Clients Terms and Conditions

1. INTRODUCTION

  1. Apex Academic Centre (Pty) Ltd offers a service to introduce Tutors and Students to each other for Tutors to provide Lessons to Students.
  2. By entering into this Agreement, the Client appoints Apex Academic Centre (Pty) Ltd to provide the Services to the Client on the terms and conditions set out in this Agreement.
  3. In this Agreement, the following definitions apply:
    1. “Agreement” means this agreement and any annexures or schedules to this Agreement, Apex Academic Centre (Pty) Ltd’s privacy policy;
    2. “Client” means a Student who is 18 (eighteen) years old or older or, in the case of a Student who is under the age of 18 (eighteen) years old, a Parent of the Student or any legal entity or other adult, who enters into this Agreement to use the Services;
    3. “Fees” mean the amounts payable by the Client for the Lessons;
    4. “Lesson Package” means a number of Lessons purchased by the Client as a package;
    5. “Lesson Schedule” means the register signed by the Client acknowledging that the Lesson has occurred;
    6. “Lessons” means each session in the Lesson Package that a Student receives from a Tutor;
    7. “Parent” means the person acting on behalf of the Student, such as a parent or guardian or carer or other party of the Student where the Student is under the age of 18 (eighteen) who is responsible for such Student and is legally authorised to act on the Student’s behalf;
    8. “Services” means the services as further described in clause 2 below;
    9. “Student” means the person receiving the Tutoring Services from the Tutor;
    10. “Apex Academic Centre (Pty) Ltd” means:
      1. Apex Academic Centre Proprietary Limited (South African registration number 2021/689399/07), a private company incorporated under the company laws of the Republic of South Africa, with its registered address situated at 364 Jan Smuts Avenue, Craighall, Johannesburg, Gauteng, 0219; email admin@apexacademiccentre.co.za; and
    11. “Tutor” means the tutor that will provide the Lessons to Students.

2. THE SERVICES

  1. Apex Academic Centre (Pty) Ltd shall provide the following Services:
    1. Sourcing of appropriately qualified Tutors and proposing a suitable Tutor to the Client for the Student’s tutoring needs;
    2. The sale of Tutoring Packages on behalf of Tutors;
    3. Introducing Tutors to Clients for Tutors to provide the Lessons;
    4. Coordinating Lesson scheduling;
    5. Administrating and facilitating regular progress feedback reports by Tutors;
    6. Replacing Tutors for future Lessons if required;
    7. Collecting the Fees from Clients;
    8. Attending to any other reasonable administrative services for purposes of the Tutor providing the Lessons to the Student; and

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3. RELATIONSHIP BETWEEN APEX ACADEMIC CENTRE AND TUTORS

  1. The Client acknowledges that Apex Academic Centre (Pty) Ltd does not represent itself as a school nor does it provide the Lessons. Tutors are independent contractors and Apex Academic Centre (Pty) Ltd acts as an agent for Tutors to facilitate the relationship between the Tutor and the Client for the provision of Lessons to Students.
  2. Apex Academic Centre (Pty) Ltd is commissioned by Tutors to represent and support them, which representation includes Client-related support, negotiation of Fees, management of logistics, facilitation of value-added services and collection, holding, and releasing of Fees payable to the Tutor, according to an agreement between the Tutor and Apex Academic Centre (Pty) Ltd.

4. CONSENT REQUIRED FOR MINORS

  1. Any Student under the age of 18 (eighteen) years requires the consent or assistance of a Parent to legally enter into this Agreement.
  2. Apex Academic Centre (Pty) Ltd accepts no responsibility for invalid consent being provided by a Client. Any legal action taken against a minor as a result of their use of the Services or the Lessons is independent from Apex Academic Centre (Pty) Ltd and Apex Academic Centre (Pty) Ltd will not be a party to any such legal action.

