1. Introduction
1.1. Spires is an online tutoring marketplace. Clients use Spires to find highly-qualified tutors for themselves or for others, such as their children, and then use our platform to communicate with them, and to arrange and pay for online classes.
1.2. These are the terms on which we offer our client services. By creating an account, you agree to form a contract between you and us. “We” are SOTC Ltd. Please see the end of this page for our corporate details and contact information.
1.3. That contract includes everything incorporated by reference, and in particular, any code of conduct issued by us from time to time.
1.4. You must be aged 18 years or over in order to agree to these terms. If you are under 18, you should ask your parent, legal guardian or other appropriate adult to sign up on your behalf.
2. Spires Platform Terms of Use
2.1. The terms in this section apply to all users of the Platform:
2.2. Eligibility
2.2.1. You must be 18 years old or over to use the Platform. You may permit someone under 18 years old to use the Platform under your supervision, for example if you wish to organise tutoring for one of your children. If you do so, you must ensure they obey any rules on conduct that apply to you and you are responsible for any and all usage they make of the Platform. In this situation, references to “the Student” will, where applicable, refer to the person for whom you are arranging tutoring.2.3. Code of conduct
2.3.1. You must obey the Spires Platform Code of Conduct and any other code of conduct issued by us from time to time.2.4. Maintenance
2.4.1. We make best efforts to ensure that the Platform runs properly and that it is available except for periods of scheduled maintenance. Despite our best efforts, there will be times when the Platform is not available for one reason or another. For that reason, we cannot guarantee – and therefore do not promise that the operation of the Platform will be continuous or faultless.2.5. Right to suspend access
2.5.1. We may suspend your access to the Platform at any time, irrespective of whether there are classes booked, if we believe that:a) We are required to do so by law or your continued use of the Platform contravenes, or is likely to contravene, any applicable law.
b) Your use of the Platform violates, or is likely to violate, any other person’s rights
c) We reasonably believe you are in breach of your agreement with us.
2.6. Platform functionality
2.6.1. We reserve the right to modify and/or update the Platform’s functionality as may be required at any time without prior notice.2.7. Support
2.7.1. We provide ongoing administrative support via the chat box on the Platform from 9:00am to 6:00pm (United Kingdom time) during weekdays except during English public holidays. For example: we make best efforts to answer your queries; help with tech issues; mediate disputes; and sort out payment issues.2.8. Recordings of classes
2.8.1. Classes delivered via the “Lessonspace” service, provided by Lessonspace, Inc. will automatically be recorded as standard. These recordings are made available by Lessonspace for a period of 365 days. In some cases, lesson recording may not be possible, and no guarantees can be made as to the quality or availability of recordings. You may not (and if you are not the Student, must ensure the Student does not) share any recording with any third party, by any means, without the express written consent of all participants.
2.8.2. Any contravention of this condition is likely to represent an infringement of the intellectual property rights of the Tutor, who would be entitled to seek damages against you. It may also be a violation of privacy and analogous rights of participants.
2.9. Information submitted to the Platform
2.9.1. You are responsible for all content that you make available through the Platform. Accordingly, you warrant that:a) You have the right to make that content available, for example because you are the owner of the content, or have suitable permission from the owner to do so.
b) The making available of the content does not infringe a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
3. Additional Conditions of Use
3.1. Communication
3.1.1. You must communicate, and schedule classes, through the Platform.3.2. Contact
3.2.1. You are responsible for us being able to contact you by email at the email address which you use to sign up to the Platform.4. Tutors
4.1. Relationship with tutors
4.1.1. When you engage a Tutor, aside from any standard policies that have been adopted by the Tutor (for example, in relation to billing and cancellation), you are free to negotiate with the Tutor to agree upon any terms which you believe are mutually convenient, provided that in so doing you do not violate your agreement with us. You should bear in mind that the Platform automatically carries out various tasks for you. The Platform’s automatic operation is not intended to impose constraints on the kind of agreement you may make with a Tutor and we leave it to you and the Tutor to resolve how to make best use of the Platform.4.2. Vetting of Tutors
4.2.1. In the case of the UK, we ask for Tutors to provide an enhanced check under the UK government disclosure and barring system (DBS). For Tutors in other countries, we ask them to provide similar evidence. In addition to a DBS certificate, or local equivalent, we ask Tutors to inform us of anything which might disqualify them from teaching or providing pastoral care to young people or vulnerable adults. We also expect Tutors to have at least 2 years’ relevant teaching experience and professional references.
