Terms & Conditions

In these Terms & Conditions:

  • the term “Figtree” refers to Figtree Learning Limited, a company limited by shares incorporated in England and Wales with company number 10180838 and with a registered address at Suite 69, 28 Old Brompton Road, London, SW7 3SS; and
  • the term “you” refers to the Figtree client that is seeking to retain Figtree to provide Services (defined below). The term “your” shall be construed accordingly.

These Terms & Conditions set out the basis upon which Figtree will undertake any assistance, consultancy services, online services or administration tasks (“Services”) for you or on your behalf. By accepting these Terms & Conditions you are entering into a contract with Figtree on these terms.

 

  1. Term

These Terms & Conditions shall come into effect on the date on which you indicate your acceptance of them by email or by your conduct and shall continue in force for as long as you receive any Services from Figtree, subject to the provisions of Clause 10 (termination) below.

 

2. Services

  • Figtree will provide you with details of the Services it can provide to you and any additional terms or charges that apply and if you order any Services these Terms & Conditions, along with the additional terms and charges described to you at the time, will govern the terms upon which Figtree will provide those Services to you.
  • The details of any Services that you require and that Figtree is prepared to provide to you will be set out in emails confirming the Services that will be provided to you (“Service Confirmation Emails”) and that Figtree will send to you. For the avoidance of doubt, no terms or conditions included in any other emails, telephone calls or other correspondence shall form part of your agreement with Figtree for the provision of Services.
  • Figtree shall use reasonable endeavours to ensure that its Services are provided to you:
  • truthfully, accurately, loyally and in good faith towards you;
  • with reasonable skill and care, in a professional, timely and workmanlike manner; and
  • in accordance with all applicable laws, rules and regulations.
    • For the avoidance of doubt, any timescale described in these Terms & Conditions or in any Service Confirmation Email is indicative only and time shall not be of the essence for performance of the Services. Figtree shall endeavour to meet any timescale but failure to do so shall not constitute a breach of these Terms & Conditions.
    • In order to provide you with Services, Figtree may be required to create online accounts with third party providers such as Telleroo, TutorCruncher and Stripe (“Online Accounts”) and enter details (including your personal data, details of the Services Figtree provides to you and details of services that Third Party Providers (defined below) provide to you) on the Online Accounts.
    • Nothing in these Terms & Conditions shall be construed as imposing on Figtree any duty of exclusivity to you or as a restriction on Figtree performing tasks or providing services of any kind at any time for or to any third party.

 

3. Figtree Resources

  • As part of the Services, Figtree may provide you with teaching or other materials (online, via email or in hard copy) (“Figtree Resources”). Figtree grants you a non-exclusive, non-transferrable licence to use Figtree Resources:
  • For the sole purpose of enabling the ultimate beneficiary of the Services (usually a student) and Third Party Providers to derive maximum benefit from the Services;
  • Only during the period that the Services to which the Figtree Resources relate are being provided by Figtree; and
  • In accordance with any additional terms and conditions imposed by Figtree from time-to-time.
    • You undertake to return or delete all Figtree Resources as soon as the Services to which they relate cease to be provided by Figtree and you shall ensure that all students and Third Party Providers to whom Figtree Resources are provided do likewise.

 

4. Your Obligations

  • You shall:
  • provide, in a timely manner and at no charge, such assistance, facilities, items, services, and information (if any) about your requirements and circumstances as Figtree may reasonably require from time to time to enable it to perform the Services properly and ensure that it is accurate in all material respects;
  • provide, in a timely manner and at no charge, suitable premises and such further items as Figtree or any Third Party Provider (defined below) may reasonably require from time to time to enable Figtree to perform the Services and/or any Third Party Provider to perform their obligations to you safely and properly; and
  • treat all Figtree staff and Third Party Providers with courtesy, dignity and respect and not expose them to hurtful, abusive, unlawful or inappropriate behaviour.
    • If the performance of Figtree’s obligations under these Terms & Conditions is prevented or delayed by your acts or omissions or those of your family members or employees, Figtree shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay and Figtree shall be entitled to recover all additional costs and charge for its additional time incurred as a result.

