Terms & Conditions

    TSN CLIENT TERMS AND CONDITIONS

    1. INTRODUCTION
      1. TSN offers a network to introduce Tutors and Scholars to each other for Tutors to provide Tutorials to Scholars.
      2. By entering into this Agreement, the Client appoints TSN 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, including TSN's privacy policy;
        2. "Client" means a Scholar who is 18 (eighteen) years old or older or, in the case of a Scholar who is under the age of 18 (eighteen) years old, a Parent of the Scholar 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 Tutorials;
        4. "Tutorial Rating" means the scoring provided by the Client acknowledging that the Tutorial has occurred;
        5. "Parent" means the person acting on behalf of the Scholar, such as a parent or guardian or carer or other party of the Scholar where the Scholar is under the age of 18 (eighteen) who is responsible for such Scholar and is legally authorised to act on the Scholar's behalf;
        6. "Services" means the services as further described in clause 2 below;
        7. "Paystack" means the third party payment provider, Paystack Payments Europe, Ltd. and its subsidiaries and affiliates; and
        8. "Scholar" means the person receiving the Tutoring Services from the Tutor;
        9. "TSN" means:
          1. Nuarden Proprietary Limited trading as The Scholarly Network [TSN] (South African registration number 2018/382091/07), a private company incorporated under the company laws of the Republic of South Africa, with its registered address situated at 03 Koperberg Street, Springbok, Northern Cape, 8240; email info@scholarly.network
        10. "Tutor" means the tutor that will provide the Tutorials to Scholars.
    2. THE SERVICES
      1. TSN shall provide the following Services:
        1. sourcing of appropriately qualified Tutors and proposing a suitable Tutor to the Client for the Scholar's tutoring needs;
        2. the sale of Tutorials on behalf of Tutors;
        3. introducing Tutors to Clients for Tutors to provide the Tutorials;
        4. co-ordinating Tutorial scheduling;
        5. administrating and facilitating regular progress feedback reports by Tutors;
        6. replacing Tutors for future Tutorials if required;
        7. collecting the Fees from Clients; and
        8. attending to any other reasonable administrative services for purposes of the Tutor providing the Tutorials to the Scholar.
    3. RELATIONSHIP BETWEEN TSN AND TUTORS
      1. The Client acknowledges that TSN does not employ Tutors, does not represent itself as a school nor does it provide the Tutorials. Tutors are independent contractors and TSN acts as an agent for Tutors to facilitate the relationship between the Tutor and the Client for the provision of Tutorials to Scholars.
      2. TSN is commissioned by Tutors to represent, support and market 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 TSN.
    4. CONSENT REQUIRED FOR MINORS
      1. Any Scholar under the age of 18 (eighteen) years requires the consent or assistance of a Parent to legally enter into this Agreement.
      2. TSN 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 Tutorials is independent from TSN and TSN 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 Tutorials that will be provided in terms of the Tutorial booked per Tutor competency level. Tutor competency level refers to Basic-Novice, Advanced -Intermediate; and Master – Expert Tutor. TSN collects payment on behalf of the Tutors and will provide the Client with the details setting out the number of Tutorials that have been scheduled with a Tutor and the relevant cost.
      2. Payment. All Fees are due and payable as agreed between the parties, but at all times subject to a fee becoming due and payable immediately once a Tutorial has been booked by a Tutor and confirmed by a Scholar.
      3. Manner of payment. All Fees must be paid to TSN via the network platform www.scholarly.network  only who receives payment on behalf of Tutors. TSN will advise the Client on the relevant payment details and payment methods available, which include:
        1. credit or debit card payment via Paystack on the TSN network;
      4. Changes to Fees. The Fees may change from time to time on 30 (thirty) days' notice. Fee changes will not affect or change Tutorial Packages already paid for.
      5. 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.
      6. Paystack. When using Paystack to pay the Fees, you will be required to agree to the terms and conditions stipulated by Paystack and agree to pay any fees that may be charged by Paystack.
      7. Under no circumstances will TSN be responsible for any fees incurred by you to Paystack or any third parties.
      8. 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 and/or Paystack or a third party payment provider for any penalty which we or Paystack or the third party payment provider incur to that bank or other payment processor.
      9. 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.
      10. Exchange control. Where 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.
      11. No direct payment to Tutors. The Client acknowledges TSN's role to accept payment of fees for Tutorials on behalf of the Tutor and agrees that all Fees will therefore be paid directly to TSN. 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 TSN and TSN will not be required to recoup any Fees paid to Tutors.
      12. Refunds. In the event of you cancelling any unused Tutorials, TSN will provide a pro-rata refund for the unused Tutorials.
