TERMS AND CONDITIONS

1. Who we are

   1. We are Raadl Group Ltd trading as “Nkuzi”. Our company information is at the end of this document.

2. What this is all about

   1. These are our terms and conditions which apply to our Service (explained below). We’ve tried to make them user-friendly. Please read them carefully and save a copy as we don’t file a copy specifically for the transaction with you. They’re available in English only.

3. Some definitions

   1. Here are some definitions which are used in this document (all capitalised):

      • “Consumer” – an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.

      • “Customer” – a User who uses our Service for the purpose of buying Tutor Services.

      • “Content” – all information of whatever kind displayed on or sent through our Service.

      • “Milestone” – a milestone is set when a Customer books a number of regular Sessions together.

      • “Review” – any review or rating.

      • “Session” – an individual tutoring session, whether online or in-person.

      • “Tutor” – a User who uses our Service for the purpose of supplying Tutor Services to Customers.

      • “Tutor Contract” – a contract to buy/sell Tutor Services.

      • “Tutor Services” – the tutoring and related services offered by Tutors on our Service.

      • “Service” – the platform service we offer by means of our website and any related services.

      • “User” – people or organisations using our Service (whether or not registered with us).

4. IMPORTANT – OUR SAFEGUARDING POLICY

   1. Please see our important Safeguarding Policy . This tells you about the steps we take to help achieve a safe and secure environment for all Users, both children and adults. It includes various obligations on the part of Customers and Tutors, with which you agree to comply.

5. How you enter a legal contract with us

   1. By registering on our website, you enter a legal contract with us to use our platform Service (which is different from the Tutor Contract between Tutor and Customer – see below).

1. 2. We reserve the right in our discretion for any lawful reason to refuse any request to use our Service.

1. 3. By browsing any part of our Service that does not require registration/payment, you are also bound by these terms to the extent they are relevant.

6. Changing these terms and conditions

   1. We may change these terms and conditions by giving you at least 15 days’ notice unless a more urgent change is needed to comply with laws or regulations or to deal with an unforeseen and imminent danger. We will notify you by posting the new version on our website and, if the changes are important, by email.

1. 2. If you don’t agree to the new terms, you should end this contract as explained below before the new terms take effect. Otherwise, the new terms will apply.

7. Your right to use our Service

   1. We grant you a limited personal non-transferable right to use our Service on any applicable device owned or controlled by you subject to these terms and.

8. Who can use our Service?

   1. You must not use, or attempt to register, on our Service as a Customer if you live outside the UK or are below 18 years of age. However, if you are a parent or guardian, you may allow your children under 18 to use our Service as a student provided you carefully supervise the child’s use of the Service and you comply with our Safeguarding Policy .

9. Behaviour when using our Service

   1. You agree not to do any of the following in connection with our Service:

      • break the law or infringe anyone else’s rights;

      • send, store, display or link to unlawful, infringing or otherwise inappropriate Content;

      • victimise or harass other people;

      • use offensive, obscene, abusive, discriminatory or other inappropriate language or images;

      • deceive or mislead anyone;

      • send, store, display or link to any Content that includes someone else’s personal information unless that person is 18 years or over and you have obtained their written consent or, if that person is under 18, you are their parent/guardian;

      • make recordings or screenshots of audio/video interactions without the written consent of all other participants;

      • impersonate anyone;

      • use our Service with a view to competing with us or infringing our rights;

      • disrupt our Service, e.g., spam, viruses or phishing;

      • interfere with or damage our Service or gain unauthorised access to any part of our system, data, passwords or otherwise;

      • intercept or modify communications;

      • impose an unreasonable load on our Service;

      • get around any security features including those designed to stop copying of Content; or

      • attempt, encourage or assist any of the above.

1. 2. You agree to:

      • comply with the guidance/requirements on our Service;

      • provide information that we reasonably request to enable us to provide our Service; and

      • ensure that any contact or other information that you supply to us is accurate and not misleading and you will tell us if there are any important changes.

10. Buying or selling Tutor Services on our platform

Forming a Tutor Contract

1. 1. Our Service is a neutral platform where self-employed Tutors can arrange to supply Tutor Services to Customers. We do not supply those services ourselves. Any Tutor Contract is between the respective Tutor and Customer and the terms are for the parties to agree providing that they are consistent with this agreement. We are not a party to the Tutor Contract itself. You acknowledge that any legal recourse arising from breach of the Tutor Contract is against the other party to the Tutor Contract and not against us.

