Terms of Business
Last Updated: 02.11.2020
1.1. Spirit Mountain Ltd (company number 12784521) (we and us) is a company registered in England and Wales and our registered office is at Flat 5 30 St. James's Place, London, England, SW1A 1NR (Company, we, us, our).
1.2. We operate the website www.spiritmountain.co.uk.com including any subdomains thereof, and any other websites through which we make our services available to you (Website)
1.3. These Terms of Business govern your access to and use of the Website and any system through which you book and pay for products and services (System).
1.4. The Website and the System together are hereafter referred to as our platform (Platform).
1.5. Please read these Terms of Business carefully, as they contain important information about your legal rights, remedies and obligations. They will tell you who we are, what type of services we will provide to you, the scope our services, the
scope coaching services, how these will be provided to you, and how we may change these terms or end the contract with you, what to do if there is a problem and other important information.
1.6. In accordance with the Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013 we must provide you with certain information so that a valid and legally binding agreement can be established
between you and us or you and the Teacher. This required information is set out in these Terms of Business.
1.7. As a consumer, you have legal rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013. Nothing in these Terms will affect these legal rights.
1.8. By accessing or using our Platform you agree to comply with and be bound by these Terms of Business. If you do not agree to these Terms of Business, you must not use our Platform or book the services.
1.9. We recommend that you print or save a copy of these Terms of Business for future reference.
1.10. By using the Platform, you agree to uphold our Platform Safety Standards. We have zero tolerance approach to bullying, harassment, discrimination, nudity and obscenity. You understand that your access to the Platform will be banned
without any notice to you if you breach our Platform Safety Standards.
2. Our Contract with you
2.1. The coaching services are provided to you directly by the Teachers through private sessions (see clause 4) who are independent contractors and who use the Platform to advertise their coaching services (Coaching Services). For the avoidance of doubt, we do not own, create, sell, resell, provide, control, manage, offer, deliver, or supply Coaching Services. Coaching Services are supplied to you by the Teachers directly and by purchasing Coaching Services you will be entering into a separate contract with the Teacher. For more information please see clause 4.
2.2. The functionality within our Platform which allows you to book and pay for Coaching Services by using our Platform is provided by us. (Booking Services). A legal agreement between you and us for the Booking Services will come into effect when you start using the Platform.
2.3. In addition to Booking Services we also provide courses which you can purchase on our Platform (Courses). A legal agreement, between you and us for the Courses will come into effect when you purchase one of our advertised Courses on our Platform and we confirm our acceptance of your offer. For more information please see clause 5.
2.4. These Terms of Business govern Booking Services, purchase of Courses and constitute a legally binding agreement between you and us. These Terms of Business also govern the provision of Coaching Services and constitute a legally binding agreement between you and the Teacher. You should read these Terms of Business before you use this Platform, use our Booking Services to book Coaching Services or purchase Courses from us.
2.5. These Terms of Business will be made only in the English language.
2.6. No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification or other document shall form part of these Terms of Business unless expressly otherwise stated in these Terms of Business.
2.7. You must be at least 18 years old and be able to enter into legally binding contracts to access and use the Platform or create a user profile. By accessing or using the Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
3. Booking Services
3.1. The Booking Services include our assistance with booking the Coaching Services, payment facilities, provision of customer services in relation to the Coaching Services and acting as an intermediary in an unfortunate event of a dispute between you and the Teacher in relation to the Coaching Services.
3.2. Due to the nature of the Platform, we cannot guarantee the continuous accessibility and uninterrupted availability of Booking Services. We may also restrict availability of certain areas or features of the Platform. We may also change, modify, enhance, improve, restrict and introduce new Booking Services from time to time or introduce other services supplied by other providers.
3.3. Before you are able to access and use certain features of the Platform, you must create a user profile on our Platform.
3.4. In order to create a user profile, you will need to use an email address and will be required to create a password.
3.5. You may not register more than one user profile unless we expressly authorise you to do so.
3.7. It is your responsibility to ensure that you maintain the confidentiality and security of your user profile credentials and do not disclose them to any third party unless authorised to do so. You must immediately notify us if you know or have any reason to suspect that your information or your log in details have been lost or stolen, compromised or misappropriated.