      13. Reasonable cancellation fee. Where this Agreement or a Tutorial 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 Tutorials the client has already received, the time remaining before the next scheduled Tutorial and the ability of TSN to find an alternative Scholar to assign the Scholar's Tutor to, but will at a minimum be the equivalent of the price of 1 (one) Tutorial.
      14. Payment of refunds. In the event of a refund being provided, TSN will credit the Client with the Fees being refunded within 14 (fourteen) calendar days of agreeing to the refund by making payment to the Client's bank account as nominated in writing.
      15. Transaction records. TSN will make all documentation relating to transactions that have been concluded available via email.
    6. TUTORIALS
      1. Tutorial description. The Tutorial type (e.g. single Scholar or group of Scholars) and Tutorial duration (e.g. 1 hour) are fixed and cannot be modified without the express approval of TSN, which approval may be withheld if Tutors cannot be sourced for Tutorial variations. This is due to Tutorial pricing being determined according to Tutorial description parameters. The Fees may change due to changes to the Tutorial description and TSN 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 Tutorial description and schedule Tutorials.
      2. Late arrival by Scholar. Should the Scholar arrive late for a Tutorial, such Tutorial will not be extended and will end at the scheduled time according to the Tutorial 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 Tutorials on time. However, where the Tutor is late, the Tutor will inform the Client and TSN 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 Tutorial, taking into account the Tutor's schedule and availability. TSN will provide an official record to the Client and Tutor reflecting the time that is due to the Client.
      4. Rating of Tutors. The Client must confirm the occurrence of Tutorials by rating the Tutor on the TSN website at the end of each Tutorial. The Client acknowledges and accepts that this rating of the Tutor will be sufficient proof of the occurrence of each Tutorial and that the rating of the Tutorial may not be disputed after 30 (thirty) calendar days from the date of each Tutorial.
      5. Additional Tutorials. Should the Client need to purchase additional Tutorials at certain times, during exam periods for example, the Client and TSN will negotiate the Tutorials, the applicable Fees and will schedule the Tutorials accordingly, taking the Tutor's schedule into account. The Client will be liable for payment of the additional Fees as agreed with TSN but may be required to make payment for the additional Tutorials upfront via EFT. EFT payment for the additional Tutorials is required where payment of the Fees for the usual Tutorials is done via monthly debit order or recurring billing. The Client acknowledges that the scheduling of the additional Tutorials is dependent on the Tutor and that the Client may be required to receive the Tutorials from a different Tutor.
    7. RESCHEDULING OF TUTORIALS
      1. Rescheduling notice requirement. Should the Client wish to reschedule a Tutorial, the Client must provide TSN with 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 Tutorial to avoid forfeiting the Tutorial. For example, a Tutorial 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 Tutorials that are scheduled to occur in the case where the Client does not provide adequate notice to TSN.
      2. Repeated rescheduling. The Client acknowledges that repeated rescheduling of Tutorials may impact the ability or inclination of a Tutor to complete a Tutorial and may impact TSN's ability to timeously substitute a Tutor to complete such Tutorial or Tutorial Package. Accordingly, if a Tutor withdraws from the Tutorial and/or the Client's rescheduling causes scheduled Tutorials 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 Tutorials.
    8. TUTORS
      1. The Client acknowledges that different Tutors may be sourced by TSN to carry out different Tutorials if required by the Client or if a sourced Tutor fails to complete the Tutorial.
      2. Replacement of Tutors. In the event that the Client is not satisfied with the Tutorials provided by a Tutor, TSN shall endeavour to replace such Tutor with an alternative Tutor which it deems suitable for the needs of the Scholar. The Client acknowledges and accepts that in such circumstances, delays may be experienced in sourcing a suitable replacement Tutor and agrees to co-operate with TSN 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 Tutorial rescheduling notice requirements in clause 7.1 to avoid any forfeiture of Tutorials (i.e. a minimum of 6 Business Hours' notice). The Client acknowledges that it may be liable for the Fees in respect of any Tutorials that are scheduled to occur in the case where the Client does not provide adequate notice to TSN.
      3. Withdrawal by Tutor. The Client also acknowledges and accepts that Tutors have the right to withdraw from a particular Tutorial on reasonable notice and for various urgent reasons (including the Tutor's exam or work schedule, legitimate safety concerns, changes to scheduled Tutorials, family emergencies, transport problems and illness amongst others) and that TSN cannot be held responsible for any reasonable inconvenience caused by such event. TSN 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 Tutorial and shall not be grounds for cancellation of the Tutorial or this Agreement and shall not entitle the Client to a refund unless:
        1. TSN is unable to propose an alternative Tutor within 30 (thirty) calendar days of the Client's request to replace a Tutor; or
        2. TSN 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 Tutorial Package, TSN will automatically suspend all scheduled Tutorials. During this period, the Client will not forfeit any Tutorials.
    9. NON-CIRCUMVENTION