 

5. Third Party Providers

  • Some of the Services involve Figtree assisting you to find and/or work with third party tutors, educational consultants, mentors, coaches, teachers and/or other third party service providers (together “Third Party Providers”). For the avoidance of doubt, unless Figtree notify you to the contrary you should assume that all tutors, educational consultants, mentors, coaches and teachers introduced to you by Figtree are Third Party Providers.
  • Where you retain Figtree to find and/or work with Third Party Providers on your behalf, Figtree will use reasonable endeavours to identify Third Party Providers who comply with your reasonable requirements and who are willing to provide their services to you so that you can contract with those Third Party Providers directly.
  • As you will be choosing any Third Party Providers and contracting with them directly, you accept that whilst Figtree may send on to you any information provided to Figtree by Third Party Providers, it is for you to verify any such information and Figtree cannot be held responsible for inaccuracies in any information so provided.
  • The Services offered include services under which Figtree offers to identify potential Third Party Providers on your behalf and instruct them in relation to your specific requirements. Figtree will only charge you the agreed fee (set out on the Services Confirmation Email) for these Services. If you go on to engage a Third Party Provider and in order for Figtree to monitor which Third Party Providers have been retained by you and on what terms (and therefore what fee to charge you), Figtree requires you to engage all Third Party Providers on the standard “Third Party Provider Terms” set out here.
  • The Services offered also include administration services under which Figtree offers to deal with booking and payment administration on your behalf and as your agent in relation to your dealings with Third Party Providers. Figtree can only provide these Services if you engage Third Party Providers on the Third Party Provider Terms which give Figtree the necessary information and authorisations from you to deal with Third Party Providers.
  • In consequence of the issues described at Clauses 4 and 5.5 you accept that it is a condition of these Terms & Conditions that you will:
  • only engage Third Party Providers introduced by Figtree on the Third Party Provider Terms;
  • not make any private arrangements with Third Party Providers introduced by Figtree;
  • use your best endeavours to ensure that your friends, family and colleagues do not make any private arrangements with Third Party Providers introduced by Figtree (although nothing shall stop you from recommending Figtree to your friends, family and colleagues);
  • not make any direct payments to Third Party Providers introduced by Figtree;
  • ensure that Third Party Providers record all services requested by or provided to you on the relevant Online Accounts;
  • request any cancellations or rearrangements of Third Party Provider appointments directly with the Third Party Provider (accepting that depending on the amount of notice given a cancellation or rearrangement of a Third Party Provider appointment may result in a late cancellation payment as described in the Services Confirmation Email);
  • comply in full with your obligations to Third Party Providers under the Third Party Provider Terms;
  • use your best endeavours to ensure that Third Party Providers comply with their obligations to you under the Third Party Provider Terms; and
  • notify Figtree as soon as it becomes aware that any Third Party Providers are not complying with their obligations under any Third Party Provider Terms

and you agree that the terms of this clause 5.6 shall remain enforceable for the entire period that the Services are being provided to you and remain so for 24 months following the termination or expiry of this agreement for any reason.

  • Without affecting the generality of Clause 6 above you agree that as your agent Figtree may take any steps on your behalf (including the commencement of legal proceedings in your name) that Figtree deems appropriate in order to enforce any Third Party Provider Terms against a Third Party Provider.
  • Where you engage a Third Party Provider to attend or stay at your premises or at premises other than the Third Party Provider’s premises when he or she provides his or her services to you, you agree to arrange and cover the cost of the Third Party Provider’s reasonable accommodation, food, other reasonable expenses and return transport expenses including, without limitation, the cost of a standard airfare ticket to and from the Third Party Provider’s place of residence. These arrangements will be separately recorded in writing and will form part of the Third Party Provider Terms.

 