3.8. You may not assign or otherwise transfer your user profile to another party.
3.9. You are liable for any and all activities conducted on your user profile unless such activities are not authorised by you or you are not otherwise negligent including but not limited in your failure to inform us of any potential or actual unauthorised use of your user profile or loss of your credentials.
3.10. Once you have created a user profile, you will be able to book Coaching Services and purchase Courses.
4. Coaching Services
4.1. Teachers register on our Platform as independent contractors and are not our partners or employees and should not be construed as such. We are agents of the Teachers only in the limited capacity in relation to the payments as defined in paragraph 7.
4.2. When providing the Coaching Services Teachers must comply with Terms of Service.
4.3. In order to register on our Platform, the Teacher will undergo our verification process. The verification process involves us requesting the Teacher to supply us with the copy of the ID, proof of address supply evidence of relevant qualification or experience. (Verification Process).
4.4. Whilst all the Teachers go through the Verification Process, the provision of the Coaching Services booked through our Platform is the responsibility of the Teacher and we are not involved or responsible for the actual provision of the Coaching Services. It is the Teachers responsibility to ensure the existence, the truth or accuracy of Coaching Services descriptions, quality, safety, suitability and legality of the Coaching Services.
4.5. Whilst our Verification Process is obligatory and applicable to all Teachers who register on the Platform, we do not endorse any Teacher and any references to a Teacher being "vetted" or going through Verification Process (or similar language) only indicate that the Teacher has completed the Verification Process and our reasonable inspection of the validity of documents supplied and nothing else. Any such description is not an endorsement, certification or guarantee by us about the Teacher.
4.6. Teachers may be based outside of England and Wales. It is the Teachers’ responsibility to ensure the existence, the truth or accuracy of Coaching Services descriptions, quality, safety, suitability and legality of the Coaching Services.
4.7. While we may help facilitate the resolution of disputes, we have no control over and do not guarantee:
4.7.1. the existence, quality, safety, suitability, or legality of any of the Coaching Services;
4.7.2. the truth or accuracy of any Service descriptions or other information provided to you by the Teacher;
4.7.3. the performance or conduct of any third party.
4.8. To promote the Platform and to increase the exposure of Coaching Services to potential Users, we may display the Coaching Services on other websites, in applications, within emails, and in online and offline advertisements.
4.9. Once you have paid for Coaching Services you will be provided a facility to reserve the Coaching Services (Session).
4.10. Any advertisement of the Coaching Services will constitute an invitation to treat. 4.11. Your purchase of the Coaching Services and booking of the Session will constitute an offer.
4.12. You will receive a booking confirmation for the session booked once the Teacher accepts your reservation for the Session. It is at this point that a contract between you and the Teacher for the provision of the Coaching Services will
come into force.
4.13. If the Teacher is unable to provide you with Coaching Services for any reason, we will inform you of this as soon as possible and we will not process your order. If you have already paid for the Coaching Services, we will refund you the full amount within 7 days.
4.14. Non acceptance of the order may be a result of one of the following:
4.14.1. The Teacher is unable to provide you with Coaching Services due to them being available;
4.14.2. The Teacher deems that it would be a conflict of interest;
4.14.3. We are unable to collect your payment;
4.14.4. There was an error in the pricing or identification/description of the Coaching Services; 4.14.5. There is an active dispute between us and the Teacher;
4.14.6. You are unable to meet eligibility to order criteria.
4.14.7. We have reason to suspect fraudulent activity.
4.15. Any text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available
within the Session constitute session content (Session Content).
4.16. Once your Session has been confirmed you must be available on the date and at the time of the Session booked.
4.17. If you are late for your Session less than 15 minutes you will be able to continue with the Session however no extension of time will be granted, and you will be charged for the whole Session.
4.18. If you are late for your Session by 15 minutes or more, your Session will automatically terminate, and you will be charged for the full Session.
4.19. Although our Teachers are subject to strict rules in respect of non-attendance or lateness, in an unfortunate event that your Teacher is unable to attend the scheduled Session, you will be able to reschedule the Session to another date/time and you will not be charged for the Session that was missed.
4.20. If your Teacher is late for the Session less than 15 minutes, your Session will continue but you will be refunded the portion of the fee for the time of the Session that was missed. You must therefore wait at least 15 minutes if your Teacher is late. If your Teacher is late for 15 minutes or more, your Session will automatically terminate, and you will be able to book another Session.