1. 2. You also separately agree with us that you will comply with each Tutor Contract.

1. 3. You agree that we are allowed at any time to end or suspend any Tutor Contract by giving notice by email if we consider that either party has broken this platform contract or this platform contract ends or it is necessary to protect either party. If so, we will refund the relevant payment to the Customer subject any deduction that we consider reasonably appropriate.

Tutor obligations to the Customer

1. 4. The Tutor agrees that in connection with supply of Tutor Services:

      • it has and will maintain the necessary abilities (including licenses, permissions, qualifications, skills, training, expertise);

      • it will supply the Tutor Services with reasonable skill and care; and

      • it will comply with all applicable laws and regulations (including data protection) and will not infringe any third party rights.

Dealings

1. 5. You agree to deal with other Users in a polite and courteous manner and to respond promptly to communications from other Users.

1. 6. You agree to cooperate reasonably with the Customer/Tutor and to supply information that they reasonably request.

1. 7. You agree that any online Sessions must be provided via our website.

1. 8. Customers and Tutors who have contacted each other via our Service agree that, until 12 months after this contract ends, they will not contract directly with each other outside our Service.

Payment by Customers

1. 9. The Customer must pay us for Tutor Services in advance on behalf of the Tutor as shown on our Service, which includes any applicable VAT. You authorise us and our payment provider to charge your payment card for the relevant amounts when payments are due in accordance with this agreement.

Customers’ legal right to cancel the Tutor Contract (“cooling off”)

1. 10. If you are a Consumer, you may have the right to cancel the Tutor Contract subject to what we say below and as further explained at the end of this document. The Tutor acknowledges that it is bound by and agrees to comply with these provisions.

1. 11. You lose the right to cancel contracts for the supply of services which have been fully performed, i.e., completed.

Cancellation of Sessions by the Customer

1. 12. Separately from (and without affecting) any cooling off rights, the Customer can cancel a Session at any time by giving notice via our Service. If so, there will be a full refund unless you cancel within 24 hours of the scheduled start time in which case you will be charged in full.

Cancellation of bookings by the Tutor

1. 13. The Tutor is entitled to cancel a Session at any time by giving notice via the Service if there are exceptional reasons (and we are entitled to require proof). If so, we will refund the Customer payment to the Customer in full.

Milestones

1. 14. If a Customer books more than one Session, the Customer and Tutor and can set Milestones which are linked to payment (see below). If no Milestones are set, our Service will set the last Session as the only Milestone which will be marked as completed by the customer.

Completion of Session/Milestone – VERY IMPORTANT

1. 15. It is the responsibility of the Customer to either confirm via our Service within 48 hours of the end of the Session (or Milestone if applicable) that it is complete or to raise a dispute if dissatisfied. If the Customer does not raise a dispute within this dispute period, we are entitled to release the payment to the Tutor on request.

Disputes

1. 16. If a dispute is raised during the above 48-hour dispute period, we will adjudicate on the dispute in our absolute discretion and our decision will be final. Our adjudication will relate only to allocation of the Customer payments held by us and not any wider aspect of the dispute. We are entitled to allocate a full refund to the Customer, to make full payment to the Tutor or to split the payment between the parties as we consider appropriate. Both parties agree to provide reasonable co-operation including supply of any photos or documents that we reasonably request. We can review our online Sessions recordings. We are entitled to set or extend any deadlines we consider appropriate whether to allow the parties to try and resolve the dispute themselves, to require production of information, to make our decision or otherwise. We have no legal liability to either party in relation to our role as adjudicator.

Payment to Tutors

1. 17. Provided you have complied with your contract with us, we will take reasonable steps to pay you by whatever payment method we use the amount of the payment received from the Customer less any deductions mentioned below. We will pay you within 72 hours (or any alternative period we decide) after:

       • a Customer marks a Session/Milestone as complete;

       • if no dispute is raised during the 48-hour dispute period, you request payment; or

       • if a dispute is raised, following resolution of the dispute (if we decide to make a payment to you).

