1.1 These Terms and Conditions (“Terms” or “Agreement”) pertains to the Tutoruu’s Services which governs the use of Tutoruu’s Services by the Customer, between Tutoruu (“Tutoruu”, We, or us) and the subscribed Customer or Customer whether an individual or a legally formed entity (the “Customer” or “you” refers to party subscriber to the Services provided by Tutoruu). Tutoruu and Customer are collective referred to as “Parties” If you are entering into this Agreement on behalf of a Tutoruu or other legal entity you hereby represent that you have the authority to bind such entity to the terms and conditions of this Agreement, and Customer shall mean such entity. If you do not have such authority or you or such entity do not agree to the Terms and Conditions set out in this Agreement, you must not accept this Agreement and neither you nor such entity may use the services.
1.3 PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, BY USING THIS WEBSITE, CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SUBSCRIPTION AGREEMENT TO ANY OF THE TUTORUU SERVICES OR AN ORDER THAT REFERENCES THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Scope of Application
2.1 The following General Terms and Conditions apply to all contracts and services rendered between and/or by Tutoruu and its Customers with regard to the use of Tutoruu’s services (hereinafter collectively ‘Tutoruu Services’). These General Terms and Conditions constitute a material part of each agreement unless expressly agreed otherwise in writing.
2.2 These General Terms and Conditions apply to any future transaction between Tutoruu and the Customer, even without express reference thereto.
2.3 Differing regulations in services agreements, price lists, special contract conditions for Tutoruu Services shall have priority to these General Terms and Conditions.
2.4 When using the Tutoruu Services the Customer unconditionally agrees and accepts these General Terms and Conditions. Any deviating terms and conditions of the Customer as well as any deviations and/or amendments to these General Terms and Conditions shall become part of the agreement weather they have been expressly acknowledged by Tutoruu in writing (email is sufficient) or not. These General Terms and Conditions shall also apply exclusively if Tutoruu has not explicitly objected any contrary terms and conditions.
3.1 Minimum Age. The Services and Website are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Website are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Website.
3.2 Registration. In order to use the Services, you must establish a Services account (“Account”) by registering with Tutoruu. You may be required to submit a valid means of payment for which you are authorized to purchase Services. You will provide true, accurate, current, and complete information when registering for an Account and will update the information as necessary to keep your Account and payment information current. As part of the registration process, you will provide Tutoruu with a username and password for your Account (together “Account Credentials”) and sign a template agreement. Tutoruu reserves the right to refuse registration of, or cancel, accounts that violate these Terms or Tutoruu’s policy.
4.1 The Customer undertakes not to publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, loan, lease, distribute or transfer the Services or copies to third parties, nor reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Services. A Customer may not use the Services, nor allow the Services to be used, to provide data management or processing services for third parties. The Customer may not reproduce all or any portion of the Services (except as expressly permitted herein) or any accompanying Documentation, or modify, translate or otherwise create derivative works of the Services. The Customer agrees to notify its employees and agents who may have access to the Services of the restrictions contained herein and to ensure their compliance with these restrictions.
5.1 The Customer owns the rights to its data as a data controller, and the Company acts as a data processor on the Customer's behalf.
5.2 As between Company and Customer, Company will process Personal Data under the Agreement only as a Processor acting on behalf of the Customer. Customer may act either as a Controller or as a Processor with respect to Personal Data.
5.3 Customer will, in its use of the service, comply with its obligations under relevant data protection regulation or law, in respect of its processing of Personal Data and any processing instructions it issues to Company.
5.4 Customer represents that it has all rights and authorizations necessary from the Data Subjects for Company to process Personal Data pursuant to the Agreement.
5.5 Upon notice in writing, Company may terminate the Agreement if the Customer declines to comply with Data Protection Laws.
5.6 Company will comply with its processor obligations under Data Protection Law and will process Personal Data in accordance with Customer’s instructions.
5.7 Customer agrees that the Agreement is its complete and final instructions to Company in relation to the processing of Personal Data.
5.8 Processing any Personal Data outside the scope of the Agreement will require a prior written agreement between Company and Customer by way of a written amendment to the Agreement and will include any additional fees that may be payable by Customer to Company for carrying out such instructions.
