TalkEngO: Talk English Online - Terms for language learners

Terms and Conditions

ENGAGEMENT AGREEMENT:

Effective Date:  1 August 2020

THE AGREEMENT: This Service Agreement (hereinafter, "Agreement") is made by and between TalkEngO, hereinafter referred to as "Service Provider," and Language Learner (LL), further defined below, as a participant, also defined below. All parts and sub-parts of this Agreement are specifically incorporated by reference here. This Agreement shall govern the use of all pages and screens in and on the Service provided (all collectively referred to as "Services provided") and any services provided by the Service Provider through this medium ("Services") and/or on the Service Provider's website ("Website").

 1 - DEFINITIONS:

  1. A) The parties referred to in this Agreement shall be defined as follows:
  2. I) Service Provider, us, we: Service Provider, as the creator, operator, and publisher of the services, is responsible for providing the services publicly. Service Provider, us, we, our, ours and other first-person pronouns will refer to the Service Provider, as well as, if applicable, all freelancers and affiliates of the Service Provider.
  3. II) You, the user, the participant (Language Learner): You, as the participant in the Learning activities and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.

III) Parties: Collectively, the parties to this Agreement (Service Provider and You) will be referred to as Parties.

  1. B) The Services details are as follows:
  2. I) Service Name: Promoting communication and listening proficiencies in the English Language in compliance with the Common European Framework of Reference (CEFR)
  3. II) Service Description: Promoting English Language capabilities (Speaking & Listening) through meaningful conversation at different levels and in different fields (General, Business, Academics and Examinations)

III) Total Service Fees ("Fees"): Fees stipulated by the Conversation Partners (CP) including Payment Gateway Provider administrative costs

  1. IV) Service URL: www.talkengo.com
  2. V) Service Start Date/Time: To be determined by LL & CP
  3. VI) Service End Date/Time: To be determined by LL & CP

2 - ASSENT & ACCEPTANCE:

By purchasing and participating in the Conversation Session(s), you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please cease your participation in the Conversation Session(s) immediately. If you do so after purchase, you will not be entitled to any refund. TalkEngO (Service Provider) only agrees to provide the Service to you if you assent to this Agreement.

 3 - AGE RESTRICTION:

3.1            You must be at least 18 (eighteen) years of age to use this Website, participate in the Conversation session(s) or access any Services contained herein. By participating in the Conversation Session(s), you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. Service Provider assumes no responsibility or liability for any misrepresentation of your age.

3.2            Article 8 GDPR age of consent for data processing across the EU

You must be 18 years of age or older to use TalkEngO unless you are from the European Economic Area (EEA), in which case the following ages of consent apply:

16 years old

Croatia; Germany; Hungary; Ireland; Luxembourg; Netherlands; Poland; Romania; Slovakia

15 years old

 Czech Republic; France; Greece; Slovenia

14 years old

Austria; Bulgaria;  Cyprus; Italy; Lithuania; Spain

13 years old

Belgium; Denmark; Estonia; Finland; Latvia; Malta; Portugal; Sweden; UK

TalkEngO learners under 18 years of age must have parental supervision, an appropriate adult or Legal Guardian. We enforce these restrictions to protect the safety and security of minors.

Minors must be accompanied by an appropriate adult or Legal Guardian for the entire duration of the conversation session. 

*This list is current as of 20 December 2019. To confirm the age of consent in your country, please consult local guidance from the data protection authority where you reside.

4 - LICENSE TO USE WEBSITE & ACCESS SERVICE MATERIALS:

We may provide you with certain information as a result of your accessing the services through the Website. Such information may include but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Conversation Session ("Materials").  Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable, and revocable license to use the Materials solely in connection with your participation in the Conversation Session(s) and your use of the Website. The Materials may not be used for any other purpose, and this license terminates upon your completion of the Conversation Session(s), your cessation of use of the Service or the Website, or at the termination of this Agreement.

5 - Service TERMS:

After purchasing the Service, you may not be able to begin until the specified Start Date. You must complete the session by the specified End Date. At the completion of the session, you will receive a certificate evidencing your participation in, and completion of, the Conversation Session(s). The Conversation material and any of its accompanying materials may not be shared with any party. If we suspect the Conversation session(s) or Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to this Website, in our sole and exclusive discretion.

You hereby acknowledge and agree:

  1. A) You are solely and exclusively responsible for the choices that you make with regard to this Service, the Materials contained within it, or any significant changes to your business or life;
  2. B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;
  3. C) We are not liable for any result or non-result or any consequences which may come about due to your participation in the Conversation Session(s);
  4. D) This Service does not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.

