Terms of Service

Last Updated July 21, 2020 - Version 2020.6.1

STUDY AND WONDER LTD

TERMS OF SERVICE

These Terms of Service (“Terms”) govern the contractual relationship between:

  • Study and Wonder Ltd, doing business as (dba) Brilliant Grades, a company governed by the laws of England and Wales, having its registered office at St. Georges House 6th Floor, 15 Hanover Square, London, United Kingdom, W1S 1HS (hereinafter referred to as “Brilliant Grades”, “we”, “our”, and “us”),

and

  • each Tutor (defined below), Tutee (defined below), parent, legal guardian, user or visitor (collectively “you” or “your”) (i) accessing Brilliant Grades’ online tutoring website located at https://www.brilliantgrades.com (hereinafter collectively referred to as the “Website”), and/or (ii) using the Services (as defined under Section 2.1 of these Terms) via the Website.

You and Brilliant Grades shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.

Please read these Terms carefully before using the Website and Services. Your access to the Website and your use of the Services (defined below) is conditioned upon your acceptance of and compliance with these Terms.

  1. Acceptance & Modification of the Terms

By accessing the Website and by using the Services (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (as defined below), and (ii) refrain from accessing the Website.

Your continued use of the Website and Services shall be deemed to constitute your acceptance of these Terms.

  1. Services
  • Through the Website, Brilliant Grades:
  • provides scholars/students (“Tutee(s)”) with tailored study plans for a variety of subjects and levels;
  • provides independent teachers/educators (“Tutor(s)”) with the opportunity to provide private tutoring services (which includes but is not limited to assigning Tutees with homework, providing reports, and partaking in tutoring sessions/lessons via Zoom) to Tutees;
  • provides the Tutee with a selection of available Tutors on the Website, whereby Tutees are matched to Tutors in accordance with the information (including but not limited to the date, duration of study, subject matter, and location) provided by the Tutee to Brilliant Grades, and the experiences and qualifications of the Tutors registered on the Website;
  • acts as a third-party intermediary, facilitating the private tuition services by the Tutor to the Tutee(s) either on an individual basis or in a group;
  • provides subject curriculums and resources that Tutor’s may choose from and use;
  • provides scheduling and communication enablement services; and
  • any and all other services and tools, Brilliant Grades may develop and provide to you,

(collectively the “Service(s)”).