5.9 The subject matter of the processing under the Agreement is the Personal Data.
5.10 Company and/or its Sub-processors are providing Services or fulfilling contractual obligations to Customer as described in the Agreement. These Services may include the processing of Personal Data by Company and/or its Sub-processors on systems which may contain Personal Data.
5.11 The data subjects of Customer may include Customer’s end-users, employees, contractors, suppliers, and other third parties.
5.12 Company sometimes engages Sub-processors to provide certain services on its behalf. Customer consents to Company engaging Sub-processors to process Personal Data under the Agreement. Company will be responsible for any acts, errors, or omissions of its Sub-processors that cause Company to breach any of Company’ obligations under this Agreement.
5.13 Company will enter into an agreement with each Sub- processor that obligates the Sub-processor to protect the Personal Data in a manner substantially similar to the standards set forth in the Agreement (to the extent applicable to the services provided by the Sub- processor).
5.14 Company will implement and maintain appropriate technical and organizational security measures to protect against Personal Data Breaches and to preserve the security and confidentiality of Personal Data processed by Company on behalf of Customer in the provision of the Services (“Security Measures”). The Security Measures are subject to technical progress and development. Company may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.
5.15 Customer is responsible for using and configuring the Services in a manner which enables Customer to comply with Data Protection Laws, including implementing appropriate technical and organizational measures. Customer undertakes that it has not solicited the Personal Data of minors, under the age of thirteen (13), and indemnifies Company from any claims arising out of such solicitation.
5.16 Company restricts its personnel from processing Personal Data without authorization (unless required to do so by applicable law) and will ensure that any person authorized by Company to process Personal Data is subject to an obligation of confidentiality.
5.17 Upon becoming aware of a Personal Data Breach, Company will notify Customer without undue delay and will provide information relating to the Personal Data Breach as reasonably requested by Customer. Company will use reasonable endeavors to assist Customer in mitigating, where possible, the adverse effects of any Personal Data Breach.
5.18 Company audits its compliance against data protection and information security standards on a regular basis. Such audits are conducted by Company’ internal audit team or by third party auditors engaged by Company. The specific audits, and the data protection and information security certifications Company has achieved, will necessarily vary depending upon the nature of the Services in question.
5.19 Through your use of the Services, the Customer consents and acknowledges that Company may also collect and retain data for the purpose of research and/or optimization of the Services and that all such data shall be appropriately pseudonymized. The Company has commercially reasonable security measures and policies in place to protect all Personal Information and other data collected by it or on its behalf from and against unauthorized access, use and/or disclosure. The Company is and has been in compliance in all material respects with all laws relating to data loss, theft and breach of security notification obligations.
6.1 The Customer further undertakes to take all measures necessary to ensure the successful delivery of the Tutoruu Services to the Customer’s end-users.
6.2 Tutoruu shall use reasonable efforts under the circumstances to maintain its overall Services quality. The quality of Service provided hereunder shall be consistent with industry standards, government regulations and sound business practices. Tutoruu does not provide any additional guarantees regarding the service offered here, whether they are stated directly or implied.
Offer and Conclusion of a Contract
7.1 Offers by Tutoruu are conditional and non-binding to Tutoruu and subject to change as long as they are not explicitly referred to as unconditional and/or binding.
7.2 By ordering Tutoruu Services the Customer is making a binding contract offer. The Customer is bound to the offer per session and/or quotation in case of customized quotation package is shared by Tutoruu’s sales team. Tutoruu is entitled to reject application of the registration of a customer without stating reasons.
7.3 The contract between Tutoruu and the Customer is either concluded upon signature of an individual Customer's Order Form ('Order Form') by Tutoruu and the Customer, or online via Tutoruu's online portal by filling the sign-up page within the web application, or by delivering or performing Tutoruu’s Services by Tutoruu towards the Customer.
7.3.1 Web Application
In order to conclude an Agreement with Tutoruu via Tutoruu's online portal ('Tutoruu Self Service Portal'), the Customer must register itself online with Tutoruu. The registration needs to be confirmed by Tutoruu by sending a confirmation email, a direct contact by phone or WhatsApp verification, each by using the respective contact details (email address / phone number) that was provided by the Customer. A right to claim registration does not exist; Tutoruu expressly reserves the right to reject a registration without stating reasons. The Customer's Tutoruu user account will be activated by the user by clicking on the activation link. The user account is non-transferable. The Customer must keep the password secret and protect it against any wrongful use by unauthorized third parties.