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

    1. WARRANTIES AND REPRESENTATIONS
      1. TSN warrants that all Services provided in terms of this Agreement shall be provided in a workmanlike manner and that TSN will comply with its obligations in terms of this Agreement. Save for this warranty, TSN 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. The Client warrants to and in favour of TSN 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. 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 Tutorial is suspended or cancelled; and
        3. be deemed to be material.
    2. LIMITED LIABILITIES
      1. Except as expressly provided for in this Agreement or in terms of applicable law, TSN will 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 TSN or its employees, agents, professional advisors, professional health professionals, or delegates of their obligations or rights in terms of this Agreement or the termination of this Agreement for any reason.
      2. Where any matter results in a valid claim against TSN, TSN's liability will be limited to the Fees paid by the Client in respect of the Tutorial Package purchased by the Client from which the valid claim arose, unless the matter arose as a result of the gross negligence of TSN.
    3. INDEMNITY

    Very important: the Client indemnifies TSN against any claims by any third party that TSN may suffer or incur as a result of any breach by the Client of any of the terms of this Agreement.

    1. SAFETY AND INDEMNIFICATION
      1. Screening and Safety Policy. Even though TSN does not employ any Tutors and only acts as agent for the Tutor who provides the Tutorials directly to the Scholar, TSN implements a company safety policy in determining Tutor-Scholar match-ups, taking into account factors relating to age and gender of both Tutors and Scholars. However, subject to applicable laws, TSN cannot be held responsible for the personal actions of Tutors. As per clause 3, Tutors provides Tutorials directly to Scholars 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 TSN harmless against claims arising from any act or omission by any Tutor who provides Tutorials to the Scholar as a result of this Agreement. The Client hereby indemnifies and holds TSN harmless against claims arising from any act or omission by any Health professional/professional on TSN who provides Services to the Scholar as a result of this Agreement / referral process.
      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 Tutorials, particularly where minor Scholars are involved. The Client acknowledges the need to take every precaution necessary in dealing with all professionals which Scholars may be referred to on the network/platform of TSN.
      4. Reporting to TSN. The Client agrees that it will inform TSN of any negative incidents that may occur with a Tutor so that TSN may, at its discretion, investigate and take any steps it deems necessary and appropriate in the circumstances. Where the Client reports any incidents to TSN, TSN 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.
    2. ACCEPTABLE USE

    Client conduct towards Tutors AND referred Professionals. The Client shall:

