TUTOR TERMS


These terms and conditions, herein referred to as the “Tutor Terms” set out the terms and conditions under which Haay Learning Limited, a company registered in Ireland (No. 697316) with a registered office at: AMESBURY, 8 SILCHESTER COURT, CO. DUBLIN, A96 W6Y6, IRELAND, herein referred to as “Haay” or “We” grants to the Tutor, a licence to access and use Haay’s online platform at www.haay.com (the “Site”) which is dedicated to facilitating the delivery of Your Tutoring Services direct to Your Clients (the “Agreement”).

In these Tutor Terms, references to “Tutor” and “You” and “Your” are references to the Tutor registered on the Site who wishes to use the Haay Services in order to provide Tutoring Services. When You use the Site and the Haay Services, You agree that these Tutor Terms apply to that use in addition to any other terms and conditions which may apply including the Privacy Policy, the Cookie Policy and the Terms of Service (where applicable) which are incorporated by this reference. If You are uncertain as to Your rights under these Tutor Terms or You want any explanation about them please contact us.



  1. 1. YOUR AGREEMENT WITH HAAY LEARNING LIMITED
    1.1 These Tutor Terms apply to Your use of the Site and the Haay Services.
    By using the Site and the Haay Services, You accept these Tutor Terms in full. Haay reserves the right to change the terms of these Tutor Terms (or any part) at any time, by giving You not less than 15 days’ written notice of such changes. We will let you know if we make any such changes, and you can let us know within the 15 day notice period if you do not wish to accept the revised terms and prefer to end this Agreement with Haay. If you continue to provide Tutoring Services through the Site during this notice period, we are entitled to assume that you have accepted any changes.
    1.2 Read these terms carefully and ensure that You understand their effect before proceeding to use the Site and Haay Services.
    If You disagree with any part of the Tutor Terms, do not use the Site or the Haay Services.



  2. 2. DEFINITIONS
    2.1 Unless the contrary intention appears, the following definitions shall apply:
    • Account means the secure account(s) created by You on sign up which holds Your personal information and profile and from where You can access the Haay Services via Your Haay Login.
    • Client means a person using the Haay Site for the provision of Tutoring Services, whether that be the Student or (if under eighteen (18)), the Student’s Sponsor.
    • Client Ratings means the ratings left by a Client on the Site in response to the performance of the Tutoring Services by a Tutor which is scored on a 1-5 star rating (1 being poor; 5 being outstanding).
    • Confidential Information means any information which is imparted or obtained under this Agreement by Haay to You on, before or after the commencement in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or is of a confidential nature, relating to the business or prospective business, current or projected plans or internal affairs of Haay including, but not limited to information pertaining to Clients, logging in, Client Ratings or other feedback, Haay correspondence and any other commercial, financial or technical information or other information relating to the business or prospective business of Haay which might reasonably be considered to be confidential in nature.
    • Current Account means Your bank account which will accept payments.
    • Data Protection Acts 1988-2018, the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.
    • Dispute means any dissatisfaction expressed by a Client or any complaint made by a Client or any other dispute or potential dispute or claim of a Client in connection with the provision of the Tutoring Services rendered by You (or the provision of the Haay Services which is communicated to You).
    • Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    • Losses means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
    • Materials refer to content relating to the Tutoring Services (including images (audio and/or visual), text, music, trademarks, symbols, logos and slogans).
    • Haay Login refers to Your unique username and password.
    • Haay Services includes the provision of the Site on which:
    • Haay provides an online intermediation service for Clients to contact Tutors, and provides technical functionality to You for Your deliver Tutoring Services to Clients; and
    • a database of Tutors, Students, back office support including customer services, billing, website and IT services including the use of the messenger app.
    • PoCA List refers to the Protection of Children Act (UK) and the Juvenile Justice (Care and Protection of Children) Act, 2015 (India).
    • PoVA List refers to the Protection of Vulnerable Adults scheme (Uk) and the National plan of action for Children 2005 and National commission for protection of Child rights 2006 (India)
    • Site means a website owned and managed by Haay including www.haay.com.
    • Sponsor means the party entering into the Client Contract for Tutoring Services on behalf of the Student (being either Parent/ Guardian/ Carer or other person if the Student is aged under 18), or, if the Student is aged 18 or over, the Sponsor and the Student may be the same person.
    • Student means a person receiving the Tutoring Services from You via the Site.
    • Tools means the minimum requirements for You to be able to deliver Your Tutoring Services using the Site including the use of a computer, recommended browser, webcam, a broadband internet connection (with sufficient bandwidth), a sound card and a headset and microphone.
    • Tutor or You means a tutor who has been allowed access to the Site and Haay Services to carry out the Tutoring Services to Clients.
    • Tutor Fees means that amounts Haay shall transfer to Tutors.
    • Tutoring Services means the provision of online private tuition by the Tutor by way of individual conversations in real-time suitably tailored to meet the individual requirements of the Students via Haay’s messenger based platform.
    • UGC means user generated content provided (including Materials as defined), uploaded, embedded or otherwise displayed and/ or stored on the Site by the Tutor for the purposes of carrying out the Tutoring Services which may include but are not limited to, Your profile, text, articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on, the Site for Your use and for use by Haay and a Client.
    • VAT means value added tax chargeable under Irish law for the time being and any similar additional tax.
    • Written Notice means any notice given under this Agreement shall be sent by email, in the case of Haay to hello@haay.com and in the case of a Client, to the e mail address you register in your Account.



