12 Service Agreement
12.1 Introduction
This Da Capo Academy Service Agreement (the "Agreement") is between Da Capo Academy, it’s associates and Teachers ("Da Capo Academy") and the user agreeing to these terms ("Customer"). This Agreement governs access to and use of services provided by Da Capo Academy (“Service” and/or “Services”), and what payment obligations are required of the Customer.
By clicking "I agree", signing your contract for the Services or using the Services, you agree to this Agreement as a Customer.
If you are agreeing to this Agreement and, if applicable, the Data Processing Agreement, for use of the Services by an organisation, you are agreeing on behalf of that organisation. You must have the authority to bind that organisation to these terms, otherwise you must not sign up for the Services.
12.2 Definitions
a) The online web interface and point of sale system provided by Da Capo Academy will be referred to as the “Point of Sale”.
b) Tuition will be given in blocks of lessons referred to as “Series”.
c) The person receiving tuition within the Series will be referred to as the “Learner”.
d) The person paying any applicable fees for tuition within or for the Series will be referred to as the “Customer”.
e) "End Users" means users of the Customer's Services account. End Users may include the Customer's and its Affiliate's employees and consultants.
f) "End User Account" means a Da Capo Academy hosted account established by the Customer through the Services for an End User.
g) The person giving tuition as a representative of Da Capo Academy, will be referred to as the “Teacher”.
h) "EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing EU Data Protection Directive (95/46/EC), the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.
i) "EU Standard Contractual Clauses" means the EU Standard Contractual Clauses with Da Capo Academy for the transfer of personal data to processors incorporated into the Data Processing Agreement.
j) "Data Processing Agreement" means the agreement with Da Capo Academy relating to compliance with EU Data Protection Laws set forth at the following link: http://dacapoacademy.co.uk/data-processing-agreement or any other link that Da Capo Academy may provide.
12.3 Tuition
a) A Series commences on the date that fees for the Series are settled.
b) There is a total of up to fourteen lessons per Series.
c) The frequency of lessons within a Series is between a minimum of 1 per calendar week and a maximum of 4 per calendar week.
d) The length of all lessons received within a Series, and the number of lessons within a Series, are specified in the description of the Series at the Point of Sale.
e) The location of the lessons is specified in the description of the Series at the Point of Sale.
f) The date, day and time of the first lesson and all future lessons are specified by the Customer at the point of sale, subject to current and future availability.
12.4 Fees
a) Lessons will be charged at the rate specified in the description of the Series at the Point of Sale, per-hour, pro-rata for any part of an hour.
b) Da Capo Academy, or the Teacher may serve written notice of an increase in fees to the Customer by no later than the start of the Series of lessons preceding the Series when the increase in the fees will take effect.
12.5 Conditions
The conditions below will apply to this agreement.
12.5.2 Lessons
a) The Teacher will give tuition in Series of lessons consisting of the number of lessons specified above.
b) Series will not necessarily coincide with school terms.
c) The Teacher will give lessons at the time and location specified at the point of sale and the Teacher will reserve this time slot for the Learner.
12.5.3 Payment of fees
a) The Customer will pay the fees for each Series in full on or before the first lesson of the Series.
12.5.4 Cancellation
a) The Customer may cancel their Series at any time within the 14 days after their initial purchase by cancelling the Series at the Point of Sale.
b) After the initial 14 days mentioned above in 12.5.4 (a) has lapsed, the customer must terminate their agreement in accordance with 12.5.8, below.
12.5.5 Lesson timetable
a) Before the first lesson of each series, the Teacher will give the Customer written confirmation of:
b) the dates and times of all lessons in that Series; and
c) the start date of the following Series. Holiday breaks (as specified by Da Capo Academy) may occur partway through a Series.
12.5.6 Missed Lessons
a) The Teacher will charge for any scheduled lessons which the Learner does not attend unless the Teacher chooses not to do so because of exceptional circumstances. This is entirely at the discretion of the Teacher.
b) If the Teacher cancels a scheduled lesson, the Customer may choose between:
i) carrying the lesson forward;
ii) rescheduling a replacement lesson;
12.5.7 Examinations, competitions and public performances
a) The Learner will not be entered for any examination, competition or public performance without the prior consent of both the Teacher, the Customer and the Learner.