  • You acknowledge that Brilliant Grades may add, change, suspend, remove or discontinue any part/content or all of the Services and Website, in its sole discretion at any time, without notice and for any or no reason.
  • The Tutee and Tutee’s respective parent/legal guardian acknowledges, understands and agrees (i) that all references to the Tutee under these Terms shall include the Tutee’s parent/legal guardian; (ii) to provide Brilliant Grades with any and all necessary information to enable us to assess the suitability of each relevant Tutor in relation to the Tutee’s requirements; and (iii) that Brilliant Grades shall not be responsible for the Tutee’s choice of Tutor, which the Tutee has selected from the list of Tutor’s provided to the Tutee by Brilliant Grades via the Website, and who match the Tutee’s requirements. As such, the Tutee shall be solely responsible for taking all necessary steps and obtaining any additional information to satisfy the Tutee’s requirements as to the Tutor’s qualifications and experience.
  • The Tutor acknowledges and consents to Brilliant Grades using the Tutor’s image(s), resume and video clip(s) for the sole purpose of our marketing and training initiatives.
  • While Brilliant Grades does conduct standard background and reference checks on the Tutors providing the private tuition services via the Website, you acknowledge and agree that Brilliant Grades shall not be responsible for (i) conducting any extensive background checks on registered users, (ii) screening the authenticity or quality of any third party material, content, data, products or services found by you through our Website and/or Services, and (iii) verifying a Tutor’s academic and employment history.
  • You acknowledge, understand and agree to execute any and all agreements necessary to give effect to your use of the Services.
  • In order to use the Services for the purposes of providing private tuition services to a Tutee, Tutors shall be required to execute a separate independent contractor agreement (“Independent Contractor Agreement”) with Brilliant Grades.
  • For the purposes of quality control, you acknowledge and agree to Brilliant Grades retaining a copy of the recording of your tutoring lesson(s)/session(s) delivered via Zoom for a minimum of seven (7) calendar days, after which such recording shall be deleted/destroyed. However, should the recording of your tutoring lesson(s)/session(s) be used and retained by Brilliant Grades for longer a duration of more than seven (7) calendar days, and for training purposes only, Brilliant Grades shall obtain your prior written consent and remove all personable identifiable information from such recording. The recordings will be (i) accessible only to the Brilliant Grades’ staff, applicable Tutor and to the Tutee(s), and (ii) under strict security and password control.
  • The Tutee acknowledges and agrees that Brilliant Grades may, in its sole discretion, make the Tutee’s profile and data available to, as well as share information with, a prospective Tutor, solely for the purposes of selecting and matching the Tutee with a Tutor on the Website. The Tutee’s information to be shared with the relevant Tutor may include, but not be limited to, assessment results, interests, and any other applicable data. In the event. Brilliant Grades shares such information with the Tutor about a Tutee, the Tutor shall keep such information strictly confidential.
  • The Tutee acknowledges and agrees that any and all purchases made by the Tutee for the Services on the Website, is for the Tutee’s personal use only. As such, the Tutee is not permitted or authorized to share the purchased Services with any third party. Should Brilliant Grades reasonably suspect the Tutee, in its sole discretion, of partaking in any irregular/unprofessional activity/abuse to access the Services, we may block your use of the Services and terminate your access to the Website in accordance with Section 14 (Suspension and Termination) of this Agreement.
  • Guarantees for the Services. Brilliant Grades provides you with the following two (2) guarantees in relation to the Services:
  • 2-Session Money-Back Guarantee. Should you experience a quality issue during the first two (2) tutoring sessions/lessons, and you have notified Brilliant Grades of the quality issue in writing within twenty-four (24) hours from the second session and confirmed that the Tutee does not wish to continue with the Tutee’s tutoring session/lesson, Brilliant Grades shall institute a quality check and may request your input prior to issuing any refund, in our sole discretion. Examples of quality issues include but are not limited to the late arrival of the Tutor, technical issues, bad quality of audio-visuals, bad quality of instructional materials, lack of subject-matter knowledge by the Tutor, or unprofessionalism on the part of Brilliant Grades and/or the Tutor. For the avoidance of doubt, quality issues shall not include lack of expertise in specific learning disabilities and special needs, or lack of responsiveness by the Tutee to online tutoring; and
  • Tutor Matching Guarantee. Should the Tutee not be adapting with the Tutor (either on an individual basis or in a group) assigned to and chosen by the Tutee, Brilliant Grades may assign a new Tutor free of charge, providing that the Tutee has provided us with two (2) weeks written notice. All further requests to change an assigned Tutor will be processed within two (2) weeks of such request and incur a ten pounds sterling (£10,00) scheduling fee.
  • Cancellation and Rescheduling Policy. Should a Tutee wish to cancel one (1) tutoring session/lesson for any reason, Brilliant Grades shall not offer you any refund. However, should Tutee provide us with twenty-four (24) hours’ written notice in advance, we shall notify the Tutor and reschedule the cancelled tutoring session/lesson over the weekend. This service shall be provided to you free of charge for the first cancellation and will incur a five pounds sterling (£5,00) or applicable equivalent currency amount, rescheduling fee thereafter.

In the event the Tutee wishes to terminate their engagement with the Tutor, or with Brilliant Grades, prior to any rescheduled sessions having taken place, Tutee acknowledges and agrees that Brilliant Grades and the Tutor shall not offer any credit or incur any liability for such termination.