5. FEES AND PAYMENT

  1. Fees. The Client agrees to pay the Fees for the Lessons that will be provided in terms of the Lesson Package purchased. Apex Academic Centre (Pty) Ltd collects payment on behalf of the Tutors and will provide the Client with the details setting out the number of Lessons that have been scheduled with a Tutor and the relevant cost.
  2. Payment. Tuition fees are payable in advance in the amounts quoted by Apex Academic Centre (Pty) Ltd for the relevant Grade and educational plan. All payments must be made in South African Rands without deduction or set off.
  3. Any failure by a client to attend a session shall not reduce liability of paying fees except with a written consent at the sole discretion of the institution.
  4. Manner of payment. All Fees must be paid to Apex Academic Centre (Pty) Ltd only who receives payment on behalf of Tutors. Apex Academic Centre (Pty) Ltd will advise the Client on the relevant payment details and payment methods available, which may include:
    1. Credit or debit card
    2. Debit orders, provided that the Client agrees to a fixed number of Lessons per month and completes the necessary debit order mandate;
    3. Electronic funds transfer (EFT), provided that the Client makes payment of the Fees upfront; and
    4. Any other payment method made available by Apex Academic Centre (Pty) Ltd.
  5. Debit orders and Recurring Billing. Where a debit order or recurring billing is used to pay the Fees, the Client will receive the agreed number of Lessons every month until the debit order or recurring billing is cancelled. In the event that the agreed number of Lessons are not used in a particular month, the Client and Apex Academic Centre (Pty) Ltd shall agree to suspend the Lessons and carry the Lessons forward to be used by the Client in the future in terms of clause 7.3 and subject to the terms of this Agreement.
  6. Changes to Fees. The Fees may change from time to time on 30 (thirty) days’ notice. Fee changes will not affect or change Lesson Packages already paid for.
  7. Taxes. All Fees include Value Added Tax in terms of the Value Added Tax Act 89 of 1991. To the extent allowed under applicable laws, the Client is responsible for any other applicable taxes.
  8. Third party payment gateways. If you pay the Fees through a third party payment gateway, you will be required to agree to the terms and conditions stipulated by any such third party and agree to pay any fees that may be charged by the third party.
  9. Under no circumstances will Apex Academic Centre (Pty) Ltd be responsible for any fees incurred by you to any third parties.
  10. Additional charges. If you cancel a payment by giving instruction to your bank to return your funds, and they do so, or the billing details provided are no longer valid, you will be liable to us or a third party payment provider for any penalty which we or Stripe or the third party payment provider incur to that bank or other payment processor.
  11. Foreign currency. If the Fees are described in a different currency to that which you use, you accept all risk for any currency fluctuations and you undertake to pay the Fees in full in our stated currency. You similarly undertake to pay any levy that may arise because of the currencies differing.
  12. Exchange control. When you make payment of the Fees from one country to another, you may be subject to the exchange control regulations and limitations of the country from which the payment is being made. In these circumstances, you agree that any limitation or regulation that is applicable to you, must be accounted for by you in a manner to ensure payment of the Fees in terms of this Agreement.
  13. No direct payment to Tutors. The Client acknowledges Apex Academic Centre (Pty) Ltd’s role to accept payment of fees for Lessons on behalf of the Tutor and agrees that all Fees will therefore be paid directly to Apex Academic Centre (Pty) Ltd. The Client agrees to not under any circumstances pay Tutors directly. Any payments of Fees made to Tutors will not negate the Client’s obligation to pay the Fees to Apex Academic Centre (Pty) Ltd and Apex Academic Centre (Pty) Ltd will not be required to recoup any Fees paid to Tutors.
  14. Late Payments. Should the Client fail to make payment prior to commencement of a scheduled Lesson, Apex Academic Centre (Pty) Ltd reserves the right to suspend the Lessons until such payment is received. Once payment has been received by Apex Academic Centre (Pty) Ltd, the suspended Lessons may be rescheduled, subject to the Tutor’s availability. This clause does not apply to Clients who make payment of the Fees via debit order and who have signed the necessary debit order mandate prior to the commencement of a scheduled Lesson.
  15. Cooling off. The Client may cancel any Lesson Package purchased from Apex Academic Centre (Pty) Ltd within 30 (thirty) calendar days of purchasing the Lesson Package, reckoned from the date of payment of the Fees, unless the Client has already started to receive the Lessons.
  16. Once the Client has started to receive the Lessons, the Client’s cooling off right expires.
  17. Refunds. In the event of you cancelling any unused Lessons in a Lesson Package, Apex Academic Centre (Pty) Ltd will deduct R400 registration fee when they process the refund.
  18. Reasonable cancellation fee. Where this Agreement or a Lesson Package is cancelled, the Client may be charged a reasonable cancellation fee in terms of applicable law. The cancellation fee will be determined by taking into account the circumstances of and reasons for cancellation, the number of Lessons remaining in the Lesson Package purchased, the time remaining before the next scheduled Lesson and the ability of Apex Academic Centre (Pty) Ltd to find an alternative student to assign the Student’s Tutor to, but will at a minimum be the equivalent of the price of 1 (one) Lesson.
  19. Payment of refunds. In the event of a refund being provided, Apex Academic Centre (Pty) Ltd will credit the Client with the Fees being refunded within 30 (thirty) calendar days of agreeing to the refund by making payment to the Client’s bank account as nominated in writing.
  20. Transaction records. Apex Academic Centre (Pty) Ltd will make all documentation relating to transactions that have been concluded available via email.