  3. 3. BECOMING A TUTOR
    3.1 At our discretion, we may authorise you to use the Site and the Haay Services to deliver the Tutoring Services.
    You agree that these Tutor Terms apply to that use in full.
    3.2 You will keep Your password relevant to the Site and the Tutoring Services confidential and not reveal it to anyone else.
    You are responsible for all activities that are carried out under Your username and password which shall represent Your Haay Login. We do not have the means to check the identities of all people using the Site and will not be liable where Your username and/or password are used by someone else. You agree to notify Haay immediately by email at hello@haay.com of any unauthorised use of Your Account of which You become aware (with “IMPORTANT – PASSWORD” in the subject line).
    3.3 Where terminated, Haay shall deactivate Your Haay Login and Account promptly.
    Haay reserves the right to terminate the Haay Services and access to the Site after a one (1) week long continuous period of inactivity by You, which means that You will no longer be permitted to use the Site to deliver Tutoring Services to Clients. You will not be permitted to re-access the Site and the Haay Services without Haay’s express written permission.



  4. 4. TUTOR OBLIGATIONS
    4.1 When You make use of the Site and the Haay Services You must comply with our reasonable directions, including those relating to the protection of Students’ safety as amended from time to time and in accordance with these Tutor Terms.
    Such directions are in place to protect the safety Clients and Students.
    4.2 Use of the Site is entirely at Your own risk and You must exercise complete caution at all times when dealing with Clients.
    4.3 You further and specifically agree to:
    4.3.1 provide Haay with Your Current Account details which must be a UK, Irish, Australian, or Indian current account and held in the Tutor’s name;
    4.3.2 assume all responsibility for Your role as Tutor and for the provision of Tutoring Services to the Client which includes the preparation and content of lessons;
    4.3.3 advise Haay at the earliest opportunity should Your circumstances change in relation to Your access to the Tools.
    You accept full responsibility for any dispute raised by a Sponsor as a result of issues connected to the performance of your Tools which have affected the performance of Your provision of the Tutoring Service;
    4.3.4 obtain, use and maintain in good working order Your Tools.
    Any problem concerning a technical issue regarding a Tutor’s personal computer or internet service provider is not the responsibility of Haay.
    4.3.5 act at all times in accordance with the highest professional standards and not act in any way which could bring Haay into disrepute;
    4.3.6 only provide tuition within Your area of expertise, and that are within your abilities and competency;
    4.3.7 notify Haay immediately should You become ill or otherwise incapable and unable to provide the Tutoring Services.
    Depending on the circumstances, Haay and Tutor shall discuss in good faith a possible delay of the Tutoring Services;
    4.3.8 ensure that any information provided by You to Haay and a Client remains true, accurate, up-to-date and complete at all times during the duration of this Agreement.



