deemed accepted upon written confirmation from the Company, at which point a contract is formed on the basis of these Conditions (the “Contract”). Each Order accepted by the Company constitutes a separate Contract under these Conditions.

3.3 The Contract shall constitute the entire agreement of the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in these Conditions.

SECTION 4 – TERM AND TERMINATION; CLIENT REFUNDS

4.1 Term. This Agreement shall commence as of the Effective Date and terminate on the last day of the Counselling Period set forth in Schedule A (the "Term"), unless earlier terminated by Counsellor or Client as provided in Section 4.2 below. Sections 5, 6 and 7 shall survive the termination of this Agreement.

4.2 The Client has a legal right to cancel this Contract during the period set out below in clause 4.3. This means that during the relevant period if the Client changes their mind or decides for any other reason that they do not want to receive the Services, they can notify the Company of their decision to cancel the Contract and receive a refund.

4.3 The Client has 14 days to cancel the Contract commencing from the date upon which the Client receives written confirmation of their order from the Company in accordance with clause 4.2.

4.4 If the Client cancels the Contract within the cooling-off period, the Company will refund any charges that the Client has paid in advance of receiving any Services. However, if the Client cancels the Contract and the Company have already started to provide the Services, the Client will pay the Company any costs reasonably incurred in starting to fulfil the Contract, and this charge will be deducted from any refund that is due to the Client or, if no refund is due to the Client, invoiced on receipt of the notice of cancellation by the Company. The Company will tell the Client what these costs are when the Company acknowledges the notice of cancellation.

4.5 Termination. Either Counsellor or Client may terminate this Agreement, for any or no reason, by providing written notice of termination to the non-terminating party. Client must pay the next instalment payment as provided for in Schedule A for any termination notices from Client that are received by Counsellor less than 14 days from the due date of the next payment on the Schedule A. If the contract is cancelled by Counsellor, Client is not obligated to pay any future scheduled payments under the Schedule A. Termination notices shall be transmitted electronically and considered received on the date transmitted via the e-mail system if the transmission was reported complete without error.

4.6 Refund of Client Fees. All Client payments once received by Counsellor become non-refundable. However, if the contract is cancelled by Counsellor under Section 4.5 above, Counsellor shall provide Client with a prorated refund of the most recent instalment payment made under the Schedule A, except that the first payment to Counsellor shall always remain non-refundable.

SECTION 5 – FEES AND PAYMENT TERMS

5.1 Fees. As compensation for providing the College Counselling Services, Client agrees to pay the Company, in pounds sterling, the amount specified on Schedule A as the "Counselling Fee".

5.2 Payment Terms. The Counselling Fee payable to Company pursuant to this Agreement shall be paid in the manner and at the time or times specified in Schedule A.

5.3 Expense Reimbursements. Client agrees to reimburse Counsellor for the full amount of any out-of-pocket expenses paid by Counsellor on behalf of Client or Student in connection with the College Counselling Services.

SECTION 6 – LIMITATION OF LIABILITY

6.1 The Company shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any direct, indirect or consequential loss arising under or in connection with the Contract.

6.2 The Company’s total liability to the Client in respect of all losses under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of Fees paid by the Client under that Contract. The foregoing limitation of liability shall remain in full force and effect regardless of whether client's remedies hereunder have failed of their essential purpose.

6.3 It is the responsibility of the Client and/or Student to arrange to meet all application and test registration deadlines and the Company has no responsibility or liability in this respect.

6.4 The Company makes no guarantee of entry to any universities nor shall it be held responsible or liable if a student does not receive an offer of admission at the colleges to which he or she has applied.

SECTION 7 – INTELLECTUAL PROPERTY

7.1 All college counselling materials and any other materials used by the Counsellor to provide the Services (and any intellectual property rights therein) are the property of or licensed by the Company, and nothing in these Conditions serves to transfer any rights in such materials to the Client/Student. The counselling materials may not be reproduced, photocopied, reused or made available to others without the written consent of the Company.

SECTION 8 – DATA PROTECTION

8.1 The Company shall comply with the GDPR (2018) and other relevant data protection legislation concerning the processing of the personal data of the Client and the Student.

8.2 The Client and Student consent to the use of the data by the Company for the purposes of providing the Services such as arranging appointments with the counsellor, billing and collecting Fees, and general contact with the Client and/or Student from time to time.

8.3 The Client also grants the Company the right to communicate with relevant teachers and professionals in the student’s school regarding the student’s applications, including letters of recommendation. Granting the Company this right does not grant the Client the right to see letters of recommendation, which may be shared in confidence with the Company.