  • Cancellation of Group (Study Buddy) Sessions. Brilliant Grades does not offer any rescheduling of group sessions. We shall, however, offer to send the Tutee a recording of the missed tutoring session/lesson recording, report and homework. Should the Tutee wish to catchup the missed tutoring session/lesson on an individual basis (i.e., 1:1 session), this shall be made available to the Tutee by Brilliant Grades for an additional discounted fee rate of the current applicable retail price for the Services as illustrated on the Website.
  • Vacation Policy. You acknowledge and accept to provide Brilliant Grades with two (2) weeks prior written notice of any and all upcoming vacations, so that we may pause your monthly subscription Billing Cycle (defined below) and keep your remaining tutoring sessions/lessons for when you return. If you have sudden vacation plans and notify us less than two (2) weeks in advance, Brilliant Grades shall still hold your remaining tutoring sessions/lessons, however your Billing Cycle (defined below) may not be paused. Furthermore, Brilliant Grades guarantees that the same Tutor and tutoring session/lesson slots will be available for up to two (2) weeks from the date of the start of your vacation. Thereafter, if the Tutor has been booked, we will match you with a replacement Tutor at your preferred time slot.
  • Tutor Leave/Change. Should a Tutor get sick, be otherwise ill-disposed, unavailable for a fixed or indefinite period, or any reason at all, Brilliant Grades may offer a substitute Tutor for one (1) tutoring session/lesson. The substitute Tutor shall be of equal calibre as the previous Tutor and have access to all past session/lesson reports, in order to conduct a fruitful session/lesson with the Tutee.
  • Technological Delays. If there are any delays in the provision of the Services as a direct consequence of any technology issues resulting from the Tutor's setup, Brilliant Grades will request that the Tutor make up any lost time in the next scheduled tutoring session/lesson. If the delay is due to technology issues resulting from the Tutee’s side, Tutee acknowledges, understands and agrees that Brilliant Grades shall not be responsible/liable for such technological issues and/or delays. However, Tutee may request the Tutor to provide extra homework for the Tutee to complete as a means to catchup on any missed work by the Tutee.
  • Employment of Tutor. From the commencement of the Services and for twelve (12) months after the Terms have been accepted, should the Tutee wish to employ a Tutor directly, or through a recruitment business/agency, the Tutee acknowledges and agrees that Brilliant Grades shall be entitled either to (i) charge the Tutee a transfer fee of one thousand pounds sterling (£1000,00); or (ii) agree to hire the Tutor for an extended period of twelve (12) months from the date of such request to employ the Tutor. Upon the termination of such twelve (12) month extended period the Tutor may be engaged directly by the Tutee or through a recruitment business/agency without further charge by Brilliant Grades to the Tutee. You further acknowledge, understand and agree that both the Tutor and Tutee(s) shall not exchange personal contact information for the duration of these Terms and for twelve (12) months after the expiry or termination of these Terms.
  • Curriculum and Resources. While Brilliant Grades makes every effort to ensure compliance with the national and local curricula and standards, we cannot provide any guarantees to this effect. As such, Brilliant GradesTutors are trained to teach in the country and/or state in which the Tutors are operating.
  • When using the Services, you agree to use the Website and access the Services only for lawful purposes, as such you will not:
  • use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
  • download, copy, sell or give away the Services provided by Brilliant Grades that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
  • falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained on the Website and Services made available to you;
  • use, download or otherwise copy, or provide (whether or not for a fee) to an individual or entity any directory of users of the Services, any information and/or any portion thereof;
  • violate any applicable laws or regulations;
  • use the Services and Website for any commercial uses or for the benefit of any third party including but not limited to the (1) sale of the Services or any associated content, and (2) solicitation of business in the course of trade or in connection with a commercial entity.
  1. Registration, Password and Security

3.1 To be able to use the Services, Tutees and Tutors must register on the Website by providing all required information which shall include but not be limited to:

(i) the Tutee’s full name, parent’s/legal guardian’s email address, age, subject list, school grade/year, and contact information; or

(ii) the Tutor’s resume, email address, qualifications, availability, references, and contact information.

After careful verification, an account shall thereafter be opened by Brilliant Grades, in its sole discretion, for the Tutee or Tutor on the Website (“User Account”).

3.2 Each User Account is personal, non-transferable and may only be registered and used by one (1) single individual. You may not access any third party’s account or authorize any third party to access your User Account and use the Services on your behalf. You acknowledge and agree that Brilliant Grades may, in its sole discretion, deny you access to its Website and/or Services for any reason or no reason at all.

3.3. You agree to (i) provide true, accurate, current and complete information about yourself as prompted by Brilliant Grades’ registration process on the Website; and (ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times. If you provide any information to Brilliant Grades that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may close your User Account on the Website and deny you the ability to access and use the Services, in our sole discretion.