  5. 5. HAAY OBLIGATIONS
    5.1 In consideration of the Haay Payments, Haay agrees to:
    5.1.1 subject to clause 5.2, provide the Haay Services with all due care, skill and ability and in a timely manner and in the best interests of the Client and the Tutor;
    5.1.2 devote as much time to the provision of the Haay Services as may be necessary for their proper performance;
    5.1.3 provide promptly and give to the Tutor all such information as they may reasonably require in connection with the provision of the Haay Services.
    5.2 As an online service, Haay may periodically be unavailable as We perform regular (and emergency) maintenance and upgrades.
    Where reasonably possible, these activities shall be notified to You in advance. Haay makes no warranty, guarantee or representation as to, and accepts no liability for, the availability or suitability of the Site and/or the Haay Services.
    5.3 In exceptional cases, there may be other reasons relating to incompatibility or otherwise as to why You may be unable to successfully access the Services.
    5.4 Haay uses all reasonable endeavours to make the Haay Services and Site available to all Tutors on an “as is” basis.
    5.5 Haay shall not be responsible nor liable to You as a result of any act or omission on Your part relating to Your inability to access the Services in whole or in part including but not limited to:
    5.5.1 resultant feedback (echos), audio break-ups, video or sound delays;
    5.5.2 Your failure to use and configure the prescribed headset and microphone;
    5.5.3 Your failure to at least meet the minimum system requirements of the Tools.
    5.6 You acknowledge and accept that from time to time You may experience entire or partial failure of Your video during the delivery of the Tutoring Services due to fluctuations or insufficient bandwidth relating to your own internet provider, and under such circumstances, You agree that the Tutoring Service shall continue without video and confirm that this is acceptable to You in all circumstances.



  6. 6. TUTOR FEES AND HAAY PAYMENTS
    6.1 Haay and the Tutor will agree the amount of Tutor Fees applicable per week in advance, via the Site.
    6.2 You confirm that You are self-employed under these Tutor Terms, and You are directly responsible to local tax authorities in your region for all matters regarding Income Tax, VAT and relevant contributions.
    You agree that nothing in these Tutor Terms constitutes a contract of employment between You and Haay. You shall be fully responsible for and indemnify Haay against any liability, assessment or claim for any employment-related claim or any claim based on worker status brought by you relating to Your Tutoring Services. This indemnity shall include all expenses and costs, including legal fees, incurred by Haay in dealing with any such claim brought by You or by somebody on Your behalf.
    6.3 You will keep records of payments made to You by way of Tutor Fees for completion of annual Tax Returns.
    You hereby agree to fully indemnify Haay for or against all and any demands by local tax authorities to Haay for Income Tax, VAT or National Insurance (or equivalent), or any other claim by a local tax authority, including any interest or penalties, arising out of Your failure to account properly or at all for any liabilities arising from Your Tutoring Services. This indemnity shall include all expenses and costs, including legal fees, incurred by Haay in dealing with any such claim.



  7. 7. SETTLEMENT
    7.1 Haay shall pay to Tutor the Tutor Fees.
    We shall provide a self-remittance invoice to You for Tutoring Services every two weeks setting out dates that you have worked for us during the preceding 2 weeks.
    7.2 In response to a Dispute, the Tutor will receive either no Tutor Fees or only part of the Tutor Fees as agreed by Haay and the Client.
    7.3 Tutor authorises Haay to self-bill for all the Haay Services.
    7.4 Haay shall be entitled to make any settlement payment to Tutor by BACS, to the Current Account of the Tutor (or to such other bank account as the parties agree in writing).