8.4 Without the prior approval of Client, Counsellor shall not disclose any confidential personal information about Client or Student to anyone except for the purpose of providing College Counselling Services or as required by law.

SECTION 9 – COMPLAINTS / DISPUTES

9.1 The Client shall deliver any complaint to the Company in accordance with clause 10.4. Failure to do so will constitute a waiver by the Client of any legal rights or remedies.

9.2 The Company shall use its reasonable endeavours to resolve any complaints raised by the Client.

SECTION 10 – MISCELLANEOUS

10.1 Non-Exclusivity. Client understands that Counsellor performs College Counselling and other services to parties other than Client and Student. In no event shall this Agreement be deemed to limit the ability of Counsellor to provide College Counselling or other services to other parties.

10.2 Ethical Practice. The Client understands that the Company has a professional obligation to abide to NACAC’s Guide to Ethical Practice in College Admission, linked here. This includes the need for truthfulness and transparency in the admissions process.

10.3 The Company may amend these Conditions on 28 days’ notice to the Client. If the Client does not terminate the Contract in accordance with Section 4 before the expiry of the 28-day notice period, the Client is deemed to have agreed to be bound by the changes.

10.4 Unless specified otherwise in these Conditions, notice from the Client to the Company must be given to the Company in writing. “In writing” includes sending by first class post or email to the addresses provided by the Company to the Client. Notice sent by first class post shall be deemed delivered 3 days after posting. Notice sent by email shall be deemed delivered upon sending (unless an out of office or undelivered message is received, in which case notice is not validly given).

10.5 Any Fees paid but not used for the Services expire one year from the date of payment.

10.6 If any part of these Conditions is deemed unenforceable, the enforceability of any other part of these Conditions will not be affected.

10.7 A person who is not a party to the Contract shall not have any rights to enforce its terms.

10.8 These Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

10.9 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

10.10 Each party agrees that the Contract can be amended or waived only by a written agreement executed by both parties.

SCHEDULE A

A full Schedule will be sent to the client to agree to and sign. The Schedule will include full payment terms and instalment dates. 

GENERAL PAYMENT TERMS:

   1.  By signing, you are committing to pay the agreed instalment amounts by the dates listed in your Schedule. The first instalment is fully refundable during the cooling-off period as long as no work has been carried out by the counsellor (see 4.4). Subsequent instalments are non-refundable. If you wish to cancel services, you must let us know at least 14 days before the next instalment date, and you will not be billed thereafter; services will continue (if required) only up to the next instalment date.

   2.  Any SAT/ACT test prep or academic tutoring, if requested by client, is billed separately, starting at £135/hour and is not included in this College Counselling agreement. Essay editing with an additional essay specialist is billed at £100/hour.

• You will be invoiced, and payment will be automatically processed by card on the first working day on or after the 1st of every month for any services in the previous month. You will receive invoices via email for your review.
• Please note that academic tutoring sessions cancelled within 48 hours of the scheduled session will incur the full hourly rate for the missed session.

Self-paced Course Subscription

The following are the Terms and Conditions you agree to when you choose UES to provide an online, self-taught course subscription.

The Company draws the Customer’s attention to clause 8 in particular.

This Agreement, together with our Privacy Policy and Child Protection Policy, tells you information about us and the legal terms and conditions on which we provide the Services to you. Please read this Contract carefully and make sure that you understand it, before ordering the Services. Please note that before placing an order you will be asked to agree to this Contract. Please tick the box marked [“I agree to the Terms and Conditions”] when confirming your order online or sign the Contract when confirming your order in person if you agree to be legally bound by these terms and conditions.

By submitting an order to UES London Ltd of Meridien House, 42 Upper Berkeley St, London, W1H 5QJ, Reg Co. No. 08490313, (the  “Company” ) and you (the “Customer” ) consent to the following terms and conditions (the “Conditions” ):

1. Contract
   1. An Order, submitted in accordance with clause 4, constitutes an offer by the Customer to contract with the Company on these Conditions.
   2. The Order shall be deemed accepted upon written confirmation from the Company, at which point a contract is formed on the basis of these Conditions (the “Contract”). Each Order accepted by the Company constitutes a separate Contract under these Conditions.
   3. The Contract shall constitute the entire agreement of the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in these Conditions.

2. Services
   1. “Subscription Services” refers to access to an online platform provided by the Company for a self-paced course, to such person as the Customer shall nominate (the “Student”).
   2. Subscription Services shall be for only one Student, unless otherwise agreed in writing with the Company.
   3. Subscription Services shall take place online, without interaction from the Company.
3. Orders, Fees and Payment
   1. The Customer can purchase the Services online monthly in advance via the Company’s Online Payment System. No other methods of payment are accepted.
   2. The Customer agrees to pay on the same date each month in advance, unless they cancel under Clause 6.
   3. The Customer agrees that the Company may deduct payment by card or Direct Debit automatically, unless the Customer has cancelled under clause 6.