7.4 The Customer may place orders for Tutoruu's services through their user account. Tutoruu provides various subscription plans for its Tutoruu Services, including additional features referred to as 'add-ons,' which are supplementary services offered alongside the Customer's base subscription plan. Specific information regarding available subscriptions can be accessed within the Customer's account or referenced in the Order.
Unless otherwise provided in the applicable Order or order form, Tutoruu Services are purchased as subscriptions. Subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and any added subscriptions will terminate on the same date as the underlying subscriptions. To order a subscription, the Customer must click on the button '[*]' (or any similar or synonymous expression) or sign the provided Order in order to make a binding offer to order the Tutoruu Services. Tutoruu will confirm the receipt of such order via email. However, such confirmation does not constitute an acceptance of the offer. The contract between the Customer and Tutoruu will be concluded by Tutoruu's acceptance of the Customer's offer in writing, via email or by making the Tutoruu Services available. Tutoruu is not obliged to accept the Customer's offer.
7.4.2 Usage Limits
Tutoruu Services are subject to the subscription plan for usage limits, including, for example, the quantities specified in Order or order form, unless otherwise specified or agreed. Tutoruu Service may not be active for more than the respective usage limit. If the Customer exceeds a contractual usage limit, Tutoruu will charge additional quantities accordingly.
7.4.3 Free Trial
Tutoruu might offer a free trial period to new Customers. In case of a free trial and lack of a separate Agreement or Order, these Terms and Conditions take into effect from the moment the Customer is granted access to Tutoruu Services. The free trial period is available only once to any one Customer. Length of the free trial will be communicated by Tutoruu. The detailed terms for such free trial are available in the Customer's account. If the new Customer does not order Tutoruu Services within the communicated trial period against payment, he will not be entitled to continue the use of the Tutoruu Services after the expiration of the free trial period.
7.5 The Customer is aware that contractual declarations (e.g., confirmation emails, amendments to the General Terms and Conditions as well as other notifications) may be sent via email. They are deemed to have been received when they can be retrieved in the email inbox which was specified by the user during the registration under normal circumstances.
Availability, Change of Services
8.1 Unless expressly specified, Tutoruu offers its services on the basis of what is currently technically, economically and operationally possible and/or reasonable.
8.2 The Customer accepts that uninterrupted availability of the Tutoruu Services is technically not possible and cannot be reasonably guaranteed. The Tutoruu Services shall be available at least 99% of the annual mean. Hereof excluded are times during which Tutoruu Services may be interrupted or disrupted by circumstances beyond Tutoruu's area of responsibility, including but not limited to acts of third parties that do not act on Tutoruu's behalf, technical conditions of the internet that Tutoruu cannot influence or force majeure of for maintenance services. If such circumstances interfere with the availability or functionality of the services provided by Tutoruu, this has no effect on the contractual conformity of the services provided by Tutoruu.
8.3 Tutoruu shall notify the Customer about planned downtimes or restrictions on the availability of the Tutoruu Services within a reasonable period of time. No claims whatsoever against Tutoruu can be derived therefrom.
8.4 In case of unforeseen events, Tutoruu is entitled to suspend the Tutoruu Services for maintenance or repair purposes if this is necessary to ensure the proper operation of the Tutoruu Services.
8.5 Under consideration of the entitled interest of the Customer, Tutoruu reserves the right to change or to alter, limit or discontinue Tutoruu Services in particular if this is reasonably necessary to prevent abuse of Tutoruu Services or to comply with legal requirements. Tutoruu is entitled at any time without obligation to notify the Customer to improve, adjust, extend and/or to adapt the Tutoruu Services to the technical progress provided that the identity of the Tutoruu’s Services is being maintained.
Customers' Rights and Obligations
9.1 The Customer is entitled to use the Tutoruu Services only to the extent described hereafter.
9.2 The Customer agrees to keep the passwords and login data provided by Tutoruu for access to the Tutoruu Services confidential and to inform Tutoruu immediately as soon as the Customer becomes aware of unauthorized third parties gaining access to these passwords. If, due to the Customer's fault, unauthorized third parties use any services provided by Tutoruu by using the passwords, the Customer is liable to Tutoruu for usage fees and damages.