      1. make all necessary information available to the Tutor prior to each Tutorial that the Tutor may require in order to properly assist the Scholar during each Tutorial;
      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 Tutorial;
      4. not discuss any personal matters with the Tutor or rely on the Tutor for any form of counselling;
      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 behaviour or illegal activity, with a Tutor to a Parent and/or TSN;
      8. where the Scholar is a minor, ensure that a Parent is present during the Tutorial or that the Scholar is comfortable to continue the Tutorial without a Parent being present.
    1. CANCELLATION AND SUSPENSION
      1. At any time, and without cause, TSN may cancel or suspend the Client's access to and/or use of the Services and cancel any future Tutorials 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.
    2. DISPUTES
      1. In the event of a dispute between the Client and a Tutor regarding their working relationship or the Tutorials conducted, the Client authorises TSN 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 TSN (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 Springbok/Online meeting
      4. The parties shall use their best endeavours 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.
    3. DISCLAIMER

    TSN endeavours to render an excellent service, in collaboration with the Tutors it represents as well as the health and other professionals Scholars are referred to on the network. However, TSN does not make any guarantees regarding the level of academic improvement the Scholar will achieve. Ultimately, it is the Scholar's responsibility to invest the time and effort needed to achieve academic goals.

    1. GENERAL
      1. Changes to the Services. TSN shall inform Clients of any material changes to the Services by manner of email or prominent notice on its websites. Continued use of the Services after this notice has been displayed shall be deemed as your acceptance of the changes to the Services.
      2. Intellectual Property. The Client acknowledges and agrees that all right, title and interest in, and to, any of TSN's intellectual property (including but not limited to any copyright, trademark, design, logo, process, practice, or methodology which forms part of, or is displayed or used on TSN's websites or the Services including, without limitation, any graphics, logos, designs text, button icons, images, audio clips, digital downloads, data compilations, page headers and software) is proprietary to TSN or the respective owner(s)' property and will remain our or the owner's property at all times. The Client agrees that it will not acquire any rights of any nature in respect of that intellectual property by using the Services.
      3. Personal information. TSN takes the right to privacy seriously and is committed to taking steps to protect the Client's and Tutor's privacy when using the Services and implements business practices that comply with applicable laws, including the Protection of Personal Information Act 4 of 2013 ("POPI") and the General Data Protection Regulation ((EU) 2016/679) ("GDPR"). All personal information of Clients and Tutors will be processed in accordance with TSN's privacy policy and in compliance with applicable laws. The privacy policy can be found on TSN's websites.
      4. Entire agreement. This Agreement constitutes the whole agreement between the parties relating to the subject matter of this Agreement and supersedes any other discussions, agreements and/or understandings regarding the subject matter of this Agreement.
      5. Confidentiality. Neither party shall disclose any confidential information to any third party without the prior written approval of the other party, unless required by law.
      6. Law and jurisdiction. This Agreement and all obligations connected to it or arising from it shall be governed and interpreted in terms of the laws of South Africa. Each party submits to the jurisdiction of the South African courts.
      7. Good faith. The parties shall in their dealings with each other display good faith.
      8. No waiver. The failure of TSN to insist upon or enforce strict performance by the Client of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of TSN's right to enforce any such provision or right in any other instance.
      9. No assignment. The Client will not be entitled to cede its rights or delegate its obligations in terms of this Agreement without the express prior written consent of TSN.
      10. Relationship between the parties. The parties agree that neither party is a partner or agent of the other party and neither party will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
      11. No representation. To the extent permissible by law, no party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
      12. Severability. Any provision in this Agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement.
      13. No stipulation. No part of this Agreement shall constitute a stipulation in favour of any person who is not a party to this Agreement unless the provision in question expressly provides that it does constitute such a stipulation.
      14. Notices.
        1. TSN selects the address and email address indicated on each invoice and in clause 1.3.11 above, as updated from time to time, as its physical and email address for the service of all formal notices and legal processes in connection with this Agreement.
        2. The Client hereby selects the physical and email address indicated on each invoice as its physical and email address for service of all formal notices and legal processes in connection with this Agreement. The Client may change these details by providing TSN with 7 (seven) days' notice in writing.
        3. Service via email shall be accepted in all cases where notice is required. Service via email is deemed to be received at the time and date of sending, subject to the terms of this Agreement that may regulate alternative specific notice requirements in some instances.