1. 18. We are entitled to deduct (including applicable VAT) our fee from any payment to you. We may at any time change the amount of our fee. If so, we will give you notice by email. Any orders made after that notice will be subject to our new fees.

1. 19. We are entitled in our discretion to refund to the Customer on your behalf all or part of the Customer payment insofar as the Customer makes a complaint or raises a dispute or cancels the order within any applicable cancellation period or if we otherwise consider it appropriate to make such a refund in our discretion (which may be based on any cancellation policy which applies at that time). You are liable to pay any appropriate refund direct to the Customer if the relevant Customer payment has already been paid to you.

1. 20. We are entitled to deduct from any payment due to you the amount of any chargeback which has arisen or which we consider is likely to occur (irrespective of whether the chargeback relates to the payment currently due). You agree to pay to us immediately on demand the amount of any chargeback relating to a payment which we have paid to you.

1. 21. You are responsible for making up any shortfall arising from charges made by your bank.

1. 22. You are responsible for taking your own tax advice and for charging and accounting for any VAT or other taxes due on sales made to Customers. We are only responsible for accounting for any VAT on our fee that we charge to you.

For Tutors only

1. 23. You are responsible for ensuring that you comply with all applicable laws and regulations concerning the Tutor Contract and the Tutor Services. You accept that use of our Service of itself may not necessarily enable compliance.

1. 24. You agree to provide Tutor Services only for the subjects for which we have accepted them onto the Service.

1. 25. You agree to disclose any conviction or disciplinary finding or anything else which is likely to be relevant to our decision to accept or retain you on the Service and to tell us immediately of any relevant change to your circumstances.

1. 26. You accept that we do not guarantee that use of our Service will generate any particular level of revenues or suitable enquiries.

1. 27. You agree that if requested by a Customer or potential Customer you will take reasonable steps to participate in a free video chat of at least 15 minutes (or any alternative period stated on our Service) to explain your Tutor Services. You also agree to accept any discount that we require you to offer Customers in respect of the first Session with that Customer.

11. Your Content (e.g., Reviews and Tutor profiles)

    1. You are responsible for your Content.

1. 2. You agree that you have (and will keep) all rights needed to enable us to use your Content as contemplated by the Service and these terms and conditions.

1. 3. If you post a Review, you promise that it is your independent, honest, genuine opinion.

1. 4. If you use any features on our Service which enable you to share your Content with third party sites, we are not responsible for use of your Content on those third party sites.

1. 5. We are allowed (without telling you or giving you a refund) to reject, suspend, alter, remove or delete Content or to disclose to the police or other relevant authorities or to a complainant any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal offence may have been committed, or where required by law or where requested by the police or other appropriate authorities, or if we consider that Content does not meet our quality standards. If so, you must not attempt to re-publish or re-send the relevant Content.

1. 6. We are not legally responsible if your Content is misused by others. You must take reasonable care when deciding which Content to display on or send via our Service.

1. 7. We may place advertisements near or within your Content. If so, we retain all revenue from such advertisements.

1. 8. It is your responsibility to make your own frequent backups of Content if you want protection if it is lost or damaged. We are not responsible for such loss or damage.

1. 9. We are allowed to delete Content you display on our Service at any time without telling you..

Tutor profiles

1. 10. We are entitled without notice to edit the text or layout of your profile to ensure it complies with our terms and conditions and otherwise in accordance with how we think your presence should appear on our Service. Even if we edit your profile, you remain solely responsible for it.

1. 11. We rank Tutor profiles based on ratings, number of Sessions provided, distance from Customer, subjects covered or as otherwise explained on our Service. We may vary these criteria. Rankings may be influenced by payment if we offer sponsored or similar profiles which enable increased prominence.

12. Other peoples’ services / advertising / websites

    1. We may display other peoples’ services, advertising and /or links to other websites. We do not recommend or endorse, nor are we legally responsible for, any of these. You use them at your own risk.

1. 2. You agree that you are legally bound by the terms and conditions of any payment providers whose services you use on our Service. We aren’t responsible for what they do or don’t do.

13. Our guidance

    1. If we ourselves provide any guidance or other general information on or via our Service, we do not guarantee that it is accurate or up to date and we do not accept legal responsibility for it. Before acting on such information, you must make your own appropriate and careful enquiries including as to its accuracy and suitability for your purposes. You rely on such information at your own risk.