6. LESSON PACKAGES AND LESSONS

  1. Lesson description. The Lesson type (e.g., single Student or group of Students) and Lesson duration (e.g., 2 hours) of a Lesson Package purchased are fixed and cannot be modified without the express approval of Apex Academic Centre (Pty) Ltd, which approval may be withheld if Tutors cannot be sourced for Lesson variations. This is due to Lesson pricing being determined according to Lesson description parameters across the full Lesson Package. The Fees may change due to changes to the Lesson description and Apex Academic Centre (Pty) Ltd will provide the Client with an updated invoice in such cases. The Client will be required to accept and pay the updated Fees in accordance with this Agreement in order to secure the updated Lesson description and schedule Lessons.
  2. Late arrival by Student. Should the Student arrive late for a Lesson, such Lesson will not be extended and will end at the scheduled time according to the Lesson description. The Client shall make every effort to inform the Tutor of its estimated time of arrival.
  3. Late arrival by Tutor. Tutors are obliged to arrive at Lessons on time. However, where the Tutor is late, the Tutor will inform the Client and Apex Academic Centre (Pty) Ltd as soon as possible and provide an estimated time of arrival and the actual time of arrival. The Client will be credited with the time that the Tutor was actually late, in increments of 5 (five) minutes, which will be redeemable at the Client’s election or at the end of the Lesson, taking into account the Tutor’s schedule and availability. Apex Academic Centre (Pty) Ltd will provide an official record to the Client and Tutor reflecting the time that is due to the Client.
  4. Signing of Lesson Schedules. The Client must confirm the occurrence of Lessons by signing the Lesson Schedule provided by the Tutor at the end of each Lesson. The Client acknowledges and accepts that its signature on the Lesson Schedule will be sufficient proof of the occurrence of each Lesson and that a Lesson Schedule may not be disputed after 30 (thirty) calendar days from the date of each Lesson.
  5. Additional Lessons. Should the Client need to purchase additional Lessons at certain times, during exam periods for example, the Client and Apex Academic Centre (Pty) Ltd will negotiate the Lessons, the applicable Fees and will schedule the Lessons accordingly, taking the Tutor’s schedule into account. The Client will be liable for payment of the additional Fees as agreed with Apex Academic Centre (Pty) Ltd but may be required to make payment for the additional Lessons upfront via EFT. EFT payment for the additional Lessons is required where payment of the Fees for the usual Lessons is done via monthly debit order or recurring billing. The Client acknowledges that the scheduling of the additional Lessons is dependent on the Tutor and that the Client may be required to receive the Lessons from a different Tutor.