3.4 You may indicate, during the registration process, to Brilliant Grades your choice of User Account’s username and password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify Brilliant Grades immediately of any unauthorized use of your User Account or any other breach of security. Brilliant Grades shall not be liable for any loss that you may incur as a result of any third party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by Brilliant Grades due to any third party using your Login Credentials and/or User Account. You acknowledge and agree that you may not (i) use the User Account of another user registered on the Website, and further acknowledge that User Accounts are for use by one user only, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Services on the Website.

3.5 Deletion of User Account. Should you wish to delete your User Account, you may email Brilliant Grades at am@brilliantgrades.com with your request to delete your User Account. Following such request, Brilliant Grades will permanently delete your User Account, as well as any data contained in the User Account, within thirty (30) days from the submission of your deletion request. You acknowledge and agree that by submitting a request to delete your User Account, you will no longer be able to access the Services. Brilliant Grades shall not be liable for any damages caused from such deletion of your User Account. The provisions of Section 14 (Suspension and Termination) shall also apply.

  • Age Restriction. You must be at least 18 years of age to create a User Account (defined below) on the Website and to use the Services. If you are younger than 18, but above the required legal age for consent to use online services in the place where you live (i.e., 13 years in the USA) we encourage you to invite a parent or legal guardian to assist you in registering your User Account on the Website and using the Services. If you are below the legal age of consent to use online services, you cannot create a User Account or use the Services. Should Brilliant Grades discover that you have violated any provision under this Section 3.6, we will terminate your User Account, in our sole discretion.

  1. Subscription Plans

4.1 Tutee’s use of the Services shall be billed on a recurring and periodic basis. Brilliant Grades currently offers Tutees two (2) different subscription plans on the Website, tailored to Tutee’s, intended use of the Services and which shall enable you to use the Services either on an individual basis or in a group (“Subscription Plan(s)”). Each Subscription Plan shall include restrictions and requirements that outline the features of the Subscription Plan that you will have access to as well as the applicable fee. The features of each Subscription Plan shall be further detailed on the Website.

4.2 Tutees will be billed on a recurring and periodic basis (“Billing Cycle”). Billing Cycles will be set on a monthly basis.

4.3 At the end of each Billing Cycle, the Tutee’s Subscription Plan will automatically renew under the exact same conditions unless (i) the Tutee cancels their respective Subscription Plan from their User Account’s dashboard, or (ii) Brilliant Grades cancels the Subscription Plan, in accordance with these Terms.

 4.4 A valid payment method, including credit card, debit card, or wire transfer is required to process the payment for Tutee’s selected paid Subscription Plan. When Tutee subscribes to a paid Subscription Plan, Tutee shall provide Brilliant Grades with Tutee’s parent’s/legal guardian’s full name, address, postal code, telephone number and credit card details. By submitting such payment information, Tutee automatically authorizes Brilliant Grades to charge all Subscription Plan fees to such credit card.

  1. Subscription Plan Fees

5.1 Brilliant Grades may in its sole discretion and at any time, modify the Subscription Plan fees. Any Subscription Plan fee change will become effective at the end of the then-current Billing Cycle. Brilliant Grades shall provide Tutee with reasonable prior notice of any change in Subscription Plan fees to give Tutee the opportunity to terminate their Subscription Plan before such change becomes effective. The Tutees’ continued use of the Services after the Subscription Plan fee change has come into effect shall constitute the Tutee’s agreement to pay the modified Subscription Plan fee amount.

5.2 For each Subscription Plan, offered by Brilliant Grades on the Website, a specific monthly fee (which varies according to the Subscription Plan you select) shall apply.

5.3 Tutees shall pay Brilliant Grades all fees associated with his/her selected Subscription Plan on time. Subscription Plan fee payments shall be strictly non-refundable.

5.4 Tutees shall provide Brilliant Grades with accurate and complete credit/debit card details to ensure a valid payment method. Tutee warrants that Tutee is authorized to use the respective chosen credit/debit card as a payment method. The Tutee shall notify Brilliant Grades of any changes to their respective credit/debit card details and invoicing address.