4.2.2. Any personal information disclosed as part of this process will be handled with care and sensitivity. We are not obliged to disclose any information which is not relevant to the provision of educational services.
4.2.3. When carrying out best efforts checks on Tutors of the kind discussed above, we have no way of making absolutely certain that all such information is genuine, but we reject any Tutor where we either have not seen the above evidence, or are not convinced by the evidence we have been shown.
4.2.4. Except to the extent explained in the previous paragraphs, we have no control over the nature or quality of the Tutors. We are not responsible for their failure to deliver classes or classes that are suitable for the Student. It is up to you whether to engage a Tutor and what action you take if you think a Tutor’s skill or other conduct has fallen short of what you expect.
4.2.5. We do not employ or otherwise contract Tutors for the provision of educational services. In engaging the services of the Tutor, the Student enters into a private agreement with a self-employed individual.
4.2.6. We do not purport to enter into contracts on behalf of the Tutor, nor to hold ourselves out as their agent. The Tutor and Student remain at all times responsible for the contractual relationship between them.
4.3. Tutor Status
4.3.1. All Tutors on our platform are self-employed individuals. As such, they are not subject to any right of direction, supervision or control either by us or the Student.
4.3.2. Tutors are engaged by Students for their particular skill and expertise and are expected to take full responsibility for the manner in which their services are provided. The Tutor will use their discretion in determining the most appropriate teaching method depending on the Student’s needs.
4.3.3. It is the responsibility of the Tutor to:
a) agree upon the times, dates, frequency and length of the classes with the Student.
b) determine the teaching method and approach used in any class guided by experience and industry practice.
5. Our Service
5.1. In return for the fee(s) you pay us, we:
a) Assemble, maintain and index a database of potential Tutors.
b) Make the Platform available for you to engage Tutors and for you, or your Students, to receive tutoring.
c) Provide support for your use of the Platform.
5.2. Although we hope that you will find a Tutor or Tutors that are suitable for you, we cannot, and so do not, promise that you will be able to do so or that a Tutor who was useful on one occasion will continue to be useful on another.
5.3. Tutors are not obliged to accept any Projects that may be offered to them, nor are they obliged to make their services available at any particular time. Subject to complying with applicable laws, such as those prohibiting discrimination, any decision to accept or offer work is entirely in the discretion of the Tutor. We operate as an Employment Agency for the purposes of the Employment Agencies Act 1973.
6. Charges
6.1. Platform Fees
6.1.1. Our fees,“platform fees”, consist of a fee (calculated at 35% of the Tutor’s fees) payable for each class. Fees advertised on the Platform are inclusive of our fees. We reduce the percentage over time, which means that tutors steadily receive a higher proportion of the fee.
6.1.2. Our current fee structure is to start at 35% of the fee you pay, but to reduce by 1% for every five hours of tutoring between you and the tutor. We do this as a way of encouraging tutors to retain their students over time. All of this will be computed by the Platform on your behalf, without your having to take any action. The amount of fee you pay will not be affected.
6.1.3. Our fees may be subject to VAT (presently at a rate of 20% in the UK) or other similar sales or value-added tax applicable to the payment in question. If VAT is payable, it will be included in the quoted price.
6.1.4. You must pay us the platform fee due on any class that takes place. If, for whatever reason, we do not receive payment, whether through the Platform or otherwise, or we are required to make a repayment through an external payment system and there is a shortfall in your payment, any outstanding platform fee or fees will be a debt owed by you to us, even if the shortfall arises after termination of this agreement.
6.1.5. If, in breach of this agreement, you take any action to conceal the fee due to us, including engaging the Tutor to deliver classes other than through the Platform, we may in our absolute discretion elect to serve notice on you for the payment of liquidated damages. The service of such a notice will convert the damages due from you to us for the breach or breaches identified in the notice to a debt of ÂŁ500 (plus any VAT that may be due) owed by you to us on the date of service. You agree that it would be difficult for us properly to calculate the amount of damages and that it is therefore convenient for us to agree a fixed sum as liquidated damages.
