Perfectly Spoken Limited | Terms and Conditions for Users

1 Definitions

1.1 The following definitions are used in these terms and conditions:
1.1.1 “Booking Fee” means the booking fee paid to Perfectly Spoken by a Teacher in respect of each Lesson, being such proportion of the Lesson Fee as is agreed by Perfectly Spoken and that Teacher.
1.1.2 “Business Days” means days on which clearing banks are open for business in England and Wales, but excluding Saturdays and Sundays;
1.1.3 “Communication Interface” means a Skype account or such other method of communication as Perfectly Spoken considers appropriate from time to time;
1.1.4 “Confidential Information” refers to any information whatsoever and howsoever supplied with the exception of information that is in the public domain or must be disclosed to comply with the law.
1.1.5 “Experienced Teacher” means a Teacher who has three or more years of teaching experience after obtaining a TEFL qualification.
1.1.6 “Lesson” means each lesson of up to 50 (fifty) minutes duration given by a Teacher to a Student.
1.1.7 “Lesson Fee” means the fee per lesson agreed to be paid to Perfectly Spoken by a Student.
1.1.8 “Member” means a person who registers his details with Perfectly Spoken on the Website but who is not a Student or Teacher;
1.1.9 “Monthly Statement” means a written statement of the number of Lessons provided by a Teacher to each Student in the preceding calendar month and the stated cost of these Lessons;
1.1.10 “Perfectly Spoken” means Perfectly Spoken Limited, registered in England and Wales under company number 9197891.
1.1.11 “Qualified Teacher” means a Teacher who has one or more years of teaching experience after obtaining a TEFL qualification.
1.1.12 “Student” means any registered purchaser of Tuition.
1.1.13 “Tax” means UK value added tax (VAT), income tax, capital taxes and all and any other taxes, duties, levies or withholdings whatsoever which are required to be levied, charged, paid or withheld from time to time;
1.1.14 “Teacher” means a registered independent freelance provider of Tuition and includes Qualified Teachers and Experienced Teachers, save where the context requires otherwise.
1.1.15 “Teaching Materials” means all teaching materials made available on the Website by Perfectly Spoken for use in connection with Tuition.
1.1.16 “TEFL” means Teaching English as a Foreign Language.
1.1.17 “Tuition” means any language tuition-related service provided by a Teacher to a Student through the Website for the learning of English as a foreign language.
1.1.18 “Users” means Student, Teachers and/or Members, save where the context requires otherwise.
1.1.19 “Website” means the website www.perfectlyspoken.com.
1.2 Any reference to a singular word shall include reference to the plural and any reference to the masculine gender shall include reference to the feminine gender and vice versa.


2 Acceptance of Terms and Conditions

2.1 These terms and conditions constitute a legal agreement between you and Perfectly Spoken with respect to Tuition and the use of the Website and shall be legally binding in all circumstances. By registering for or having any Tuition, for consideration to be a Teacher, by otherwise using the Website or by having any dealings with Perfectly Spoken or using any Service provided by Perfectly Spoken, you agree to accept them fully. You will be required to confirm your acceptance of these terms and conditions before becoming a Teacher or Student. These terms and conditions may be changed at Perfectly Spoken’s discretion at any time and it is the responsibility of each User to ensure that he is fully aware of the current terms and conditions at all times. Continued use of the Website or continuing to deal in any way with Perfectly Spoken will be deemed to constitute acceptance of any variation of the terms and conditions.


3 What Does Perfectly Spoken Offer?

3.1 Perfectly Spoken provides an introduction, intermediary and facilitation service for Students and Teachers for Tuition and a related learning platform and materials to assist with such Tuition or to Members who do not desire Tuition.


4 Registration and Accreditation

4.1 When registering as a User, you will be required to provide and verify personal information about yourself including: a username, password and email address; your country of residence; your local currency and payment details (if you are a Student or Teacher); and your local time zone. You must keep these details accurate and up-to-date. By registering an account you are confirming that you are over 18 (eighteen) years of age and that you accept these terms and conditions. To use the Perfectly Spoken platform you will also be required to have a Communication Interface and notify Perfectly Spoken of your details for such Communication Interface so that you may connect to other Users. By registering, all Users acknowledge that Perfectly Spoken has no responsibility whatsoever for the quality of the Communication Interface or the quality of communications between a Student and a Teacher using any Communication Interface.