5.5 By completing the required registration on the Website for a specific Subscription Plan, the Tutee agrees to authorize Brilliant Grades and/or our third party payment processor such as Chargebee, Stripe and GoCardless, to charge their respective credit /debit card on a recurring monthly basis, until cancellation of the Subscription Plan or until termination/suspension of these Terms as further provided herein under Section 14 (Suspension and Termination), for (i) the applicable Subscription Plan fee, (ii) any other charges as agreed between the Parties, and (iii) any and all applicable taxes.

5.6 If Brilliant Grades does not receive payment from Tutee’s verified payment method on the due date, the Tutee shall immediately pay all amounts due to Brilliant Grades upon request. Should Brilliant Grades be unable to collect all such outstanding amounts, Brilliant Grades may in its sole discretion close and cancel a Tutee’s User Account and access to the Services without any notice to such Tutee.

5.7 Tutee agrees to notify Brilliant Grades of any billing queries and errors within thirty (30) days after receipt of their respective invoice. Should you not notify Brilliant Grades of any billing queries and/or errors, this absence of notification on your part shall be deemed to constitute your waiver of your right to dispute such queries and errors at a later date. Furthermore, you acknowledge that Brilliant Grades may use your Zoom logs as proof of the Services being delivered to you, and as such the Zoom log(s) shall constitute as a waiver of your right to dispute any billing queries and errors.

5.8 Brilliant Grades does not guarantee that the Subscription Plans offered on the Website will be offered indefinitely and reserves the right to change the Subscription Plan fees and to alter the features and options associated with any particular Subscription Plan.

  1. Intermediary Fee, Tutor’s Fee and Taxes

  • As a facilitating intermediary/entity which is only a third party to any Services (i) purchased/subscribed by the Tutee, and (ii) provided by the Tutor via the Website, Brilliant Grades shall collect from such subscription payments, a finder’s fee calculated based on a pre-determined percentage (the “Intermediary Fee”).
  • In consideration of the private tuition services provided by the Tutor to each Tutee via the Website, Brilliant Grades shall pay the Tutor an agreed weekly fee based on the total number of hours of tuition that is provided by the Tutor to the Tutee(s) during the preceding week (“Tutor’s Fee”). The Tutor’s Fee shall be subject to the Tutor submitting timesheets via Brilliant Grades’ electronic timesheet tool, and in accordance with the terms and conditions of the Independent Contractor Agreement executed by the Tutor and Brilliant Grades.
  • The Tutor acknowledges and agrees that in case of inconsistency or conflict of these Terms and the Independent Contractor Agreement, the terms of the Independent Contractor Agreement shall supersede these Terms.
  • Taxes.

  • Under these Terms, the term “Taxes” shall mean taxes, vat, charges, duties, fees, levies, and other charges of a governmental authority, including income, withholding, social security, social contribution, transfer, sales, use, value-added and all other taxes of any kind for which a Party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties imposed by any governmental authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise. 
  • All fees for the Subscription Plans as illustrated on Brilliant Grades’ Website, and/or Intermediary Fee and Tutor’s Fee, are inclusive of any and all Taxes.
  • You shall be responsible for the payment of all Taxes associated with the purchase/delivery of the Services via the Website and you shall not deduct from the payments due to Brilliant Grades, any Taxes, except as is required by applicable law.
  • You shall be solely and exclusively responsible for all such matters, including, without limitation, withholding, filing, and reporting all taxes, vat, duties and other governmental assessments associated with your activity in connection with the Services. 

  1. Acceptable Use of the Website

7.1 You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that infringes Brilliant Grades’ Intellectual Property Rights (defined below) or any third party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable.