4.21. If you are unhappy with the Coaching Services provided, we ask that you notify the Teacher or us immediately so that this can be addressed.
4.22. If you believe that the Teacher does not comply with the Platform Safety Standards, we ask that you report the Teacher to us immediately.
4.23. Sessions are non-transferrable to other users.
4.24. You may amend the booking for the Session at any time before you receive a Booking Confirmation.
4.25. If you have received a booking confirmation, you may amend or cancel the booking for your Session, but you must do so at least 24 hours before your booked Session is due to commence. Any Sessions that are cancelled with less than 24 hours’ notice will be charged for in full.
4.26. As we do not provide the actual Coaching Services, we make no warranty as to the completeness, accuracy, availability, timeliness, security or reliability of the Coaching Services.
4.27. We will take all reasonable care to ensure that all details, descriptions and fees in respect of the Coaching Services that appear on our Platform are correct. Although we aim to keep the Platform as up to date as possible, the information appearing on our Platform may not always reflect the availability of the Coaching Services.
5.1. The listing of the Courses on our Website is an invitation to treat only.
5.2. Once you have placed your order for the Course, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted.
5.3. Our acceptance of your order takes place when we send the email to confirm that we have received your order and that we accept it, at which point the contract between you and us will come into existence for the provision of Courses.
5.4. We will make the Courses available for you to watch as soon as we accept your offer.
5.5. If we are unable to provide you with the Course for any reason, we will inform you of this as soon as possible and we will not process your order. If you have already paid for the Course, we will refund you the full amount within 7 days.
5.6. Non acceptance of the order may be a result of one of the following:
5.6.1. The Course is no longer available;
5.6.2. We are unable to collect your payment;
5.6.3. There was an error in the pricing or identification/description of the Course;
5.6.4. There is an active dispute in respect of Intellectual Property of the Course; 5.6.5. You are unable to meet eligibility to order criteria.
5.6.6. We have reason to suspect fraudulent activity.
5.7. Any text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available within the Courses constitute our
content (Course Content)
5.8. We will take all reasonable care to ensure that all details, descriptions and fees in respect of the Courses that appear on our Platform are correct. Although we aim to keep the Platform as up to date as possible, the information appearing on our Platform may not always reflect the availability of the Courses.
6. Third Party Websites
6.1. Our Platform may contain links to third party websites or resources (Third-Party Services). Such Third-Party Services may be subject to different terms and conditions as well as different Privacy Policies. We are not liable or responsible for the contents, availability or accuracy of such Third Party Services, or products or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by us of such Third-Party Services.
7. Payments & Fees
7.1. The use of the Platform for all users is free and there are no fees payable by you for the use of the Platform.
7.2. The payments referred to within these Terms of Business are for Courses (Course Fees) and for the Coaching Services (Coaching Fees). Course Fees and Coaching Fees together are referred to as Fees (Fees).
7.3. You will be able to purchase the Courses and Coaching Services on a pay as you go basis. You may also be able to use our subscription services as advertised at the time of booking.
7.4. All the Fees will be displayed or communicated to you before you make the booking. We will take all reasonable care to ensure that the Fees quoted are correct.
7.5. It is always possible that, despite our reasonable efforts, Courses or Coaching Services may be incorrectly priced. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could
reasonably have been recognised by you as a mispricing, we may cancel the contract for Courses or Coaching Services and refund you any sums you have paid.
7.6. The Fees quoted will be in GBP. Payments must be made to us in GBP and any refunds will only be issued by us in GBP. We do not accept liability for fluctuations in the exchange rate, which may affect the price or the refund.
7.7. We may change the Fees at any time without any notice to you, but changes will not affect any order that already has been accepted.
7.8. Depending on the laws of the jurisdiction involved, VAT may be charged on certain Courses and Coaching Services. The Fees quoted will be inclusive of VAT charges when applicable.
7.9. You must pay all amounts due in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax if and as required by law).
7.10. The payments made through the Platform (Payment Facility) are processed by a third-party payment services provider (Payment Provider). We take reasonable care to ensure that the Payment Facility is available and functioning at all times but cannot guarantee continuous or uninterrupted access to it. We cannot also guarantee that the Payment Facility is virus or error free.