4.2 A registration is personal to a User and is not transferable. Each User will be held responsible for all actions committed with the use of his username and password and must take all measures necessary to protect his security and not divulge it to any person. No person besides the User may use the Website using that User’s username and password.

4.3 Following registration, each Teacher shall first be required to confirm his TEFL qualifications to Perfectly Spoken’s satisfaction and then to undergo an interview with Perfectly Spoken, through a Communication Interface which Perfectly Spoken stipulates, before giving any Tuition. This will include verifying each potential Teacher’s knowledge of correct English grammar and teaching methodology. Each Teacher who is successful at interview will then additionally be required to create a detailed profile containing further information concerning his background, language teaching experience, qualifications and teaching approach, which will enable Students to make an informed choice. All Teachers are required to submit their completed detailed profile to Perfectly Spoken which must be approved before a Teacher is permitted to give Tuition to Students. Perfectly Spoken reserves the right to make minor amendments, corrections and alterations to Teacher profiles for the purposes of ensuring that Teacher profiles are presented in a professional, consistent manner and are error free.

4.4 Perfectly Spoken has an accreditation process which is designed to guarantee Students excellent Teachers who offer high-quality one-to-one Tuition. In order for Teachers to be accredited, Perfectly Spoken guarantees to Students that each Teacher meets the following criteria:

4.4.1 university graduates – all Teachers have graduate-level qualifications in diverse subjects including English literature, film studies, sports science, politics, history, engineering and chemistry. Teachers with university degrees are able to discuss a wide range of topics and make interesting for students; and
4.4.2 Perfect English – all Teachers speak perfect English to offer students natural, authentic English with perfect pronunciation; and

4.4.3 TEFL qualification – as well as being university graduates and perfect speakers, all of our Teachers have a postgraduate TEFL qualifications. This guarantees Students a structured and effective learning experience delivered by specifically qualified Teachers.

4.5 Perfectly Spoken requires Teachers to refresh continually their skills and knowledge, Teachers receive regular input from Perfectly Spoken’s academic team which ensures that they update their teaching practice with exciting new techniques.

4.6 Perfectly Spoken takes all reasonable measures to ensure that only high quality Teachers are permitted to provide Tuition and Perfectly Spoken checks the validity of any individual registered Teacher’s qualifications or background. Perfectly Spoken cannot however guarantee the accuracy of any information supplied by any Teacher if such information is presently fraudulent or negligently by that Teacher.


5 Website, Privacy and Cookie Policies

5.1 Use of the Website by Users and of all information supplied by Users to Perfectly Spoken will be strictly in accordance with Perfectly Spoken’s Website Acceptable Use Policy, Privacy Policy and Cookie Policy. Each User agrees to the processing of his personal data in accordance with Perfectly Spoken’s Privacy Policy.


6 Booking and Payment of Lesson Fees and Booking Fees

6.1 Students shall book Lessons with Teachers only through the Website and they shall pay all Lesson Fees due to Perfectly Spoken for Tuition in the manner agreed between them including by online bank payment or PayPal in advance of any Lesson commencing. Perfectly Spoken has sole responsibility for invoicing Students directly in advance for Lesson Fees and for collecting payment in advance of any lesson starting. All payments shall be made in Euros unless agreed otherwise by Perfectly Spoken. All and any bank charges in connection with non-Euro payments shall be paid by the Student or Teacher (as the case may be).

6.2 All Lessons must be scheduled using the Website by a Student selecting an available time from a Teacher’s online work planner or as may otherwise be agreed in advance by Perfectly Spoken and completing the booking process on the Website. Lessons shall be booked in groups of five (5) or ten (10) only and the Student shall pay for all five or ten Lessons (as the case may) in advance at the time that the booking is made. Students may book Lessons either with a Qualified Teacher or an Experienced Teacher but not both nor with more than one Qualified Teacher or more than one Experienced Teacher, within any booking of Lessons. Lessons which are booked shall be required to be taken within six months of the date of booking after which they shall not be valid and the Student shall have no entitlement to take all or any of them up save with the express consent of Perfectly Spoken. Students shall be able to see on the Website or they shall be otherwise notified of the number of Lessons which are remaining at any time from their Booking.