6.2. Charges for tutoring
6.2.1. All charges for tutoring are at the discretion of the Tutor, and any queries arising from these should be directed to the Tutor in the first instance.
6.2.2. It may be necessary for the Tutor to raise charges for time spent outside classes, for example in reading and providing feedback on written work. It is expected that any such work will be discussed in detail and clearly agreed with you before being undertaken. Any such time may then be recorded via the Platform in the same way as a full class.
6.2.3. These are the standard policies generally applied by Tutors but individual Tutors may operate different policies in relation to billing, of which they will make their Students aware.
6.2.4. Educational services provided by a self-employed Tutor should not attract VAT, so it will not appear on invoices sent to the student on the Tutor’s behalf.
6.3. Payment
6.3.1. Paying us
6.3.1.1. Payments are handled by the independent third-party payment provider, Stripe.
6.3.1.2. In order to book a class, you must set up a payment method with us, for example by having a valid payment card associated with your account.
6.3.1.3. The details of this payment method will be stored by Stripe.
6.3.1.4. When you supply information for billing and payment purposes, it must be accurate and belong to you.
6.3.2. Paying Tutors
6.3.2.1. The Platform will automatically compute fees, based on the rate agreed between you and the Tutor via the Platform and the length of a class; and then submit this information to Stripe to process and handle payments. As with the other terms between you and the Tutor, you are free to use alternative methods. You must still pay the platform fee via Stripe.
6.4. Refunds
6.4.1. Any withdrawal of, or amendment to, charges for tutoring are at the discretion of the Tutor, and requests for refunds should be directed to them, except in the case of unethical practice.
6.4.2. Where a charge for tutoring is amended or withdrawn by the Tutor, the associated fees for the company’s services will be withdrawn or amended accordingly.
6.4.3. Any payment already made will be returned to the bank card from which payment was originally made.
6.4.4. It is not possible to return payments to alternative bank cards.
6.4.5. If the relevant card has been cancelled or replaced then credit will be returned via BACS (or CHAPS in the case of a non-UK bank account).
6.4.6. The Student must make this clear at the time that the request for return of credit is submitted. Any associated transfer fees will be borne by the Student.
7. Cancellation and Absence
7.1.1. These are the standard cancellation terms applied by the Tutors we work with. It should be assumed that all tutoring organised through the Platform is subject to these terms, unless an alternative policy is explicitly set by the Tutor, before classes begin. Any cancellation charges are, ultimately, at the Tutor’s discretion, and the Tutor is at liberty to set their own terms in this respect, in agreement with the Student.
7.1.2. A minimum of 24 hours’ notice is required for cancellation or rescheduling of any class, by either party.
7.1.3. Where less than the required minimum notice is given by the Student, they should expect to pay for half (50%) of the cost of the planned class, or the full cost (100%) at the tutor’s discretion, plus any agreed expenses already incurred in respect of the class. Ultimately any cancellation charges are at the Tutor’s discretion, and the Tutor is at liberty to set their own terms in this respect, in agreement with the Student.
7.1.4. Where a charge is incurred for late cancellation, the Tutor should make the Student aware of this.
7.1.5. Any terms relating to cancellation and absence shall survive termination of this agreement.
8. Privacy
8.1. In the course of supplying you with the services we will process your “Personal Data”. Please see our privacy notice for more information about how we do this and your rights relating to your Personal Data.
9. Liability and Damages
9.1. Acceptance of these Terms includes an agreement to indemnify us without limit, in respect of any claims arising out of, or relating to, tutoring services rendered through the Platform.
9.2. We are not an agent for any user of the Platform and will not be responsible for any damages or harm which results from the interactions of users.
9.3. Any class between users and any purchase of tutoring services are done at the parties' sole risk and discretion and you agree to take reasonable precautions in all interactions to exercise common sense and sound judgement in using the Platform and disclosing information, including any personal information, the provision of which is not required by the Platform.
9.4. We accept no liability for the outcome of any tutoring services rendered through the Platform, or any academic judgement made upon the Student’s work by any educational institution or professional body with which they may be affiliated. Responsibility for the success or failure of their efforts rests entirely with the Student.
9.5. We shall not be liable for any consequential, indirect or special losses or for any of the following, whether direct or indirect: loss of profit or savings, loss of opportunity or contract, loss of reputation or goodwill arising from use of the Platform or associated tutoring services. We disclaim any liability for disruption to tutoring services from the unavailability or performance of the Platform and will accept no liability for loss of earnings or any other detriment arising from this.