7.2 When accessing the Website, you shall be prohibited from:

  • using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website;
  • taking any action that imposes an unreasonable or disproportionately large data load on the Website’s infrastructure;
  • copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website without Brilliant Grades’ prior written consent;
  • accessing, tampering with, or use non-public areas of the Website and/or Services, of Brilliant Grades’ computer systems and/or of our third-party providers’ technical delivery systems; 
  • probing, scanning, or testing the vulnerability of any of Brilliant Grades’ system or network or breach or circumvent any of Brilliant Grades’ security or authentication measures; 
  • accessing, searching or attempting to access or search the Website and/or Services by any means other than through Brilliant Grades’ currently available, published interfaces that are provided by Brilliant Grades, unless you have been specifically allowed to do so in a separate agreement with Brilliant Grades; 
  • reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website and/or Services or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  • attempting to access any area of the Website to which access is not authorized;
  • using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website;
  • conducting any systematic or automated data collection activities on or in relation to the Website, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Brilliant Grades’ prior written consent;
  • using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website;
  • using the Website to transmit or send unsolicited commercial and marketing communications for any purpose, without Brilliant Grades’ prior written consent;
  • uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose; 
  • disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Website;
  • creating or maintaining any third-party link on the Website, without our prior written consent;
  • running or displaying the Website, or pages, information or material obtained from the Website on a third-party website or application without our prior written consent;
  • causing harm to any minor in any manner whatsoever;
  • uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment; 
  • disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real-time interactions on the Website;
  • intentionally or unintentionally violating any local, state, federal, national or international law, in addition to any rules of any nation or other securities exchange, and any regulations having the force of law;
  • impersonating any other person or entity, sell your profile, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
  • stalking or with the intent to otherwise harass another individual on the Website; and/or,
  • collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

7.3 All and any information, data, materials, proprietary content provided on the Website, and Services are intended for reference, informational and educational purposes only and are designed solely to provide guidance to Tutees and/or Tutors. As such, Brilliant Grades shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted via the Website and/or Services.

  1. Representations and Warranties

You hereby represent and warrant that your access to the Website and your use of the Services (including via permitted links) will:

  • be in accordance with these Terms;
  • comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, and the transmission of technical data);
  • not be for any unlawful purposes;
  • not entail, imply or give rise to the publication of any illegal content;
  • not further any illegal activities;
  • not infringe upon or misappropriate any Brilliant Grades’ Intellectual Property Rights (defined below) or any third party’s intellectual property rights;
  • will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third party; and
  • not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.

  1. Disclaimer of Warranties

9.1 Unless otherwise provided under these Terms, the Services shall be provided by Brilliant Grades to you "as is," with all faults, defects, bugs, and errors.

9.2 BRILLIANT GRADES HEREBY (I) DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE WEBSITE; INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION. 

9.3 BRILLIANT GRADES AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE AND SERVICES FOR ANY PURPOSE. BRILLIANT GRADES AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 

9.4 YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.

9.5 NEITHER BRILLIANT GRADES NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITE AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.

9.6 BRILLIANT GRADES PROVIDES YOU WITH THE SERVICES ON THE WEBSITE IN GOOD FAITH AND MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE WEBSITE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE WEBSITE AND /OR SERVICES WILL BE CORRECTED, OR (IV) THAT THE WEBSITE AND/OR SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

9.7 ANY MATERIAL/INFORMATION DOWNLOADED, CAPTURED, SUBMITTED, CREATED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE, AND SERVICES ARE ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, CAPTURING, SUBMISSION OR CREATION BY YOU OF ANY SUCH MATERIAL/INFORMATION.

9.8 THE INFORMATION FOUND ON THE WEBSITE AND WITHIN THE SERVICES IS ONLY FOR INFORMATION AND EDUCATIONAL PURPOSES ONLY.BRILLIANT GRADES WILL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF SUCH INFORMATION. ALL INFORMATION AND CONTENT ON THE WEBSITE AND SERVICES IS COPYRIGHTED, AND MAY NOT BE REPUBLISHED, COPIED, SOLD OR POSTED ANYWHERE ONLINE OR IN PRINT. DOING SO WILL BE AGAINST THE LAW AND VIOLATORS WILL BE PROSECUTED ACCORDINGLY. 

  1. Intellectual Property

10.1 All content, trademarks, data, information or information contained in any materials, or documents used by Brilliant Grades in relation to the Website and Services, including but not limited to any and all copyrighted works, databases, text, algorithms, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“Materials”), are the sole and exclusive property of or are licensed to Brilliant Grades. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Brilliant Grades’ prior written permission.