7. RESCHEDULING OF LESSONS

  1. Rescheduling notice requirement. Should the Client wish to reschedule a Lesson, the Client must provide Apex Academic Centre (Pty) Ltdwith a minimum of 6 (six) business hours’ written notice (business hours being the hours between 08h00 and 17h00 on a business day, being Monday to Friday, excluding all official public holidays) (“Business Hours”), prior to the commencement of the scheduled Lesson to avoid forfeiting the Lesson. For example, a Lesson scheduled for 13h00 on Tuesday should be rescheduled by 16h00 on Monday. The Client acknowledges that it may be liable for the Fees in respect of any Lessons that are scheduled to occur in the case where the Client does not provide adequate notice to Apex Academic Centre (Pty) Ltd.
  2. Repeated rescheduling. The Client acknowledges that repeated rescheduling of Lessons may impact the ability or inclination of a Tutor to complete a Lesson Package and may impact Apex Academic Centre (Pty) Ltd‘s ability to timeously substitute a Tutor to complete such Lesson or Lesson Package. Accordingly, if a Tutor withdraws from the Lesson Package and/or the Client’s rescheduling causes scheduled Lessons to be postponed, the Client acknowledges and accepts that a refund shall not be warranted on account of any resulting delays in appointing a new Tutor or rescheduling Lessons.
  3. Suspension of Lessons. Where the Client has purchased a fixed number of Lessons to occur each month via debit order or recurring billing and needs to postpone the Lessons, Apex Academic Centre (Pty) Ltdand the Client will agree to suspend the Lessons for an agreed period and will reschedule the Lessons for a future date, taking into account the Tutor’s schedule. The Client must provide Apex Academic Centre (Pty) Ltd with 30 days written notice.

8. TUTORS

  1. Different Tutors. The Client acknowledges that different Tutors may be sourced by Apex Academic Centre (Pty) Ltd to carry out different Lessons if required by the Client or if a sourced Tutor fails to complete the Lessons in a Lesson Package by withdrawing from the Lesson Package.
  2. Replacement of Tutors. In the event that the Client is not satisfied with the Lessons provided by a Tutor, Apex Academic Centre (Pty) Ltd shall endeavour to replace such Tutor with an alternative Tutor which it deems suitable for the needs of the Student. The Client acknowledges and accepts that in such circumstances, delays may be experienced in sourcing a suitable replacement Tutor and agrees to cooperate with Apex Academic Centre (Pty) Ltd where possible to ensure that a new Tutor is appointed efficiently. The Client shall ensure that all replacement requests are made in accordance with the Lesson rescheduling notice requirements in clause 7.1 to avoid any forfeiture of Lessons (i.e., a minimum of 6 Business Hours’ notice). The Client acknowledges that it may be liable for the Fees in respect of any Lessons that are scheduled to occur in the case where the Client does not provide adequate notice to Apex Academic Centre (Pty) Ltd.
  3. Withdrawal by Tutor. The Client also acknowledges and accepts that Tutors have the right to withdraw from a particular Lesson Schedule on reasonable notice and for various urgent reasons (including the Tutor’s exam or work schedule, legitimate safety concerns, changes to scheduled Lessons, family emergencies, transport problems, and illness amongst others) and that Apex Academic Centre (Pty) Ltd cannot be held responsible for any reasonable inconvenience caused by such an event. Apex Academic Centre (Pty) Ltd shall be obliged to source an appropriate replacement Tutor as soon as reasonably possible.
  4. Grounds for cancellation or refund. The request by the Client to replace a Tutor or the reasonable withdrawal by the Tutor from a Lesson Package shall not be grounds for cancellation of the Lesson Package or this Agreement and shall not entitle the Client to a refund unless:
    1. Apex Academic Centre (Pty) Ltd is unable to propose an alternative Tutor within 30 (thirty) calendar days of the Client’s request to replace a Tutor; or
    2. Apex Academic Centre (Pty) Ltd is unable to propose an alternative Tutor within 14 (fourteen) calendar days of the withdrawal by the Tutor.
  5. Interim measures. When a replacement request is made, or a Tutor withdraws from a Lesson Package, Apex Academic Centre (Pty) Ltd will automatically suspend all scheduled Lessons in a Client’s Lesson Package. During this period, the Client will not forfeit any Lessons in the Lesson Package.