12.5.8 Termination
a) This Agreement may be ended by mutual consent at any time by Da Capo Academy, the Teacher or the Customer, by any of the mentioned parties cancelling the Series at the Point of Sale.
b) Where fees are not paid on time, Da Capo Academy, or the Teacher reserves the right, entirely at the Teacher’s discretion, to terminate this Agreement with immediate effect by giving written notice of termination to the Customer. This right to terminate is without prejudice to any other rights the Teacher may have.
c) Da Capo Academy, the Teacher, or the Customer, in this Agreement may terminate the Agreement by cancelling the Series at the Point of Sale before the end of the Series for the termination to take effect at the end of that Series. Such termination will take effect at the end of a Series only and not at any other time. If the Teacher gives notice to terminate tuition at the end of a Series in accordance with this condition (12.5.8, c)) the Teacher will continue to provide lessons until the end of that Series.
12.5.9 Failure to give notice
a) Unless terminated under Condition 12.5.8, above, this Agreement shall continue from Series to Series.
b) If the Learner stops attending lessons while a Series is ongoing, the Customer is not entitled to a refund of any fees paid for that Series. The Learner is entitled to attend any lessons paid for.
c) If the Teacher stops lessons without giving the correct notice specified in Condition 12.5.8, a), above the Teacher shall refund any fees already paid for any lessons not given.
12.5.10 Conduct
a) If the Teacher, in his or her reasonable opinion, feels unable to continue tuition on account of unreasonable conduct by the Learner or anyone connected with the Learner, the fees for any outstanding lessons will not be refundable.
12.5.11 Changes
a) Any changes to the terms of this Agreement will be sent to the Customer within a minimum of seven-days before those changes are to take effect in accordance to 12.6.1, a), below.
b) If the Teacher chooses to waive any right or remedy under this Agreement or otherwise (for example, if the Teacher chooses to waive fees for any lessons which the Pupil does not attend) this shall not mean that he or she must do so in future or that he or she waives any other rights or remedies, unless agreed in writing.
12.5.12 Communication between parties
a) For the purposes of this Agreement formal written notice must be given on paper or by email.
b) Verbal communication (spoken, in person or via telephone), text messaging or any form of social networking will not be accepted as formal communication of notice of termination.
c) Verbal communication (spoken, in person), text messaging or any form of social networking will not be accepted as formal communication of notice of cancellation of scheduled sessions.
12.5.13 Disputes
a) Before filing a claim, each Signatory agrees to try to resolve the dispute by contacting the other Party through the notice procedures in 12.5.12.
b) If a dispute is not resolved within thirty days of notice, the Customer or Da Capo Academy may bring a formal proceeding.
12.5.14 Governing law and jurisdiction
a) This Agreement shall be subject to the laws of the jurisdiction of the United Kingdom and the signatories to this Agreement agree that any dispute relating to the subject matter of this Agreement shall be subject to the exclusive jurisdiction of the courts of that jurisdiction.
12.6 Miscellaneous
12.6.1 Terms Modification
a) Da Capo Academy may revise this Agreement from time to time and the most current version will always be posted on the Da Capo Academy.
b) If a revision, in Da Capo Academy’s sole discretion, is material, Da Capo Academy will notify the Customer in accordance to 4.9.1 (by, for example, sending an email to the email address associated with the applicable account).
c) Other revisions may be posted to Da Capo Academy’s articles page or terms page, and the Customer is responsible for checking these postings regularly.
d) By continuing to access or use the Services after revisions become effective, the Customer agrees to be bound by the revised Agreement.
e) If the Customer does not agree to the revised Agreement terms, the Customer may terminate the Services within thirty days of receiving notice of the change.
12.6.2 Entire Agreement
a) This Agreement supersedes any prior agreements or understandings between the parties, and constitutes the entire Agreement between the parties related to this subject matter.
b) All attachments to the Agreement, the Data Processing Agreement, Customer invoices and Order Forms executed by the Parties are hereby incorporated into the Agreement by this reference.
12.6.3 Interpretation of Conflicting Terms
a) If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: i) the invoice, ii) the Order Form, iii) the Agreement.
b) The terms and conditions of this Agreement will be considered the confidential information of Da Capo Academy, and the Customer will not disclose the information to any third parties.
c) The Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
d) If End Users are required to click through terms of service in order to use the Services, those click-through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.