6. Payment

  • As part of the Services, Figtree will, as your agent and on your behalf, process payments due to Third Party Providers via the Online Accounts and submit invoices to you by email at the beginning of each month that include the Third Party Provider’s fees and the fees charged by Figtree for Services provided during the previous month. All invoices are payable within 14 days.
  • As your agent, on your behalf and subject to your payment of Figtree’s invoice in accordance with Clause 1 above, Figtree will pay your Third Party Provider on the last Friday of each month in arrears.
  • Without prejudice to any other right or remedy that it may have, if you fail to pay any invoice in accordance with Clause 1 above, Figtree:
  • shall be entitled to charge interest on all outstanding sums from the due date until payment is made in full at 3% per annum above the base lending rate of Barclay’s Bank from time to time; and
  • reserves the right to suspend performance of the Services until payment has been made in full and Figtree shall be entitled to charge you for all reasonable costs and expenses incurred by Figtree as a result of such suspension.
    • All sums payable to Figtree under these Terms & Conditions shall become due immediately on their termination, despite any other provisions. This Clause 4 is without prejudice to any right to claim for interest under the law, or any such right under these Terms & Conditions.
    • In the event that you do not arrange payment of Figtree’s invoice within 14 days, Figtree and/or a Third Party Provider will have the right to suspend performance of their Services to you. Upon the agreement of Figtree and your payment of an additional administrative charge set by Figtree as well as any interest due under Clause 3(a), Figtree will arrange for the payment of your Third Party Provider’s fees to be expedited outside of the usual monthly cycle.
    • You accept that if you make any direct payments to a Third Party Provider for services provided by a Third Party Provider:
  • Figtree will be entitled to withhold any outstanding payments due from you to the Third Party Provider and both you and the Third Party Provider shall be jointly and severally liable for any costs incurred or damages suffered by Figtree in this regard; and
  • Figtree reserves the right to pursue you for damages for breach of contract and loss of business plus legal fees.
    • Figtree reserves the right to change its fees at any time provided that it shall give you at least 30 days’ prior written notice of such change.
    • All fees stated in a Services Confirmation Email will be inclusive of VAT which will be identified in any invoice where relevant.

 

7. Confidentiality

Both parties shall keep in strict confidence all information of a confidential nature disclosed to one party by the other and any other confidential information concerning the other party’s business or affairs which they may receive (together “Confidential Information”). For the avoidance of doubt, all teaching or other materials (online, via email or in hard copy) provided to you or any Third Party Provider by Figtree shall be deemed to be Figtree’s Confidential Information.

 

8. Data Protection

  • For the purposes of this clause, “Data Protection Legislation” includes the General Data Protection Regulation (EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation including the Data Protection Act 2018 (DPA 2018) relating to data protection and privacy, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and DPA 2018. The terms “Personal Data”, “data controller”, “data processor”, “process” and “processor” shall have the meanings given to them in the Data Protection Legislation.
  • Figtree will collect and process Personal Data relating to you and your family in accordance with its Privacy Policy which can be found here.
  • You and Figtree acknowledge that for the purposes of the Data Protection Legislation:
  • Figtree is a data controller in respect of Personal Data relating to you and your family;
  • Both Figtree and you are data controllers in respect of Personal Data concerning prospective Third Party Providers that Figtree provides to you;
  • Once you engage any Third Party Provider to provide services to you and retain Figtree to deal with booking and payment administration on your behalf and as your agent in relation to your dealings with Third Party Providers, you will be the Data Controller in respect of personal data concerning those Third Party Providers processed by Figtree as part of the Services and Figtree will be a data processor.
    • Figtree shall, in relation to any Personal Data processed in the manner described at Clause 3(c) above:
  • process that Personal Data only on your written instructions;
  • keep that Personal Data confidential
  • comply with your reasonable instructions with respect to processing that Personal Data;
  • not transfer that Personal Data outside of the European Economic Area without your prior written consent (provided that transfers within the United Kingdom shall not require your prior written consent);
  • assist you in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
  • notify you without undue delay on becoming aware of a Personal Data breach or communication which relates to your or Figtree’s compliance with the Data Protection Legislation;
  • at your written request, delete or return the Personal Data and any copies thereof to you on termination of this agreement unless required by the Data Protection Legislation to store that Personal Data;
  • maintain complete and accurate records and information to demonstrate compliance with this clause 4.
    • Figtree shall ensure that it has in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

 

9. Liability

  • This clause 9 describes the full extent to which Figtree will be liable to you in respect of any legal claim that you may choose to bring against it. For the purposes of this clause 9 Figtree shall mean Figtree and its employees, agents, any Third Party Provider and sub-contractors:
  • You acknowledge that Figtree does not make any guarantees regarding the future academic performance or exam success of any student that receives the benefit of any Services (or the services of any Third Party Provider).
  • Nothing in this Agreement limits or excludes Figtree’s liability:
  • for death or personal injury resulting from negligence; or
  • for any damage or liability which results from any fraud or fraudulent misrepresentation by Figtree.
    • Except where described at Clause 3 above and in so far as it can, Figtree excludes all liability for any loss or damage caused by Figtree howsoever that damage is caused.
    • Except where described at 3 above where Figtree is liable to you for any losses, Figtree’s liability shall be limited to a refund of the sums that Figtree has received from the Services.
    • You accept that the Third Party Providers have no direct contractual relationship with Figtree and therefore:
  • Figtree has no contractual obligations or liability to any Third Party Provider;
  • Figtree is not acting as an agent for any Third Party Provider; and
  • Figtree is not responsible for the payment of any taxes, national insurance and/or social security contributions due in respect of payments to be made by you to any Third Party Provider and you shall fully indemnify and hold Figtree harmless in this regard. 