7.11. Access to the Payment Facility may also be occasionally restricted to allow for repairs, investigations, maintenance or the introduction of new facilities or services. Access to Payment Facility may also not be available if we are in the process of changing the Payment Provider. We will, where possible, aim to provide you with reasonable notice of any scheduled interruptions to
such Payment Facility and will endeavour to restore and make such facility available to you as soon as reasonably practicable.
7.13. When booking the Coaching Services, you understand that the Fees will be collected by us on behalf of the Teacher. All payments for Coaching Services must be made in advance before you use the Coaching Services. Our receipt of the correct payment from you for the Coaching Services will discharge your debt to the Teacher.
7.14. You understand and agree that the Booking Services, Courses, and Coaching Services are provided to you on an ‘as is’ and ‘as available’ basis. If however we are unable to provide Booking Services or Courses, or if you are not supplied the Coaching Services in accordance to these Terms of Business we will refund you the Fees paid for the affected Courses or Coaching Services.
8. Your right to cancel the contract
8.1. You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how it was performed and when you decide to end the contract.
8.2. If you are ending a contract for a reason set out at 8.2.1 to 8.2.5 below, the contract will end immediately and we will refund you in full the Fees which you have paid for the services not yet provided. The reasons are:
8.2.1. we have told you about an upcoming change to the Booking Services, the Courses or Coaching Services or these Terms of Business which materially affect the provision of them and which you do not agree to;
8.2.2. we have told you about an error in the price or description of the Courses or Coaching Services and you do not wish to proceed;
8.2.3. there is a risk that supply of Courses or Coaching Services may be significantly delayed because of events outside our control;
8.2.4. we have suspended supply of the Courses or Coaching Services or notify you we are going to suspend them; or
8.2.5. you have a legal right to end the contract because of something we have done wrong.
8.3. In accordance to Consumer Contract Regulations 2013, you are entitled to certain cancellation rights when you purchase goods or services at a distance (email, phone, website) or off our premises. As the Courses and the Coaching Services are purchased at a distance you have the right to change your mind, provided that you exercise your right no longer than 14 days after the day on which we have confirmed the acceptance of your order (Cooling Off Period).
8.4. When exercising your right to change your mind it is important that you understand the following:
8.4.1. that your right to change your mind does not apply to Courses after you have downloaded them or started to stream them;
8.4.2. that your right to change your mind does not apply to Coaching Services, once these have been completed, even if the cancellation period is still running;
8.4.3. that your right to change your mind does not apply if we delivered any other digital content to you immediately, and you agreed to this when ordering;
8.4.4. Coaching Services that we have started but not yet completed. In this case if you cancel after the Teacher commenced to provide the Coaching Services, you will need to pay for the Coaching Services provided up until the time you tell us you have changed your mind.
8.5. You will normally need to wait for the Cooling Off Period to expire before you book any of the Sessions. By booking the Sessions that fall within the Cooling Off Period you agree that this
constitutes your express request that Coaching Services are provided to you within the Cooling Off Period. It is important that you understand, that if you book and take any sessions during the Cooling Off Period, your right to cancel under the Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013 may be affected, see clause 8.4.2 and 8.4.4.
8.6. If you wish to cancel a contract with us, you must inform us of your decision to cancel your contract by a clear statement, including details of your name, address, details of the order you wish to cancel and, where available, your phone number and email address so that we can identify your order. To end the contract with us, please let us know by doing one of the following:
8.6.1. Phone or email. Call Customer Services Team on [TELEPHONE] or email us at [EMAIL].
8.6.2. Online. Complete the cancellation form on our website by clicking here.
8.6.3. By post. Complete the cancellation form (attached) and post it to us at the address on the form. Or simply write to us at [POSTAL ADDRESS] including details of what you bought, when you ordered or received it and your name and address.
8.7. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
8.8. Any refunds that are due to you will be processed within 7 days from the date we have received your cancellation notice.
9. Your Obligations
9.1. In your use of the Platform it is your responsibility to ensure that:
9.1.1. when submitting your booking for the session, you check it carefully to ensure that information and booking details are complete and accurate;
9.1.2. when using the Platform, you follow all the instructions and procedures and comply with our Platform Safety Standards;
9.1.3. you comply with all applicable laws, including health and safety laws;
9.1.4. when using the platform, you have access to good quality internet connection; 9.1.5. comply with any additional obligations as set out in these Terms of Business; and
9.1.6. comply with any reasonable instructions of the Teacher and treat the Teachers with courtesy and respect.