9.3 The Customer shall not make the Sevices provided by Tutoruu available to any third parties.
9.4 If Tutoruu has protected its Tutoruu Services by technical means (e.g. security codes, firewalls, etc.), the Customer is not allowed to circumvent or remove such security measures.
9.5 The Customer is obliged to protect its own data by taking appropriate measures and by regularly making backups of its data.
9.6 The Customer must follow Tutoruu's instructions as well as the protocols and specifications as requested by Tutoruu with regard to the telecommunication/data transmission.
9.7 Upon receipt of the Tutoruu Services, the Customer is obliged to immediately notify Tutoruu of any obvious defects in writing whereas timely dispatch shall suffice to keep the term. The Customer will provide Tutoruu with all documents necessary for the analysis and debugging attempts and will provide Tutoruu with access to the Customer's servers, if necessary.
9.8 The Customer confirms, represents and warrants that all personal as well as other relevant contractual information provided by the Customer during the conclusion of the contract is true, complete and correct. The Customer is responsible for any disadvantages or damages incurring as a result of providing false, incorrect, incomplete or outdated information. The Customer is obliged to promptly inform Tutoruu about any changes to this data and/or to update altered data in its user account. In the event of a culpable breach of this obligation, Tutoruu is entitled to suspend the Tutoruu Services without giving prior notice.
Grant of rights, Ownership Third Party's Rights
10.1 Upon conclusion of the agreement, Tutoruu grants the Customer the simple and non-exclusive, non-transferable and non-sub licensable right to use Tutoruu Services during the term of the agreement, insofar as this is necessary to use the Tutoruu Services according to the respective Order or the respective order placed via the Self-Service portal. The right of use shall expire with the termination of the contract for whatsoever reason.
10.2 Tutoruu shall retain all intellectual property rights as well as any other property rights in and to the Tutoruu software and Services, the Tutoruu Services as well as other services that are provided under this contract, including source codes, databases, hardware and/or any other material (e.g., documentations, developments, functions, report templates, preparatory material, etc.).
10.3 The Customer undertakes to not violate any applicable laws, in particular third-party rights (e.g., copyrights, personality rights, intellectual property rights) or the terms of this agreement while using Tutoruu Services. Insofar, the Customer shall indemnify and hold Tutoruu harmless from any and all third-party claims (including but not limited to all costs and expenses, incl. attorney's fees) that are being asserted against Tutoruu upon first request.
10.4 Unless otherwise agreed between the parties, Tutoruu is entitled to refer to any collaboration and the contractual product and to depict the Customer's logo for self-promotional purposes.
11.1 Tutoruu acknowledges that any documents, the contents thereof, or other proprietary or confidential materials that are provided to Tutoruu by Customer during the term are valuable assets of Customer. Tutoruu will take reasonable steps to ensure that the Customer Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Tutoruu will not permit any unaffiliated third-party access to, in any manner, the Customer Confidential Information, except as provided in this Agreement. Customer Confidential Information shall not include information that consists of ideas, concepts, know-how or techniques relating to the Services.
12.1 Tutoruu shall not be liable to compensate the other Party for any direct or indirect loss or damage due to any reason other than of Tutoruu or for reasons of occurring by actions of the Customer.
12.2 Tutoruu shall not be liable for direct, indirect, personal, and foreseeable damage or loss suffered by the other Party (including damage or loss caused by the employee(s) and/or the contractor(s), and shall not include indirect, consequential, special or punitive damages including but not limited to loss of profits or income, additional expenses loss of Service Providers, loss of or damage to data or loss of contracts or loss of time.
12.3 The entire aggregate liability of Tutoruu arising from or relating to the Agreement or the subject matter hereof, under any legal theory, whether in contract, tort, indemnity or otherwise, shall be limited to the amount paid by the Customer in the twelve months preceding the alleged action giving way to liability. Nothing in this Agreement shall operate to limit or exclude any liability for fraud, negligence, bodily injury or for any other liability that cannot be excluded or limited by law.