 

10. Termination

  • Either you or Figtree may terminate this agreement forthwith by written notice if:
  • the other is in material breach of any of the provisions of these Terms & Conditions and in the case of a breach capable of remedy fails to remedy the same within 30 days of receiving a written request from the other to do so;
  • the other has a trustee, receiver, administrative receiver or manager or other similar officer appointed in respect of any material part of its business or assets;
  • the other is directly involved in any impropriety within its reasonable control which could reasonably be demonstrated by whichever of Figtree and you is seeking to terminate the agreement to have the potential to cause detriment;
  • an allegation of serious criminal behaviour is made against the other or one or more of its directors and an investigation into the activities of that party is commenced by the relevant police or public authorities;
  • criminal proceedings (other than a private prosecution) are commenced against the other; or
  • the other or any of its directors makes a public admission that it has/they have, or may have, engaged in criminal behaviour.
    • Either you or Figtree shall also have the right to terminate this agreement under Clause 11 (Force Majeure).
    • The following clauses shall survive the termination of this agreement for any reason: 6 (direct contact with/payments to Third Party Providers), 5.7 (expenses), 6 (payment), 9 (liability), 10.3 (this provision survival clause), 12.3 (severability), 12.9 (governing law) and 12.10 (jurisdiction).

 

11. Force Majeure

Neither party shall have any liability under or be deemed to be in breach of these Terms & Conditions for any delays or failures in performance of these Terms & Conditions which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than three months, either party may terminate this Agreement by written notice to the other.

 

12. General Provisions

  • Assignment and sub-contracting: Neither party may assign, transfer, charge or otherwise deal with all or any of its rights and/or obligations under or pursuant to these Terms & Conditions, or sub-contract the performance of any of its obligations under or pursuant to these Terms & Conditions without the prior written consent of the other. Neither party will be relieved of any of its obligations and/or duties under these Terms & Conditions by virtue of the other agreeing in writing to the sub-contracting of any or all of its obligations and/or duties under these Terms & Conditions.
  • Third party rights: The parties agree that no term of the Agreement will be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999 provided that any Third Party Provider shall be entitled to enforce against you any provision of this Agreement that purports to confer any benefit upon it.
  • Severability: If any provision (or part of a provision) of these Terms & Conditions is held to be invalid or unenforceable, then such provision (or relevant part, as the case may be) shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in these Terms & Conditions but without invalidating any of the remaining provisions (or remaining part of any provision) of these Terms & Conditions.
  • Waivers: No failure or delay by any party in exercising any right or remedy provided by law under or pursuant to these Terms & Conditions shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time.
  • Variation: Figtree shall be entitled to vary these Terms & Conditions by giving you notice by email of a change. Your continued receipt of the Services after any such variation takes effect shall be deemed to be an acceptance of any such variation. No amendment or variation of these Terms & Conditions shall otherwise be valid unless it is in writing and signed by or on behalf of duly authorised representatives of each of the parties.
  • Entire Agreement: These Terms & Conditions set out the entire agreement and understanding between the parties in respect of the matters covered herein and supersede any previous arrangement, understanding or agreement between the parties relating to the subject matter of these Terms & Conditions.
  • Further Assurances: Each party shall (and shall procure that any necessary third parties shall) (at the other party’s cost) do all such acts and execute all such documents in a form satisfactory to the other party as the other party may from time to time request in order to carry out the purposes and intent of these Terms & Conditions.
  • Relationship between the Parties: Nothing in this Agreement shall be construed as creating a partnership or a contract of employment between you and Figtree. You shall have sole responsibility for the fees, wages, taxes etc payable to any Third Party Provider or your staff.
  • Governing Law: These Terms & Conditions and any dispute or claim arising out of or in connection with them or their 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.
  • Jurisdiction: 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 these Terms & Conditions or their subject matter or formation (including non-contractual disputes or claims).

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