10. Platform Safety Standards
10.2. In your use of the Platform or in relation to the booking and provision of the Coaching Services, it is your responsibility to ensure that you will not and will not assist or enable others to:
10.2.1. breach these Terms of Business, applicable regulations and laws and agreements with third parties;
10.2.2. use this Platform to advertise your services or any other commercial or other purposes that are not expressly permitted by these Terms of Business;
10.2.3. use this Platform in a way that falsely implies our endorsement or otherwise misleads others as to your relationship with our Platform;
10.2.5. distribute unsolicited commercial messages;
10.2.6. distribute sexually explicit material or offer any related services;
10.2.7. use the Platform to request or make a booking which is independent from the Platform or to obtain the details of the Teacher for commercial or any other purposes;
10.2.8. accept, request or make any payment for the Coaching Services directly to the Teacher. If you do so you understand and acknowledge that you will be in breach of these terms and that you accept all the risks associated with this transaction;
10.2.9. engage in any abusive or disruptive behaviour towards our staff, other members or Teachers;
10.2.10. discriminate against or harass our members of staff, Teachers or any other users of the Platform on the basis of gender, gender identity, physical and mental disability, medical condition, marital status, age, sexual orientation and/or race;
10.2.11. use, copy or exhibit the material and content of the Platform without our express written permission;
10.2.12. do anything that would damage or adversely affect the functionality and performance of the Platform, or that could damage or adversely affect the functionality and performance of the Platform;
10.2.13. contact the Teachers for any purpose other than in relation to the Coaching Services;
10.2.14. contact the Teachers to solicit them to offer Coaching Services to third party parties or on third party websites, applications, platforms or join third parties that offer same or similar services;
10.2.15. use the Platform for any other immoral purposes;
10.2.16. copy or record the Course Content or the Session;
10.2.17. share your user account details with any other person or allow any other person to benefit from the Coaching Services or Course Content.
10.3. If you commit any breaches under the paragraphs 10.2.1 to 10.2.17 or any other provisions of these Terms of Business (Your Default) we will be entitled to suspend all services or your access to the Platform until you remedy Your Default. We may also rely on Your Default to relieve us from the performance of the Booking Services. We will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform our services under those circumstances.
11. Data Protection
11.2. We shall take reasonable steps to ensure the reliability of all our employees who have access to the Personal Data.
11.3. Please note that we will share only strictly necessary information with your Teacher when you book your Session. Any information that you share with the Teacher during the Session, will be processed by us in accordance to our Privacy
11.4. Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
11.5. We warrant that, having regard to the state of technological development and the costs of implementing any measures, we will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to (i) the harm that might result from such unauthorised or unlawful processing or accidental loss; (ii) destruction or damage and (iii) the nature of the data to be protected, and take reasonable steps to ensure compliance with those measures.
12. Disputes between you and Teacher
12.1. In an event of dispute, you agree to cooperate with and assist us in good faith and provide information and evidence as required by us and take such actions as may be reasonably requested by us.
12.2. The Teachers will perform the Coaching Services with reasonable skill and care. The Teacher must also perform the Coaching Services in line with information provided concerning the Coaching Services.
12.3. If the Coaching Services are not provided to you in accordance to paragraph 12.2, in accordance with the Consumer Rights Act 2015 you may be entitled to a repeat performance of the Coaching Services.
12.4. Given the nature of the Coaching Services, you undertake to inform us within 24 hours if you believe that the Teacher has failed to perform the Coaching Services in accordance with paragraph 12.2 or if you are otherwise unhappy with the Coaching Services.
13. Limitation of our Liability
13.1. The availability and use of the Platform is on an 'as is' and 'as available' basis.
13.2. As the Coaching Services are carried out by the Teachers and not us, we are not responsible or liable to you for the actual Coaching Services that are booked through the Platform.
13.3. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to
use reasonable care and skill[, but we are not responsible for any loss or damage that is not foreseeable]. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.4. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the services which we must supply to you with reasonable skill and care.
13.6. We are not liable for business losses. We only supply our services for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14.1. You may terminate this agreement at any time by deleting your user profile.