4. Delivery of Services and Professional Guidelines
   1. Upon payment by the Customer, the Company agrees to provide log-in details to the Customer for the online learning platform within 1 working day of payment.
   2. The Company agrees to address any access issue within 2 working days of any such issue being raised in writing with the Company.

5. Cancellation of Services and Refunds
   1. The Customer may cancel the Subscription Service in writing at any point, at which point no further payments will be taken.
   2. No refunds will be payable, and Services will continue until the end of the month paid for in advance, except for under clause 7(f).

6. Termination and Cooling-Off Period
   1. The Customer has a legal right to cancel this Contract during the period set out below in clause 7(b). This means that during the relevant period if the Customer changes their mind or decides for any other reason that they do not want to receive the Services, they can notify the Company of their decision to cancel the Contract and receive a refund.
   2. The Customer has 14 days to cancel the Contract commencing from the date upon which the Customer receives written confirmation of their order from the Company in accordance with clause 1(b)
   3. If the Customer would like to cancel the Contract, the Customer must notify the Company of the decision to cancel in writing. The Company will acknowledge cancellations by email.
   4. If the Customer cancels the Contract within the cooling-off period, the Company will refund any charges that the Customer has paid in advance of receiving any Services. However, if the Customer cancels the Contract and the Company have already started to provide the Services, the Customer will pay the Company any costs reasonably incurred in starting to fulfil the Contract, and this charge will be deducted from any refund that is due to the Customer or, if no refund is due to the Customer, invoiced on receipt of the notice of cancellation by the Company. The Company will tell the Customer what these costs are when the Company acknowledges the notice of cancellation.
   5. Unless terminated earlier under this agreement, the Contract will terminate when the Customer cancels the Contract under clause 6.
   6. The Company reserves the right to terminate the Subscription Services at any point with immediate effect.
   7. In the event of a termination under clause 7(f), the Customer shall be due a refund of the proportion of the fees paid for the month remaining.
   8. Following the expiry of the cooling off period in 7(b) above, the Customer may terminate the Contract at any point under clause 6.

7. Intellectual Property
   1. All materials and any other materials (and any intellectual property rights therein) are the property of or licensed by the Company, and nothing in these Conditions serves to transfer any rights in such materials to the Customer/Student. The materials may not be reproduced, photocopied, reused or made available to others without the written consent of the Company.

8. Data Protection
   1. The Company shall comply with the GDPR (2018) and other relevant data protection legislation concerning the processing of the personal data of the Customer and the Student.
   2. The Customer and Student consent to the use of the data by the Company for the purposes of providing the Services such as arranging meetings, billing and collecting Fees and general contact with the Customer and/or Student from time to time.
9. Limitation of Liability
   1. Nothing in these Conditions shall limit or exclude the Company’s liability for death or personal injury, caused by its negligence or the negligence of its employees or consultants, or fraud or fraudulent misrepresentation.
   2. The Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any direct, indirect or consequential loss arising under or in connection with the Contract.
   3. The Company’s total liability to the Customer in respect of all losses under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of Fees paid by the Customer under that Contract.
   4. The Company makes no guarantee as to the performance of the Student on any exam or work and shall not be responsible for the Student failing to obtain any result on an exam.
10. Complaints/Disputes
    1. The Customer shall deliver any complaint to the Company in accordance with clause 11(c). Failure to do so will constitute a waiver by the Customer of any legal rights or remedies.
    2. The Company shall use its reasonable endeavours to resolve any complaints raised by the Customer.

12. Miscellaneous
    1. The Company may amend these Conditions on 28 days’ notice to the Customer. If the Customer does not terminate the Contract in accordance with clause 6 before the expiry of the 28-day notice period, the Customer is deemed to have agreed to be bound by the changes.
    2. Unless specified otherwise in these Conditions, notice from the Customer to the Company must be given to the Company in writing. “In writing” includes sending by first class post or email to the addresses provided by the Company to the Customer, or by proceeding through the cancellation process online and receiving written confirmation. Notice sent by first class post shall be deemed delivered 3 days after posting. Notice sent by email shall be deemed delivered upon sending (unless an out of office or undelivered message is received, in which case notice is not validly given).
    3. Any Fees paid but not used for the Services expire one year from the date of payment.
    4. If any part of these Conditions is deemed unenforceable, the enforceability of any other part of these Conditions will not be affected.
    5. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    6. These Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
    7. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).