9. NON-CIRCUMVENTION

The Client acknowledges that all Tutors are contracted to Apex Academic Centre (Pty) Ltd as independent contractors and have been referred to the Client in good faith. The Client acknowledges that Apex Academic Centre (Pty) Ltd has sourced such Tutors at significant cost and that Apex Academic Centre (Pty) Ltd‘s business of facilitating the relationship between the Client and the Tutor should be protected. The Client therefore agrees not to solicit, accept, or pay for Lessons from any Tutors privately. In this way, the Client agrees not to circumvent Apex Academic Centre (Pty) Ltd in its core business of facilitating the introduction of Tutors and Clients (and Students) to each other for Tutors to provide the Lessons.

10. WARRANTIES AND REPRESENTATIONS

  1. Services warranty. Apex Academic Centre (Pty) Ltd warrants that all Services provided in terms of this Agreement shall be provided in a workmanlike manner and that Apex Academic Centre (Pty) Ltd will comply with its obligations in terms of this Agreement. Save for this warranty, Apex Academic Centre (Pty) Ltd gives no other warranties and makes no representations to the Client. The Client’s sole and exclusive remedy for breach of warranty shall be re-performance of the Services or termination of this Agreement and return of the portion of the Fees paid by the Client.
  2. Client’s warranty. The Client warrants to and in favour of Apex Academic Centre (Pty) Ltd that:
    1. The Client has the legal capacity to agree to and be bound by this Agreement and is 18 (eighteen) years or older; and
    2. This Agreement constitutes a contract valid and binding on and enforceable against the Client.
  3. Continuation of warranties. Each of the warranties given by the Client will:
    1. Be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;
    2. Continue and remain in force irrespective of whether this Agreement or the Lesson Package is suspended or canceled; and
    3. Be deemed to be material.

11. LIMITED LIABILITIES

  1. Limitation of liability. Except as expressly provided for in this Agreement or in terms of applicable law, Apex Academic Centre (Pty) Ltdwill not, under any circumstances, be liable to the Client for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgments, suits, expenses, disbursements, fines, or other amounts which the Client may sustain or suffer (or with which the Client may be threatened) as a result of, whether directly or indirectly, any act or omission in the course of or in connection with the implementation of this Agreement or in the course of the discharge or exercise by Apex Academic Centre (Pty) Ltd or its employees, agents, professional advisors, or delegates of their obligations or rights in terms of this Agreement or the termination of this Agreement for any reason.
  2. Liability cap. Where any matter results in a valid claim against Apex Academic Centre (Pty) Ltd, Apex Academic Centre (Pty) Ltd‘s liability will be limited to the Fees paid by the Client in respect of the Lesson Package purchased by the Client from which the valid claim arose, unless the matter arose as a result of the gross negligence of Apex Academic Centre (Pty) Ltd.

12. INDEMNITY

The Client indemnifies Apex Academic Centre (Pty) Ltd against any claims by any third party that Apex Academic Centre (Pty) Ltd may suffer or incur as a result of any breach by the Client of any of the terms of this Agreement.