9.6. We shall not be liable for any loss or any other damages that result from a corruption of data, lost communications, loss or corruption of software or downtime of either the Platform or any third-party systems, including the loss or corruption of automated class recordings.
9.7. Users are solely responsible for all of their communications with other users of the Platform. We accept no liability for any user content or written communications between users. We do not control, nor are we responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by users or other information made available through the Platform.
9.8. We will not be held responsible for any Tutor's failure to comply with applicable laws or regulations.
9.9. In no event will our aggregate liability arising out of or in connection with these terms exceed the total amount of all the platform fees paid in relation to tutoring services.
9.10. This agreement does not limit or exclude liability where such limitation or exclusion would not be permitted by applicable law.
10. Exclusion of Warranties
10.1. The Platform is provided on an "as is," "where is," "as available" and "with all faults" basis and, to the fullest extent permitted by law, is provided without warranty of any kind.
10.2. We disclaim all warranties with respect to the Platform, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties regarding quiet enjoyment, quality of information, security, reliability, timeliness, availability of backed-up data and performance of the site and services.
10.3. We do not warrant that our services will meet your requirements, or that the operation of the site and services will be uninterrupted or error-free, or that defects in the site and services will be corrected in a timely manner, or that encryption algorithms, associated keys and other security measures will be secure or effective.
10.4. Other than carrying out visual checks of certain documentation, we do not attempt to verify the professional background or qualifications of Tutors and we make no representations or warranties as to the claims made by, or the conduct of, Tutors. It is your responsibility to take reasonable precautions in your communication with each other and check your compatibility with other users of the Platform.
10.5. We make no guarantee as to the outcome of tutoring services, in respect of grades achieved, qualifications received and/or certification from any educational institution. The quality and outcome of a Student’s work remains their responsibility.
10.6. No advice or information, whether oral or written, obtained from us or through the Platform, services or collective content, will create any warranty not expressly made herein.
11. Intellectual Property
11.1. Nothing in this agreement shall be interpreted as (i) granting, by implication or otherwise, any licence to use any trademarks, logos and/or other branding materials or (ii) an assignment of any rights including intellectual property rights.
11.2. Any trademarks, trade names, service marks and logos used and displayed on the Platform or on this website are the registered or unregistered trademarks of, and the exclusive property of us, and/or our affiliates or others and are protected under applicable law.
11.3. You may not modify, copy, duplicate, print, archive, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer or sell any information, material, software, products or services from the Platform without our prior written consent except as part of the normal use of the Platform.
11.4. We do not claim any ownership rights of any user content and nothing in these terms will be deemed to restrict any rights that you may have to use and exploit such content. In some cases, for example recordings of classes, content may be hosted on an external platform in which case the content and usage rules of that platform will govern what you may do with content accessible from it.
11.5. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licences and rights expressly granted in these terms.
12. Copyright Infringement
12.1. If you believe that your work has been copied in violation of applicable copyright law and used in a way that constitutes copyright infringement, please provide our Copyright Agent with the information set out below; without this information we will be unable to take action on your request:
i) Your contact information: We need sufficient information to be able to contact you, for example your physical or electronic email address or telephone number.
ii) Identification of the copyrighted work that you claim has been infringed: Please include reasonably sufficient details describing the copyrighted work that is claimed to be infringing.
iii) A description of where the material that you claim is infringing is located: Please include reasonably sufficient detail to enable us to identify and locate the work that is claimed to be infringing, including the explicit URL(s) of the exact work(s) and screen-shot(s) of the infringement.
12.2. We will review all claims of copyright infringement received and remove any content where we discover that it has been posted or distributed in violation of any copyright law. If you feel that content has been taken down inappropriately please contact our Copyright Agent who will provide information on the requirements and procedure for filing a counter-notification with us.
12.3. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
Attention: Legal Department, SOTC Limited, 185 Ashburton Triangle Drayton Park, London, United Kingdom, N5 1GD
13. Non-Solicitation
13.1. You shall not seek to enter into arrangements with any individual to whom you have been introduced by us, without utilising our services.