  8. 8. INTELLECTUAL PROPERTY
    8.1 When using the Haay Services to deliver the Tutoring Services, if You publish any UGC via the Site by way of e.g. delivering lessons, uploading text or images or videos or contributing to publicly accessible areas of the Site, You automatically grant:
    8.1.1 to Haay, a worldwide, non-exclusive, royalty-free, perpetual, transferable license (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the Haay Services, including without limitation the reproduction and sale of the UGC, or any part of it, and products incorporating the same for use by any person anywhere in the world including promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels;
    8.1.2 to each user of the Services whether registered as a Tutor or Client or not, a worldwide, non-exclusive, perpetual, royalty-free license to access Your UGC through the Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the Services and under the terms of this Agreement.
    8.2 “Publicly accessible” areas of the Site are intended by Haay to be those parts of the Site that are available to all of those visiting the Site whether registered on the Site or not.
    You acknowledge that the UCG uploaded by You to create Your Tutor profile shall be viewable by all users of the Site and be accessible via the worldwide web search engines.
    8.3 You acknowledge that all Tutorials that You deliver may be recorded and You agree to the storage and use of such Recordings by Haay.
    You hereby agree to waive any and all moral rights in and to all UGC.
    8.4 You agree that any UGC You use in the performance of Your Tutoring Services will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless You have a formal agreement or permission from the rightful owner, or are otherwise legally entitled to use the UGC in question and to grant the licenses referred to in clause 8.1.1 and 8.1.2.
    8.5 All Intellectual Property Rights in all Materials produced by You pursuant to using the Services shall be Your property.
    For the avoidance of doubt, this clause shall not cover any content communicated, posted or otherwise transmitted to the Site by any third party, including without limitation any material, communication, information or ideas so communicated, posted or otherwise transmitted by any Students or Tutors.
    8.5 You shall indemnify Haay against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Haay arising out of or in connection with any claim made against Haay for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with an claim by any third party including a Client that the Tutoring Services or UGC provided by You infringe its rights.
    8.6 If any third party makes a claim, or notifies an intention to make a claim, against Haay which may reasonably be considered likely to give rise to a liability under this indemnity (a Claim), Haay shall:
    8.6.1 as soon as reasonably practicable, give written notice of the Claim to You, specifying the nature of the Claim in reasonable detail;
    8.6.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of You (such consent not to be unreasonably conditioned, withheld or delayed) , provided that Haay may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to You, but without obtaining Your consent) if Haay reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;
    8.6.3 give You and Your professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Haay, so as to enable You and Your professional advisers to examine them and to take copies (at Your expense) for the purpose of assessing the Claim; and
    8.6.4 You shall give Haay sole authority to avoid, dispute, compromise or defend the Claim.
    8.7 If a payment due from You under this clause is subject to tax (whether by way of direct assessment or withholding at its source), Haay shall be entitled to receive from You such amounts as shall ensure that the net receipt, after tax, to Haay in respect of the payment is the same as it would have been were the payment not subject to tax.
    8.8 The Intellectual Property Rights contained on the Site or in the Haay Services cannot be used, modified, copied, distributed, adapted, altered, or in any way dealt with, without Haay’s written permission.
    8.9 You acknowledge that all Intellectual Property Rights in and relating to Haay Services and the Site are owned by Haay or Haay’s Licensors.



  9. 9. CLIENT RATINGS, FEEDBACK AND OTHER ACTIVITIES
    9.1 It is a feature of the Site and the Haay Services that the Client will leave Client Ratings.
    9.2 Where deemed necessary, Haay is entitled to carry out an investigation upon receipt of negative Client Ratings (rating of 1, 2 or 3 out of 5) or where a Tutor or a Client reports or raises any feedback, issues or concerns that they might have with the other at any time.
    9.3 Whether such feedback is complimentary or more akin to a Dispute, Haay will have full discretion as to whether they inform the other of such feedback.
    Where deemed necessary, Haay is entitled to carry out an investigation upon receipt of such feedback or comments and in exceptional cases, Haay is entitled to suspend or terminate Your Account or revoke the licence granted to the Tutor herein to use the Site and the Haay Services by termination under clause 12.
    9.4 Nothing in this Agreement shall prevent the Tutor from being engaged, concerned or from having any financial interest in any capacity in any other business, trade, profession or occupation during the Term of Engagement provided that such activity does not cause a breach of any of the Tutor’s obligations under this Agreement.



  10. 10. DATA PROTECTION AND PRIVACY
    10.1 In respect of any Personal Data as defined in the Data Protection Legislation processed by Haay and Tutor pursuant to these Tutor Terms, both parties warrant that they shall comply and will continue to comply with the Data Protection Legislation and any regulations made thereunder.
    10.2 Haay’s Privacy Policy and Cookie Policy apply to Your use of the Haay Services.
    10.3 Use of the Site is entirely at a Tutor’s own risk and You must exercise complete caution at all times when dealing with Clients and when entering into legally enforceable Contracts to provide Tutoring Services to a Client.