6.3 Each Teacher shall provide Perfectly Spoken with a Monthly Statement within 2 (two) Business Days of the last calendar day of each month, and the cost (inclusive of any Tax) proposed to be charged to Perfectly Spoken by the Teacher for the Lessons provided. Perfectly Spoken shall, subject to the provisions of clauses 10 and 11, pay any disputed amounts stated in the Monthly Statement to the Teacher within 5 (five) Business Days of Perfectly Spoken’s receipt of the Monthly Statement less the deduction of the Booking Fee referred to in clause 6.4 below.

6.4 Teachers shall agree to the deduction of all Booking Fees (plus any tax) due to Perfectly Spoken for Tuition upon receipt of the Lesson Fee from the Student. Perfectly Spoken shall be free to set the Lesson Fee in its discretion and it shall be entitled to present all and any information regarding the availability of Tuition for any particular Teacher and Lesson Fees on the Website as it sees fit. Teachers shall not disclose the amount of the Booking Fees or the cost charged by them to Perfectly Spoken for any Lesson to any person without the prior written consent of Perfectly Spoken. The membership of any Teacher found to be in breach of this condition will be terminated immediately and no compensation will be paid in respect of any language training service provided to a Student by that Teacher.

6.5 All Teachers and Students shall communicate with each other only through such means of communication as are expressly permitted by Perfectly Spoken (including any internal messaging system which Perfectly Spoken may have in place from time to time) and they shall not under any circumstances communicate or attempt to communicate with each other at any time outside of the platform offered by Perfectly Spoken. Without limitation to the provisions of the previous sentence, no Teacher or Student shall contact or take any steps or allow any steps to be taken with any Teacher or Student (as applicable) either directly or indirectly for the purpose of arranging Tuition or for any other purpose other than through the Website or as is expressly permitted by Perfectly Spoken. Users agree to provide Perfectly Spoken with any information whatsoever which it may require to allow it to confirm that neither a Student or Teacher has been in breach of the provisions of this clause 6.5 and any breach may result in the immediate termination of both that Student’s and that Teacher’s membership and of legal action against the Student and/or the Teacher for recovery of any Booking Fees owing to Perfectly Spoken which are not paid.


7 User Responsibilities

7.1 All Users agree not to post, distribute, publish or by any other means transmit material which is offensive in any way, whether in terms of language, photographs or other images or any other material of an offensive or sexual nature. Breach of this condition by any User will result in termination of that User’s registration and may result in the appropriate authorities being notified.

7.2 All Users agree not to post, distribute, publish or by any other means place any computer code on the Perfectly Spoken Website which directly or indirectly links to another website without Perfectly Spoken’s prior written consent.

7.3 Perfectly Spoken reserves the right to monitor communications between Users for all purposes including ensuring the security of the Website, Users’ safety and to prevent any attempt to avoid the payment of any fees, in particular Booking Fees, which are owed to Perfectly Spoken.


8 Teacher Undertakings

8.1 All Teachers agree that by placing an approved profile on the Website they hold themselves out to be willing to provide any Student with Tuition. Furthermore, all Teachers accept that they are solely responsible for the performance, quality and fulfilment of all obligations between themselves and a Student in respect of Tuition.

8.2 All Teachers agree to provide high quality Tuition to all Students in a timely fashion and to be fully responsible for contacting a Student at the correct scheduled time by initiating a call using an agreed Communication Interface.

8.3 All Teachers agree to provide timely, accurate and complete feedback and analysis of each student’s progress following the completion of each Lesson to the extent and in such form as may be required by Perfectly Spoken. Students shall be invited to give feedback to Perfectly Spoken on all Lessons given to them in such manner as Perfectly Spoken may determine. Teachers shall provide lesson analysis and feedback by completing the analysis report which shall be on the Website. Perfectly Spoken reserves the right to terminate or suspend the membership of any Teacher who fails to comply with these requirements or such other standard as Perfectly Spoken determines from time to time.

8.4 Each Teacher warrants and represents that he is self-employed and therefore responsible for compliance with all Tax requirements in the tax jurisdiction applicable to him and that he is solely liable to pay all Taxes and like payments. Each Teacher shall indemnify and keep Perfectly Spoken fully and effectively indemnified as all times in respect of all costs, claims, liabilities, damages, proceedings and costs whatsoever which may arise out of any breach by him of this clause 8.4, in particular in the event that HM Revenue & Customs or any other tax authority hold that the Teacher is or may be an employee of Perfectly Spoken, Perfectly Spoken may in its sole discretion require a Teacher to establish a business to give full effect to this clause 8.4 (whether as a sole trader, partnership or incorporated business) and to notify HM Revenue & Customs accordingly.