13.2. In order to further protect our legitimate business interests, you shall not for a period of six months after the termination of this agreement solicit, canvass the business of or approach or send or cause to be sent any marketing material or advertisement to any individual to whom you were introduced by us.
13.3. Any arrangement made directly between a Tutor and Student, without use of our services and without our knowledge and express permission will not be protected under these terms, and we will not undertake to assist in the administration of any part of such an arrangement, or to enforce any agreements relating to it. We also reserve the right immediately to withdraw our services from either or both of the parties involved.
14. Confidentiality
14.1. You undertake that you shall not at any time disclose to any person any confidential information concerning our business, affairs, customers, users or suppliers, except as may be required by law, court order or any governmental or regulatory authority. You shall not use our confidential information for any purpose other than to perform your obligations under this agreement.
15. Duration and Termination
15.1. This agreement shall start on the date your account is created and continue until it is terminated by either party giving notice to the other, which they may do at any time and without any restriction, as follows:
15.2. You may terminate this agreement at any time by deleting your account in the "Settings" section.
15.3. We may terminate this agreement by sending you a notice by email indicating that we have terminated it.
15.4. It is expected that either party will give notice of termination well in advance of any scheduled class.
15.5. Termination of this agreement does not extinguish any liabilities that have already accrued, for example you will continue to owe us for any outstanding unpaid fees. Unless otherwise stated in our terms, all other obligations on one party to the other shall cease on termination.
16. Variation
16.1. We reserve the right to amend these terms as may be required, from time to time. Any changes will take effect from the date on which we notify you of such changes, after which time any continued use of our services will be considered to constitute acceptance of these changes.
17. Disputes
17.1. In the event that a dispute arises between you and a Tutor, then you should communicate your complaint in writing to the Tutor and attempt to resolve the matter informally. As Tutors supply tutoring under a contract with you, not us, we have no power to compel a Tutor to refund you for an incomplete or poorly conducted class or one which they failed to attend.
17.2. However, if you are not able to resolve a dispute, you may escalate the matter to us. We may at our discretion investigate the cause of the grievance and seek to mediate a resolution, but we are under no obligation to do so or, if we are unable to obtain a successful resolution, provide any alternative remedy.
17.3. Any offer we may make in the event of dissatisfaction is at our discretion and does not constitute acceptance of responsibility for the outcome of tutoring services.
18. Governing Law and Jurisdiction
18.1. This agreement shall be governed by English law and the courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising out of it.
18.2. You acknowledge and agree that you and we each waive the right to a trial by jury or to participate as a claimant, plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and we otherwise agree in writing, in any arbitration of this agreement, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.
19. Legal Notices
19.1. Any notices that need to be sent under these terms shall be written in English, sent by email to the receiving party's email address and deemed received when the receiving party's email server transmits a success code to the sending party. Our email address is [email protected]. Your email address is the most recent one you have entered on our system through your account. Notices that are sent to your email address shall be valid even if the email address is no longer valid.20. Interpretation
20.1. In the event of any conflict in respect of the provisions of this agreement and the documents referred to therein, the following order of priority shall prevail (highest priority first):
a) this agreement;
b) the Spires Platform Code of Conduct;
c) any other code of conduct issued by SOTC Ltd from time to time.
21. General Provisions
21.1. Our failure to enforce any right or provision of these terms will not constitute a waiver of future enforcement of that right or provision.
21.2. The exercise by either party of any of its remedies under these terms will be without prejudice to its other remedies under these terms or otherwise.
21.3. If any part of these terms and conditions of use is invalid or unenforceable pursuant to applicable laws, the invalid or unenforceable provision will be deemed to be severed from these terms without affecting the remainder hereof or superseded by a valid and enforceable provision that most closely matches the intent of the original provision.
21.4. Nothing in this agreement is intended to create a partnership, or to constitute one party the agent of another.
21.5. This agreement is not intended to confer any rights on third parties, and the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
22. Definitions
| Spires Platform Code of Conduct | refers to the document hosted here |
| Student | refers to the recipient of tutoring, and/or to the person or organisation responsible for payment of the Tutor’s invoices. |
| Tutor | refers to the provider of teaching, mentorship or consultation in any arrangement administered by us. |
| Personal Data | shall have the meaning given to it in Article 4(1) of the UK GDPR. |
| Project | refers to the tutoring arrangement between Tutor and Student, made with the assistance of our Service. |