6 - INTELLECTUAL PROPERTY:

You agree the Materials, the Conversation Session(s), the Website, and any other Services provided by the Service Provider are the property of the Service Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all rights, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company

7 - CONTENT YOU POST:

Through your participation in the Conversation and your use of the Website, you may be permitted to post materials on the Website ("User Contributions"). You hereby grant Service Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The Service Provider claims no further proprietary rights in your User Contributions. You also agree to comply with the "Acceptable Use" provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions. If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know.

8 - YOUR OBLIGATIONS:

As a participant in the Conversation Session(s), you will be asked to undertake and complete the following obligations. As a participant in the Conversation Session(s), you will be asked to register with us. When you do so, you will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in the Services provided. You must not share such identifying information with any third party, and if you discover that your identifying information has been compromised, you agree to notify us immediately in writing. An email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information. The billing information you provide us, including credit card, billing address, and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information, or using the Service or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

9 - PAYMENT & FEES:

 Payment currency

Unless otherwise agreed, all payments to be made pursuant to this Agreement are denominated in, and shall be made in pounds (Sterling)

All payments will be made via Contracted Payment Gateway Providers.

We reserve the right to change our Service Provider and will use our best endeavors to notify you forthwith.

All prices are set out by CPs on the website unless expressly stated otherwise.

10 - ACCEPTABLE USE:

You agree not to use the Service or the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Service or the Website in any way that could damage the Service, Website, Services, or general business of the Service Provider. You further agree not to use the Service or the Website:

  1. i) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
  2. ii) To violate any intellectual property rights of the Service Provider or any third party;

iii) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

  1. iv) To perpetrate any fraud;
  2. v) To publish or distribute any obscene or defamatory material;

Vi) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

vii) To unlawfully gather information about others.

11 - AFFILIATE MARKETING & ADVERTISING:

We engage in affiliate marketing whereby we receive a commission on or percentage of the sale of goods or services on or through the Service and/or Website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the UK Code of Non-broadcast on Marketing, Advertising and Direct & Promotional Marketing (“CAPCode”), as well as any other legal requirements which may apply.

12 - NO LIABILITY:

The Service and Website are provided for informational purposes only. You acknowledge and agree that any information posted on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Service is at your own risk. We do not assume responsibility or liability for any advice or other information given in the Service, or on the Website.

13 - REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

  1. a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Service or Website;
  2. b) Violate the security of the Service or Website through any unauthorised access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

14 - DATA LOSS:

We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Service or use of the Website is at your own risk.

15 - INDEMNIFICATION:

You agree to defend and indemnify the Service Provider and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable legal fees, which may arise from or relate to your participation in the Services provided, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defence, if there are sufficient grounds for us to do.

16 - SPAM POLICY:

You are strictly prohibited from using the Services provided for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

 17 - MODIFICATION & VARIATION:

We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

18 - ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding between the Parties with respect to the Service. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

19 - SERVICE INTERRUPTIONS:

We may need to interrupt your access to the Service to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Service and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.

20 - TERM, TERMINATION & SUSPENSION:

We may terminate this Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect. Please be advised that terminating this Agreement does not entitle you to a refund on any monies already transferred to us.

21 - NO WARRANTIES:

You agree that your participation in the Service and your use of the Website is at your sole and exclusive risk and that any Services provided by us are on an "As Is" basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Service or Website will meet your needs or that the Service or Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Service or on the Website. You agree that any damage that may occur to you, through your computer system, or as a result of the loss of your data from your participation in the Service or your use of the Website is your sole responsibility and that we are not liable for any such damage or loss.

22 - LIMITATION ON LIABILITY:

We are not liable for any damages that may occur to you as a result of your participation in the Course or your use of the Website, to the fullest extent permitted by law, as noted above.

23 - GENERAL PROVISIONS:

  1. a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
  2. b) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Service and your use of the Website, you agree the laws of England and Wales shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the laws of England and Wales. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.
  3. c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. The arbitration shall be conducted via a qualified Mediator from TalkEngO and the outcome of the arbitration is final.
  4. d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased, or otherwise transferred by Service Provider, the rights and liabilities of Service Provider will bind and insure to any assignees, administrators, successors, and executors.
  5. e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such a condition, the remainder of this Agreement shall continue in full force.
  6. f) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or sub-part.
  7. g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
  8. h) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

1st DAY OF August 2020

TALKENGO LTD

 H Shaban - Managing Director