9 Intellectual Property and Copyright

9.1 All content, designs, text, graphics, software compilations, underlying source codes and other graphic arrangements displayed on or relating to the Website together with the compilation (meaning the collection, arrangement and assembly) of the Website and any of the same which is on any merchandise of Perfectly Spoken and these terms and conditions are protected by copyright of Perfectly Spoken or its licensors. Each User acknowledges and agrees that all intellectual property rights in and relating to the Website (and all content displayed on it) and the Teaching Materials are the sole property of Perfectly Spoken or its licensors and no rights are granted to the User in respect thereof except as expressly stated in these terms. Perfectly Spoken grants to the User a limited, personal, non-transferable, non-exclusive right to access the website for the purpose of purchasing Tuition and to view, download and use the Teaching Materials for his own, personal and non-commercial use in connection with the receipt of Tuition, and for no other purpose. Any use of the Website or Teaching Materials, including the reproduction, modification, distribution, transmission, republication, display or performance of the content of the Website or Teaching Materials without prior written consent from Perfectly Spoken is strictly prohibited. Each User grants to Perfectly Spoken the non-exclusive, worldwide, payment-free, transferable and sub-licensable right to use any content that he uploads to the Website as approved by Perfectly Spoken for Perfectly Spoken’s business purposes.

9.2 No User shall infringe in any way any of the intellectual property rights associated with the manufacture, design or branding of anything advertised on the Website or to introduce any modifications to any of the information supplied by Perfectly Spoken. Use of the Website does not constitute a licence to use in any way any intellectual property of Perfectly Spoken.


10 Rescheduling, Cancellation, Refunds and Termination

10.1 Should a Student be unable to attend a booked Lesson or Lessons, that Student may reschedule the Lesson or Lessons to any other available time or times with the same Teacher at no cost or penalty providing at least 24 hours’ notice can be given to the Teacher concerned. Lessons cannot be rescheduled by a student less than 24 hours before the lesson is due to commence or unless agreed by the Teacher. Cancellation of a Lesson or Lessons by a Student will result in the forfeit of the Lesson Fee paid to Perfectly Spoken in respect of the cancelled Lesson or Lessons. A Lesson cannot be cancelled less than 24 hours before it is due to commence.

10.2 Where a Student cancels a booked Lesson otherwise than in accordance with clause 10.1 or fails to attend a scheduled Lesson he shall receive no refund for that Lesson save in the absolute discretion of Perfectly Spoken. Requests for a refund should be made by the individual Student directly to Perfectly Spoken and not to a Teacher. Where any refund is made, Perfectly Spoken shall not be required to make any payment to a Teacher. Perfectly Spoken shall be entitled to deduct out of any refund such reasonable fee as it may determine by way of administration costs and inconvenience.

10.3 Students are entitled to a full refund of the Lesson Fee paid in respect of a Lesson which are cancelled by a Teacher and in respect of a Lesson where the Teacher fails to attend the Lesson in its entirety save where such cancellation arises as a result of force majeure events or of matters of personal hardship of the Teacher. The Teacher may rearrange such Lesson to another time agreed with the Student. In such circumstances, refund requests should be directed by the Student concerned to Perfectly Spoken with the full details of the Lesson concerned including any reference number within 1 (one) Business Day of the date of the Lesson. Following verification of the complaint by Perfectly Spoken, Perfectly Spoken shall if accepted issue a full refund of the Lesson Fee paid to the Student concerned within 5 (five) Business Days. Where any such refund is required to be made, the Teacher shall repay in full any sums paid to him by Perfectly Spoken in respect of the Lesson within 2 (two) Business Days of Perfectly Spoken having given a refund to a Student together with such reasonable fees as Perfectly Spoken may determine by way of administration costs and inconvenience and all and any Tax payable by Perfectly Spoken.

10.4 Teachers may end their membership with Perfectly Spoken at any time following the completion of all and any Tuition which is still required to be given to Students.

10.5 Students may end their membership with Perfectly Spoken at any time.

10.6 Perfectly Spoken reserves the right to suspend or terminate the membership of any User for any reason in good faith in its absolute discretion. No refunds, payments or compensation of any kind will be paid to Users by Perfectly Spoken whose registration has been terminated due to breach of these terms and conditions.