14. If you create an account on our Service

    1. Your account is non-transferable. You agree not to allow any other person to use your account except so far as necessary to enable children for whom you have booked to access online Sessions. You agree to take reasonable care to keep your login information confidential and to tell us immediately of any apparent breach of security such as loss or misuse of a password. You are responsible for people who use your account or identity (unless and to the extent that we are at fault).

15. Support

    1. The Service includes support only if we specifically say so within the Service and, if so, by the specified contact methods. Any support service is only intended to address configuration and proper use of, or any errors or interruptions arising from, our Service.

1. 2. Unless otherwise stated, we do not guarantee any particular response times or outcomes. Any response times given are English business hours/days unless we say otherwise.

1. 3. In any event, we aren’t obliged to supply support if you owe us any money or have otherwise broken this contract.

16. Ending or suspending this contract

    1. You may at any time end this (platform) contract by emailing us to the email address shown below. This doesn’t entitle you to a refund.

1. 2. We are entitled to end this contract or suspend part or all of our Service or impose restrictions on our Service if:

      • you break this contract;

      • you repeatedly cancel bookings for Tutor Services;

      • you are subject to repeated Customer complaints and/or negative Reviews;

      • any fees payable by you are unpaid / unjustifiably charged back;

      • acting reasonably, we think that it is necessary to protect you, us or others;

      • we are required to do so by applicable law or regulation or to comply with an order, instruction or request from a competent authority; or

      • you or anyone on your behalf acts inappropriately towards our staff.

1. 3. If you are a Tutor and we end the contract, we will give you at least 30 days’ notice unless we have a legal or regulatory obligation, or a legal right, to end it earlier, or you have repeatedly broken this contract.

1. 4. We are entitled at any time to end this contract if we terminate our Service as a whole if in our reasonable opinion it is necessary to do so for security, technical or operational reasons.

1. 5. If this contract ends:

      • It still continues insofar as necessary to facilitate any pending Tutor Contracts you entered into before termination unless we end those contracts, in which case we will refund the applicable payment to the Customer subject to any deduction which we consider reasonably appropriate.

      • Subject to the above, your right to use our Service and all licences are terminated.

      • Existing rights and liabilities are unaffected.

      • All clauses in this contract which are stated or intended to continue after termination will continue to apply.

      • After the end of the contract, we may retain access to information provided or generated by Tutors and Customers in order to deal with disputes, enforce our terms and conditions or manage or improve our Service generally. See our Privacy Policy  for more information about our retention of personal information.

17. If our Service doesn’t work properly

    1. We do not guarantee that the Service will be uninterrupted or error-free. We are entitled, without notice and without liability to suspend the Service for repair, maintenance, improvement or other technical reason.

1. 2. You acknowledge that technology is not always secure and you accept the risks inherent in use of the Internet or other technology for the purpose of the Service.

18. Restrictions on our legal responsibility – very important

    1. Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents, who have the right to enforce this agreement.

1. 2. If you are a Consumer, we shall not be liable for any loss or damage where:

      • there is no breach of a legal duty owed to you by us;

      • such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);

      • (and to the extent that) such loss or damage is your fault, for example by not complying with this agreement; or

      • such loss or damage relates to a business of yours.

1. 3. If you are a Consumer, you will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement or misuse of our Service.

1. 4. The following clauses apply only if you are not a Consumer:

      • Our liability of any kind (including our own negligence) for any act or omissions or series of connected acts or omissions is limited to the total fees paid or payable by you to us in connection with our Service in the 12 months before the first act or omission complained of.

      • In no event (including our own negligence) will we be liable for any of the following (even if we have been advised of the possibility of any such losses): economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings); or loss of goodwill or reputation; or special, indirect or consequential losses; or damage to or loss of data.

      • You will indemnify us against all claims and liabilities directly or indirectly related to your use of the Service and/or breach of this agreement.

      • To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.

      • This agreement constitutes the entire agreement between us with respect to its subject matter and supercedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.

19. Intellectual property rights (e.g., copyright)

    1. If you supply Content for display on our Service, you retain ownership of the intellectual property rights. You allow us, at no cost and for so long as this contract lasts to use and adapt all or part of such material however we wish on our Service. You waive your “moral rights” in relation to such Content to the extent legally allowed. You also allow each User to use your Content in accordance with these terms and conditions. You give us the right to take any legal action we think necessary if there is an infringement of the intellectual property rights in your Content.