10.2 Any and all intellectual property rights in the Materials, Website and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Brilliant Grades’ Intellectual Property Right(s)”), vests solely and exclusively in Brilliant Grades, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Brilliant Grades to you are reserved by Brilliant Grades. Save as expressly set out herein, you shall not acquire any right, title or interest in Brilliant Grades’ Intellectual Property Rights.

  1. Indemnification

11.1 You agree to indemnify and hold harmless Brilliant Grades from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Service(s); and/or (iii) your infringement of Brilliant Grades’ Intellectual Property Rights. Brilliant Grades shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of Brilliant Grades. “Negligence” shall mean gross negligence or intentional misconduct.

11.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.

  1. Limitation of Liability

12.1 BRILLIANT GRADES, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE AND/OR FROM YOUR USE OF THE SERVICES, EVEN IF BRILLIANT GRADES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 WHILE BRILLIANT GRADES TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, BRILLIANT GRADES AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE AND/OR THROUGH YOUR USE OF THE SERVICES.

12.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, BRILLIANT GRADES’ (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE THOUSAND POUNDS STERLING (£1000,00).

  1. Privacy Policy

Brilliant Grades’ Privacy Policy, available at www.brilliantgrades.com, governs the use, storage and processing of the personal information you may provide to Brilliant Grades through your (i) access to the Website, and/or (ii) use of the Services. You acknowledge, understand and agree to us retaining the Tutee’s personal information, such Tutee’s being minors, only for as long as is necessary, and in accordance with Brilliant Grades’ Privacy Policy. Your election to use the Services via the Website shall be deemed to constitute your acceptance of the terms of Brilliant Grades’ Privacy Policy.

  1. Suspension and Termination

  • Brilliant Grades may, in its sole discretion, suspend or temporarily disable access to all or part of the Website, User Account, or Services if (i) Brilliant Grades suspects you of partaking in any illegal activity; (ii) Brilliant Grades reasonably believes that you have violated these Terms; (iii) the Tutor is repetitively late in providing the private tuition services, is unprofessional, lacks subject knowledge and/or receives negative feedback from the Tutee’s parent/legal guardian; (iv) the Tutee delays in making payment of the Tutee’s chosen Subscription Plan fee and/or is abusive towards the Tutor; or (v) applicable law enforcement or other government agencies have requested Brilliant Grades to suspend or temporarily disable your access to the Website and/or Services.
  • If Brilliant Grades breaches any of its obligations under these Terms, you may terminate these Terms and close your User Account. Upon, your termination of these Terms and closing of your User Account, Brilliant Grades shall (i) block your access to all of the Website, (ii) block your use of the Services, (iii) disable your User Account, and (iv) delete all of your data in your User Account.

  1. No Partnership or Employment Status

You acknowledge that Brilliant Grades is merely a service provider that provides the Website for Tutees to connect with potential Tutors. Accordingly, there is no employment, joint venture, or partnership relationship between you and Brilliant Grades.

Brilliant Grades does not and shall not be required to assume, and expressly disclaims, any obligations or liabilities that could arise from or relate to an employment relationship (whether between Brilliant Grades and Tutee, or between Tutor and Tutee), including, but not limited to, any obligations or liabilities relating to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations.

  1. General Provisions

  • Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and nothing herein is intended to restrict you from accessing or using any other third party’s products or services, even if such products or services are similar to the Services provided by Brilliant Grades on the Website.

Nothing herein is intended to limit Brilliant Grades’s right to provide the Services to other registered users as a third-party intermediary.

  • If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.

  • No Waiver. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the party agreeing to the waiver.

16.4 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to am@brilliantgrades.com.

16.5 Entire Agreement. These Terms represents the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.

  • Governing Law & Dispute Resolution. These Terms, 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 laws of England and Wales. You agree that in respect of any dispute arising upon, over or in respect of any of the terms and conditions of these Terms, only the London Court of International Arbitration shall have jurisdiction to try and adjudicate such dispute to the exclusion of the English Court system.

  1. Contact Information

Should you have any questions concerning these Terms and/or any issues or concerns about the Website and/or Services you may contact Brilliant Grades at am@brilliantgrades.com.

Effective Date: July 21, 2020