14.2. We may terminate this Agreement at any time. If we exercise our right to terminate the Agreement under this paragraph 14.2 we will refund fees for the Courses and Coaching Service not yet used, downloaded or streamed.
14.4. If you or we terminate this Agreement, the paragraphs of these Terms of Business that reasonably should survive the termination of the Agreement will remain in effect.
15. Communication between us
15.1. When we refer to "in writing" in these Terms of Business, this includes email and any communication that is sent through the Platform.
15.2. Any notice or other communication given by one of us to the other under or in connection with these Terms of Business must be in writing. A notice or other communication is deemed to have been received at the time it was actually received by us.
15.3. In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
15.4. The provisions of this paragraph will not apply to the service of any proceedings or other documents in any legal action in which case normal service procedures will apply.
16. Assignment and Transfer
16.1. We may without restriction assign, transfer or delegate our rights and obligations under these Terms of Business to another entity but will always notify you at least 30 days before we do so in writing. You will be able to terminate our agreement if you will not agree with such assign, transfer or delegation.
16.2. You may not assign, transfer or delegate the Booking Services or your agreement with us and your rights and obligations under these Terms of Business without our prior written consent.
17.1. We reserve the right to change these Terms of Business at any given time.
17.2. We may change these Terms of Business from time to time by posting a revised version of it on our website. You will be able to see the most up to date version of the Terms of Business and the date and time of when these Terms of Business have become effective will be available at the top of the website page where these Terms of Business are available.
17.3. Unless we have to do so without notice to comply with legal or regulatory requirements, we will confirm the date when the revised Terms of Business come into effect (Effective Date) and will provide you with at least 30 days' written prior notice of the Effective Date of the revised Terms of Business.
17.4. We may post the notice of the updated Terms of Business on our website and/or we may notify you of the change by e-mail, to the e-mail address you have used to register your user profile on the Platform. We will also confirm the effective date of the Terms of Business and your right to terminate the Agreement if you are unhappy with the change of the Terms of Business.
17.5. If you access or use our Platform or do not terminate your agreement before the Effective Date you will be considered as having consented to all the changes to the Terms of Business and your use and access of the Platform will constitute acceptance of the revised Terms of Business.
17.6. If you disagree with the revised Terms of Business, you will be able to terminate this agreement. If you do not agree with the revised terms you must not use the Platform. If you do not agree to the changes in the Terms of Business, you will be able to close your account at any time.
18. General Terms
18.1. Except as they may be supplemented by additional terms and conditions expressly to which these Terms of Business refer, policies, guidelines or standards, these Terms of Business constitute the entire Agreement between us and you pertaining to the provision of Booking Services and supersede any and all prior oral or written understandings or agreements between you and us in relation to the access to and use of the Platform.
18.2. Unless it expressly states otherwise, these Terms of Business do not give rise to any rights to third parties under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Business.
18.3. These Terms of Business, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18.4. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of
18.5. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Platform.
18.6. If any provision or part-provision of these Terms of Business is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted.
18.7. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of these Terms of Business.
18.8. If we do not insist that you perform any of your obligations under these Terms of Business, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations unless acknowledged and agreed by us in writing. Except as expressly set forth in these Terms of Business, the exercise by either party of any of its remedies under these Terms of Business will be without prejudice to its other remedies under these Terms of Business or otherwise permitted under law.
19.1. To the maximum extent permitted by law, you agree to release, defend, indemnify us, our affiliates and subsidiaries, including but not limited to our officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:
19.1.1. your breach of these Terms of Business;
19.1.2. your improper use of the Platform;
19.1.3. your failure to comply with the Platform Safety Standards;
19.1.4. your improper interaction with Teacher or any other user on the Platform;
19.1.5. your breach of any laws, regulations or third-party rights
including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use.
19.2. This indemnification obligation according to this paragraph 19 applies only if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of a contractual obligation.
20.1. We welcome and encourage you to provide feedback, comments and suggestions of how we can improve our Platform. You may submit feedback. By submitting your feedback or suggestions you grant as a non-exclusive, worldwide, royalty free, irrevocable sub licensable, perpetual license to use and publish those ideas for any purpose. You undertake and understand that if we do so there will be no compensation due to you and that any feedback submitted by you to us is non-confidential and not proprietary material to you.