1. 2. The intellectual property rights in all Content (excluding your Content) used on or in connection with our Service (including our online Session recordings) are owned by us or by our partners or other Users. You may view such material on your device for your personal, private and non-commercial / internal business use only. You must not otherwise use such material including copying, publishing, selling or adapting it or taking extracts from it unless we specifically say so in writing (except to the extent specifically allowed by this agreement). You must not misrepresent the ownership or source of such material, for example by changing or removing any legal notices or author attributions.

1. 3. Just to be clear – you must not collect, scrape, harvest, frame or deep-link to any Content on our Service without our specific prior written consent.

1. 4. If we make any recording of an online Session recording available to you, you agree that you will use the recording only to assist your learning or insofar as reasonably necessary for a complaint against another User. In particular, you will not disclose the recording or any part of it to anyone else including posting online.

20. Your personal information – see our privacy policy

    1. You agree that we can deal with your personal information in accordance with our Privacy Policy  which may change from time to time.

1. 2. You acknowledge that we do not supply Tutors with access to any personal or other information provided to us or generated by use of our Service other than contact information to enable Tutors to provide Tutor Services or as otherwise explained on our Service or our Privacy Policy . We do not share any such information with anyone else except insofar as this is necessary for the proper functioning of our Service.

21. Things we can’t control

    1. We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics/pandemics.

22. Transferring this contract to someone else

    1. We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.

23. English law and courts

    1. This contract is under English law and any disputes will be decided only by the courts of the United Kingdom.

24. General but important information

    1. We may send all notices under this agreement by email to the most recent email address you have given us. You can send notices to our email address shown below. Headings used in this agreement are for information and not binding. If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement will still apply. If either of us overlooks any breach of this agreement by the other, it can still be actioned later. A person who is not a party to this agreement can’t enforce it unless the agreement says otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement make any party as agent, employee or representative of the other.

25. Complaints

    1. If you have any complaints, please contact us via the contact details shown below.

26. Information about us

    1. Company name: Raadl Group Ltd
    2. Trading name: “Nkuzi”
    3. Country of incorporation: England and Wales
    4. Registered number: 13123687
    5. Registered office and contact: Suite 2, 4 Blenheim Court, Peppercorn Close, Peterborough, PE1 2DU, UK

1. 6. Contact email address: enquiries@nkuzi.com
   7. Other contact information: See our website/contact page

ANNEX

CUSTOMER LEGAL RIGHT TO CANCEL THE TUTOR CONTRACT] (“COOLING OFF”)

The following applies if you have the legal right to cancel the Tutor Contract (as explained above).

Right to cancel

1. You have the right to cancel the contract within 14 days without giving any reason.

2. The cancellation period will expire after 14 days from the day when we the Tutor enter entered a legal contract with you.

3. To exercise the right to cancel, you must inform Raadl Group Ltd, Suite 2, 4 Blenheim Court, Peppercorn Close, Peterborough, PE1 2DU, UK, (email address above) on behalf of the Tutor of your decision to cancel this contract by a clear statement (e.g., a letter sent by post or e-mail). You may use the model cancellation form below but it is not obligatory.

4. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of cancellation

5. If you cancel the contract, the Tutor will reimburse to you all payments received from you.

6. The reimbursement will be made without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel the contract.

7. The reimbursement will be made using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

8. If you requested the Tutor to begin the performance of services during the cancellation period, you shall pay the Tutor an amount which is in proportion to what has been performed until you have communicated to us your cancellation of this contract in comparison with the full coverage of the contract.

MODEL CANCELLATION FORM

Complete and return this form only if you wish to cancel the contract:

— To Raadl Group Ltd, Suite 2, 4 Blenheim Court, Peppercorn Close, Peterborough, PE1 2DU, UK, (email address above) on behalf of the Tutor:

— I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/ for the supply of the following service [*],

— Ordered on [*]/received on [*],

— Name of consumer(s),

— Address of consumer(s),

— Signature of consumer(s) (only if this form is notified on paper),

— Date

[*] Delete as appropriate