11 Guarantee And Dispute Resolution

11.1 In the event that, in his reasonable opinion, any Student considers that any Lesson is not of the standard and quality that he expects, he shall in addition to his rights under clause 10 be entitled to a full refund of all Lesson Fees paid by him to Perfectly Spoken in respect of that Lesson provided only that he notifies Perfectly Spoken of his requirement for a refund 1 (one) Business Day of the date of the Lesson in respect of which he requires a refund. Perfectly Spoken may immediately block from the Website any User who, in Perfectly Spoken’s reasonable opinion, abuses or attempts to abuse this right of refund and refuse to provide further services to that User.

11.2 Where there is a dispute by a Student over the quality, duration, standard or any other matter whatsoever with respect to a Lesson or to Tuition given by a Teacher (and without limiting the Student’s additional rights under clause 10.3 in the event of the cancellation of a Lesson, the Teacher and Student shall first take all steps to resolve the matter and pending resolution of the dispute, Perfectly Spoken shall not be required to pay any sums to the Teacher under clause 6.3.

11.3 In the event that the matter remains unresolved, either the Teacher or the Student may ask Perfectly Spoken to seek to resolve the matter. Perfectly Spoken may require such information and ask for such representations from the Teacher and Student as it sees fit to resolve a matter, if it elects to do so in its discretion, and any decision made by Perfectly Spoken shall be made by it in good faith having regard to all circumstances and it shall be final and binding on the parties. Perfectly Spoken shall not act as an arbitrator (within the meaning of the Arbitration Act 1996) on any such dispute.

11.4 Following the resolution of any dispute by Perfectly Spoken, Perfectly Spoken shall refund such Lesson Fees to a Student as is agreed between them and that amount of refund (plus any Tax) shall be deducted from the amount that Perfectly Spoken is required to pay the Teacher under clause 6.3. Perfectly Spoken shall pay any balance owing to the Teacher net of any refunds to the Teacher with 5 (five) Business Days of agreement being reached with a Student and a refund being paid to him.


12 Limitations Of Liability

12.1 Each Student acknowledges that the Teachers are providing services on a freelance basis and that neither Perfectly Spoken nor its directors, employees or agents shall have any responsibility whatsoever for the provision, quality, accuracy, timely completion or legality of any Tuition provided by a Teacher to a Student, notwithstanding the guarantee given in clause 11.

12.2 Subject to clause 12.5, Perfectly Spoken shall have no liability whatsoever to any User or to any other person for any direct, indirect, incidental or consequential damages, losses, claims, proceedings or liabilities of any kind which they may suffer, including without limitation any damages for loss of data, loss of programs, cost of service interruptions or procurement of substitute services) arising from the use of the Website (including for the acts or omissions of any other Users including unauthorised users of, or hackers into, the Website), through the use of any merchandise of any description of Perfectly Spoken, through having any communication whatsoever which may arise whether through the use of the Website or which Perfectly Spoken may otherwise have facilitated or otherwise by registering any details of theirs with Perfectly Spoken.

12.3 Perfectly Spoken does not warrant the accuracy or completeness of any information or content presented on the Website (which is provided free of charge) or that its content is free of defects or viruses, or of any service provided or goods supplied through Perfectly Spoken which is on an “as is” basis, without any warranties or conditions of any kind, express, implied, statutory being given, whether for merchantability, fitness for a particular purpose, non-infringement or otherwise, all of which are excluded to the maximum extent permissible at law.

12.4 Students and Teachers agree that performance of all of Perfectly Spoken’s contractual obligations to both Students and Teachers in respect of any individual booking of Lessons will be deemed to be discharged by notification of the details of that booking to the relevant Teacher and Student concerned on the Website.

12.5 Nothing in these terms purports to limit or exclude Perfectly Spoken’s liability for personal injury or death caused by its negligence, fraud or fraudulent misstatement, or any other liability which it is not permitted by law to limit or exclude.


13 Governing Law

13.1 These terms and conditions are governed by the laws of England and all Users and Perfectly Spoken agree to the exclusive jurisdiction of the English courts for the determination of any dispute (including non-contractual claims) which may arise between them. The provisions of these terms and conditions are severable and if any of them is held to be invalid or unenforceable, that provision may be removed and the remaining provisions will be enforced.