  11. 11. CONFIDENTIAL INFORMATION AND PUBLICITY
    11.1 The parties acknowledge that by reason of their relationship under this Agreement, they may from time to time disclose Confidential Information.
    11.2 Each party shall, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any Confidential Information which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party.
    Each party shall use its best endeavours to prevent the unauthorised disclosure of any such information.
    11.3 Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of the breach of the confidentiality obligations in this Agreement by the receiving party, (ii) is or has been independently acquired or developed by the receiving party without violating any of the confidentiality obligations in this Agreement, (iii) was within the receiving party’s possession prior to it being furnished to the receiving party by or on behalf of the disclosing party, or (iv) is received from a source other than the disclosing party; provided that, in the case of (iii) and (iv) above, the source of such information was not known by the receiving party to be bound by a confidentiality obligation to the disclosing party or any other party with respect to such information.
    11.4 The terms of this Agreement are confidential and may not be disclosed by one party without the prior written consent of the other party.
    11.5 On termination or expiry of this Agreement, You shall immediately return all Confidential Information in Your possession together with all copies thereof; or, if required to do so, destroy all Confidential Information in Your possession, custody or control by shredding or incinerating the same and/or irretrievably deleting the same if stored on electronic or magnetic media and certify to Haay that this has been done.



  12. 12. TERMINATION AND SUSPENSION
    12.1 These Tutor Terms shall commence on the date you sign up to the Site and shall continue unless terminated by Haay pursuant to clause 12.2.
    12.2 Haay may suspend this Agreement and Your access to the Site and the Haay Services immediately by serving written notice on or if:
    12.2.1 any information provided by You is found to be untrue, inaccurate, out-of-date, or incomplete;
    12.2.2 Your rating by Clients is deemed by Haay (acting reasonably) to be unsatisfactory;
    12.2.3 You act in any way that has brought, or could bring, Haay in to disrepute;
    12.2.4 You are convicted of a criminal offence or are the subject of any investigation, which may in Haay’s opinion impact Student safety;
    12.2.5 You are in material breach of this Agreement;
    12.2.6 You do not use the Site or Haay Service for a one (1) week long continuous period of inactivity.
    12.3 If we suspend Your use of the Site under clause 12.2 above, we will include in our notice of suspension to you the full details of the reason for such suspension in writing by email.
    You may contact us to discuss any of the issues raised in such notice by the methods set out on the Site.
    12.4 Without prejudice to clauses 12.2 or 12.3 Haay may terminate this Agreement by giving You 7 days written notice if:
    12.4.1 You commit a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
    12.4.2 You are deemed either unable to pay your debts or as having no reasonable prospect of so doing so;
    12.4.3 You die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation; or
    12.4.4 You do not use the Site or Haay Service for a one (1) weel long continuous period of inactivity, after we have served you written notice as set out above.
    12.5 You have repeatedly breached any of the terms of this Agreement, we may immediately terminate this Agreement with you by serving written notice.
    12.6 Either Party may terminate this Agreement for convenience without compensation by 30 days Written Notice on the other.
    12.7 In the event of termination, You will be entitled to receive payment of Tutor Fees for all Tutoring Services already successfully delivered and which are not the subject of a Dispute as at the date of termination.
    12.8 Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.
    12.9 If we suspend this or terminate this Agreement with you, Haay may deactivate Your Haay Login and Account promptly.