13. SAFETY AND INDEMNIFICATION

  1. Screening and Safety Policy. Although Apex Academic Centre (Pty) Ltd does not employ any Tutors and only acts as an agent for the Tutor who provides the Lessons directly to the Student, Apex Academic Centre (Pty) Ltd implements a company safety policy in determining Tutor-Student match-ups, considering factors related to age and gender of both Tutors and Students. However, subject to applicable laws, Apex Academic Centre (Pty) Ltd cannot be held responsible for the personal actions of Tutors. As per clause 3, Tutors provide Lessons directly to Students as independent contractors and are individually accountable for their actions.
  2. Indemnity. In light of clause 13.1 above and subject to applicable laws, the Client hereby indemnifies and holds Apex Academic Centre (Pty) Ltd harmless against claims arising from any act or omission by any Tutor who provides Lessons to the Student as a result of this Agreement.
  3. Onus on Client. The Client acknowledges the need to take every precaution necessary in dealing with Tutors, as they would with any other independent contractor in their home, which may include but is not limited to supervising Lessons, particularly where minor Students are involved.
  4. Reporting to Apex Academic Centre (Pty) Ltd. The Client agrees that it will inform Apex Academic Centre (Pty) Ltd of any negative incidents that may occur with a Tutor so that Apex Academic Centre (Pty) Ltd may, at its discretion, investigate and take any steps it deems necessary and appropriate in the circumstances. Where the Client reports any incidents to Apex Academic Centre (Pty) Ltd, Apex Academic Centre (Pty) Ltd shall not be liable to take any action against the Tutor, and the Client acknowledges and accepts that it is the Client’s responsibility to pursue any official action against the Tutor.
  5. Replacing Tutors. In the event of any negative incident occurring with a Tutor and the Client, the Client may request that the Tutor be replaced. In such circumstances, the provisions of clause 8 will apply.

14. ACCEPTABLE USE

Client conduct towards Tutors. The Client shall:

  1. Make all necessary information available to the Tutor prior to each Lesson that the Tutor may require in order to properly assist the Student during each Lesson;
  2. Only use language that is appropriate and not offensive or discriminatory and treat the Tutor fairly and with respect;
  3. Ensure that all communications with the Tutor are appropriate and limited to what is relevant for the Lesson;
  4. Not discuss any personal matters with the Tutor or rely on the Tutor for any form of counseling;
  5. Not make any inappropriate suggestions to the Tutor;
  6. Not send any unsolicited communications to the Tutor;
  7. Report any dispute or issue, including any inappropriate behavior or illegal activity, with a Tutor to a Parent and/or Apex Academic Centre (Pty) Ltd;
  8. Where the Student is a minor, ensure that a Parent is present during the Lesson or that the Student is comfortable to continue the Lesson without a Parent being present.

15. CANCELLATION AND SUSPENSION

  1. At any time, and without cause, Apex Academic Centre (Pty) Ltd may cancel or suspend the Client’s access to and/or use of the Services and cancel any future Lessons in its sole discretion without any liability if the Client is in breach of this Agreement.
  2. If any party to this Agreement breaches any material provision or term of this Agreement and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so, then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under this Agreement (including obtaining an interdict), to cancel this Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party’s right to claim damages.
  3. The contract the Client signed may only be resolved upon giving a 30 days’ notice.

16. DISPUTES

  1. In the event of a dispute between the Client and a Tutor regarding their working relationship or the Lessons conducted, the Client authorizes Apex Academic Centre (Pty) Ltd to assist in investigating and mediating such dispute with the Tutor on its behalf.
  2. Any dispute which arises out of or pursuant to this Agreement between the Client and Apex Academic Centre (Pty) Ltd(other than where an interdict is sought, or urgent relief may be obtained from a court of competent jurisdiction) shall be submitted to and decided by arbitration in accordance with the arbitration rules and legislation for the time being in force in the Republic of South Africa.
  3. That arbitration shall be held:
    1. With only the parties and their representatives present;
    2. At Johannesburg.
  4. The parties shall use their best endeavors to procure the expeditious completion of the arbitration.
  5. The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.
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