13.1 The term of the agreement is determined in the Orders or the order form in the Tutoruu Self Service Portal. Each party has the right to terminate the agreement at any time by giving 30 days' notice to the end of the agreed term. The agreement will be automatically renewed for the same term as agreed unless terminated or ended otherwise. The termination must be made in writing and be submitted via mail, e-mail or fax.
13.2 The right to immediate termination for cause shall remain unaffected. The agreement shall be immediately terminated if:
the Customer breaches its obligations mentioned in these General Terms and Conditions,
the Customer is in default of payment and does not settle the outstanding payment due upon receipt of a warning letter with a deadline for payment and expiration of that deadline to no avail,
the Customer conducted a racist, pornographic, immoral or illegal behavior during a session on Tutoruu and/or behavior which glorifies or trivializes violence,
the Customer is insolvent, subject to insolvency proceedings, insolvency proceedings have been commenced or the commencement of insolvency proceedings is dismissed due to lack of assets,
the Customer violates the provisions of these General Terms and Conditions and fails to remedy this violation upon receipt of a written request with an adequate deadline. No such request is necessary if it has no prospect of success or if the violation is so serious that Tutoruu cannot be reasonably expected to adhere to the agreement. A violation is also be deemed serious if the Customer has received notices of warnings several times because of similar violations.
13.3 Upon termination of the agreement, the Customer is obliged to delete all materials that were provided by Tutoruu.
13.4 If any clauses in this Terms and Conditions are violated, Tutoruu can immediately temporarily suspend, or terminate this Agreement, at its sole discretion, without prejudice to any damages, invoices or monetary amounts that Tutoruu may be entitled to claim.
Data Protection, Logo Use and Publicity
14.1 The Customer is obliged to comply with the applicable data protection law when using the Tutoruu Services.
15.1 The express terms of this agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
15.2 Tutoruu reserves the right to, if needed, assign or transfer any or all of its rights and obligations mentioned in this agreement to another entity, without requiring explicit consent from the Customer.
15.3 Neither of the parties shall be liable for any delay or deficiency in the performance of its obligations if this delay is imputable to force majeure. Force Majeure shall include acts of God, flood, earthquake, storm, thunderstorm, frost, explosion, lighting, fire, epidemic, war, outbreak of hostilities (whether or not war is declared), riot, strikes or other labor unrest, civil or military disturbance, embargo, social conflicts, sabotage, fiber or cable cut, expropriation by governmental authorities, interruptions by the operator, regulatory or judicial authorities, interruption or break-down of electricity supply or other acts of events that are outside the reasonable control of the concerned Party. In the event of a force majeure, the Party affected shall notify the other Party of the duration of its inability to perform its obligation hereunder. If the Agreement cannot be performed for a continuous period of sixty (60) days, the other Party shall be entitled to immediately terminate this Agreement without the right remedy.
15.4 The online subscription plan may be terminated with immediate effect by Tutoruu if the other Party is in material breach of this Agreement.
15.5 Tutoruu may terminate this Agreement or stop providing the subscription if the Customer commits a serious breach of the Agreement. Tutoruu will give the Customer reasonable notice of termination or suspension, unless it is not reasonably practicable to do so. Serious defaults include non-payment of amounts due within 15 days from the due date in case of the online services plans for payment of the invoice, fraudulent or abusive use of the Service or absence of measures reasonably required to prevent such use; and breach of any confidentiality conditions.
15.6 Upon expiry or termination of this agreement, all sums due to Tutoruu, up to the date of termination, shall become immediately due and payable to Tutoruu.
15.7 The Customer undertakes that it will not use any services for any illegal, immoral or improper purpose or in any manner which contravenes applicable laws and codes, regulatory requirements of the appropriate jurisdiction or Services requirements as they exist and as they change over time and undertakes not to allow any third party to do so.
15.8 Unless explicitly stated otherwise in this Agreement, the failure of any Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy, and the waiver of any violation or breach of the Agreement by a Party shall not constitute a waiver of any prior or subsequent violation or breach.
15.9 Neither the performance by the Parties of their duties and obligations under this Agreement nor anything herein shall create or imply an agency relationship between the Parties, nor shall this Agreement be deemed to constitute a joint venture between the Parties.
15.10 If any provision of this Agreement is determined by a court or other competent authority to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement.
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