  13. 13. WARRANTIES AND INDEMNITIES
    13.1 As Tutor, You hereby warrant, represent and undertake to Haay that:
    13.1.1 You are at least eighteen (18) years of age and You have the necessary qualification or experience to provide the Tutoring Services in the subject(s) You offer in Your profile on the Site;
    13.1.2 You are personally responsible for the information posted by You on the Site and submitted to Haay which includes any pre contractual information, and which shall be accurate and up-to-date;
    13.1.4 You are self-employed and responsible for Your own income tax, national insurance and other liabilities payable and as further referred to in clause 6;
    13.1.5 You are wholly responsible for the appropriateness and the content of any UGC used and/ or submitted by You during Your Term of Engagement;
    13.1.6 You will comply with all the Tutor obligations set out at clause 4;
    13.1.7 You will only ever contact a Client via the Site;
    13.1.8 You agree at all times to comply with the provisions of the Data Protection Legislation;
    13.1.9 in providing or offering Your Tutoring Services via the Site and using the Haay Services, You are complying with all applicable laws, regulations and codes of practice including, but not limited to, relevant legislation for the protection of businesses and consumers alike and which regulate the activities of the online environment;
    13.1.10 You are not prevented from working with children and Your name does not appear in either of three lists of individuals who are barred from working with children (PoCA list) or with vulnerable adults (PoVA list).
    13.2 You shall indemnify and hold harmless Haay (and any Haay Client as the case may be) on demand, and shall keep Haay (and any Haay Client) fully and effectively indemnified against any and all Losses arising out of or in connection with:
    13.2.1 any breach of these Tutor Terms or breach of obligation or warranty by the Tutor or the acts or omissions of a Tutor (other than and to the extent that any losses arise directly from breach of these Tutor Terms by Haay or by Haay’s negligence); and
    13.2.2 any and all claims, complaints or legal proceedings instigated by a Client against Haay relating to the Tutoring Services.



  14. 14. LIMITATION OF LIABILITY
    14.1 You agree that subject to clause 14.3 and 14.4, We shall in no circumstances be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from Your use of the Site or the Haay Services.
    14.2 Our liability to You whether in contract, tort or otherwise shall in no circumstances exceed the total Tutor Payments earned by You in respect of Tutoring Services provided by You using the Haay Service and Site in the twelve (12) months preceding the date on which such liability arose.
    14.3 Nothing in the agreement limits any liability which cannot legally be limited, including but not limited to liability for:
    14.3.1 death or personal injury caused by negligence;
    14.3.2 fraud or fraudulent misrepresentation; and
    14.4 Except as expressly set out in this Agreement, Haay gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.



  15. 15. DISPUTES
    15.1 Negative feedback (rating of 1, 2 or 3 out of 5) reported to Haay by Clients via the Site may be investigated.
    15.2 The parties agree that they shall attempt in good faith to resolve any Dispute or claim promptly through negotiations between You and an officer of Haay.
    Haay will use all reasonable endeavours to provide a written response via email to any issue raised by a Client or a Tutor via the Site within fourteen (14) days. Haay reserves the right to inform a Tutor or a Client respectively of any Dispute raised against them and to provide them with a copy of any response provided by Haay.
    15.3 During the Term of Engagement, You must inform Haay immediately if You become aware of any Dispute or potential Dispute between a Client and You and/ or Haay in connection with the provision of the Tutoring Services.
    15.4 You agree to cooperate fully with Haay in resolving any Dispute with a Client.
    15.5 Haay reserves the right to suspend Your Account in accordance with clause 12.1 while an investigation is conducted.
    15.6 Your Account may be reactivated once an investigation has been completed.
    15.7 In the event of a Dispute prior to receipt of Tutor Fees, Haay reserve the right to withhold Tutor Fees in accordance with clause 7.3 until the Dispute has been resolved.
    15.8 The outcome of any Dispute instigated by a Client is entirely at the discretion of Haay (acting reasonably).



  16. 16. GENERAL
    16.1 Assignment: You shall not, without the prior written consent of Haay, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Tutor Terms.
    Haay may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Tutor Terms.
    16.2 Enforceability: If any one or more of the provisions of these Tutor Terms should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired and the parties shall amend these Tutor Terms to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.
    16.3 Entire Agreement: These Tutor Terms together with our Privacy Policy, the Cookie Policy and the Terms of Service constitutes the entire agreement between You and Haay in relation to Your use of the Site and the Services and supersedes any prior representations, inducements or agreements relating to its subject matter.
    Each of the parties acknowledge and agree that in entering into the terms of this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement other than as expressly set out in this Agreement.
    16.4 Status: The Tutor and Haay are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created and neither shall have any authority to bind the other in any way.
    This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Tutor shall be fully responsible for any income tax, national insurance and social security contributions.
    16.5 Haay keep our Terms under regular review.
    These Tutor B2C terms were last updated in 7th July 2021.



  17. 17. GOVERNING LAW
    This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.



  18. 18. JURISDICTION
    The courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).