BUSINESS TERMS AND CONDITIONS
These Terms and Conditions (“Terms”) set out, for your information, the standard basis on which THE STUDY STUDIO LLP (company number OC460365, of 91 Peterborough Road, London, United Kingdom, SW6 3BU) (“The Study Studio”, “we”, “us”, “our”) provides tutoring, holiday camp and related services (the “Services”) to our clients (“Client”, “you”, “your”).
This page is provided so that you can review our terms before booking. It is not itself the contract between us. When you book with us, we will provide you with an individual Service Agreement based on these Terms for you to sign. That signed Service Agreement, together with any Proposal, is what forms the binding contract between us; if there is ever a difference between this page and your signed Service Agreement, the signed Service Agreement will prevail.
These Terms apply together with any proposal, quotation, order confirmation, invoice or booking details we provide to you (a “Proposal”). If there is any inconsistency between these Terms and a Proposal, these Terms will prevail, except that any terms expressly described as “Special Conditions” in a Proposal will prevail to the extent of the inconsistency.
1. Term
This agreement between us commences on the date you first book or pay for Services, and continues until terminated in accordance with these Terms.
If Services are supplied after this agreement has otherwise ended, without a replacement agreement or express written agreement that these Terms will not apply, these Terms will continue to apply to those Services.
2. Our Services
(a) In consideration of payment of our fees, we will provide you with the Services set out in your Proposal or booking confirmation.
(b) Unless otherwise agreed, we may, at our discretion: (i) not commence work on any Services until you have paid any fees or deposit due; and (ii) withhold delivery of Services until an outstanding invoice has been paid.
(c) Any timeframe given for performance of the Services is indicative only and subject to change on notice from us.
3. Data Security
(a) We will use reasonable efforts to ensure that your information or data (“Client Data”) is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(b) We will not knowingly make undocumented or unauthorised configuration changes to systems or controls used to secure Client Data where those changes would materially decrease the protections afforded to Client Data.
(c) Each of us will promptly notify the other after becoming aware of a potential, actual or suspected unauthorised access to, disclosure of, or loss of Client Data or Confidential Information.
4. Disclaimer
(a) You acknowledge and agree that: (i) all information provided as part of the Services is an opinion only, based on our experience and best practice; (ii) we do not guarantee any particular outcome, or any particular decision from any third party, on any issue, if you rely on the Services; and (iii) it is your responsibility to comply with applicable law and regulations relevant to you, including but not limited to data protection and privacy law.
(b) We may provide food and snacks to students as part of the Services. Because of this, it is essential that you disclose to us, in advance and in writing, all of the relevant student’s allergies, intolerances, dietary requirements and medical conditions, and promptly notify us of any change. You remain responsible for the accuracy and completeness of that information. We will take reasonable steps to have regard to the information you disclose, but you acknowledge that our premises are not an allergen-free environment and that we cannot guarantee a student will not be exposed to allergens. To the maximum extent permitted by law, we do not accept responsibility or liability for any allergic reaction, illness, injury or other harm arising from food, snacks or drink not provided by us, or that arises from allergies, intolerances or medical conditions you have not disclosed to us in advance. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence.
5. Tutoring and Holiday Camp Services
If the Services include tutoring, holiday camp or similar services (“Tutoring/Holiday Camp Services”), you acknowledge and agree that:
(a) the Tutoring/Holiday Camp Services are limited to the services set out in your Proposal;
(b) you warrant that you are the relevant student’s parent, legal guardian or authorised contact, and must provide accurate student details, emergency contact details and medical, allergy or special needs information before the Tutoring/Holiday Camp Services are provided;
(c) you must comply with any sign-in, sign-out, supervision, collection, attendance, food, medication, illness and safety requirements we reasonably notify to you or set out in your Proposal;
(d) we may refuse, suspend or end the Tutoring/Holiday Camp Services for a student if reasonably necessary due to capacity, illness, behaviour, safety, allergy or medical concerns, or an inability to accommodate the student’s requirements; and
(e) the Tutoring/Holiday Camp Services do not include administering medication.
6. Waiver and Indemnity (Supervised Tutoring Services)
(a) You acknowledge and agree that: (i) participation in supervised tutoring services may involve interactions with other students and may carry the risk of injury and other unpredictable risks to the relevant student and other students; (ii) you leave the relevant student and their belongings with us at your own risk; (iii) we are not a registered childcare provider or approved childcare facility unless expressly stated in your Proposal, and supervised tutoring services are only provided on the basis set out in your Proposal; and (iv) any information you provide in relation to the relevant student is true, accurate and complete.
(b) To the maximum extent permitted by law, you release us and our officers, employees and contractors from any demand, claim or proceeding in relation to any injury, death, loss or damage to personal property in connection with the relevant student’s participation in the supervised tutoring services.
(c) Each of us indemnifies the other in relation to any demand, claim or proceeding that may be brought in connection with the relevant student’s participation in the supervised tutoring services or access to the tutoring premises or area.
7. Supervision, Collection and Safeguarding
(a) We are responsible for supervising students only during their designated, scheduled tutoring session. We do not provide supervision or tutoring for students outside their scheduled session, and no staff member is dedicated to minding students who are not in a session. Accordingly, you are responsible for ensuring that the student is dropped off no earlier than, and is collected promptly at, the scheduled session times, and you remain responsible for the student at all times before drop-off and after collection. Students must not be left unattended on the premises before the start of, or after the end of, their session.
(b) For safeguarding reasons, students will not be permitted to leave the premises unescorted, unless prior written consent is provided by a parent, guardian or authorised adult. A parent, guardian or authorised adult must arrive promptly to collect the student at the end time of the session.
(c) Late collection will be charged pro-rata at the same rate as your tuition hour (for example, at a tuition cost of £100 per hour, a 10-minute delay will incur a charge of approximately £17).
(d) Following three instances of late collection within any period of three months, we reserve the right to refuse the student for any subsequent bookings.
(e) Where you use our optional school pick-up (walking bus) service, the tutor will collect the student from school (or, during school holidays, from home) and accompany them to The Study Studio. This service is subject to availability and to any conditions we notify to you (including that the collection point is within approximately a 15-minute walk), requires your prior written authorisation, and is provided in accordance with our Safeguarding and Child Protection Policy.
(f) We are committed to safeguarding and promoting the welfare of students in accordance with applicable statutory frameworks, as set out in our Safeguarding and Child Protection Policy.
(g) Independent or unsupervised device use is not permitted. On arrival, students must place their mobile phones in the designated basket. No student will be left unattended with an electronic device, and any electronic device used for educational purposes will be supervised by the tutor.
(h) Any member of staff, volunteer or visitor who receives a disclosure of abuse, or who suspects that a student is at risk, must report it immediately to a Designated Safeguarding Lead.
(i) We do not tolerate harmful behaviour, child-on-child abuse or sexual harassment. We reserve the right to terminate a booking immediately if a student’s behaviour endangers the safety or wellbeing of others, or if a parent abuses any member of our staff.
(j) Child-protection records are stored securely, held separately from general student files and retained confidentially, in accordance with the UK GDPR.
8. Your Obligations
(a) You must provide us with all documentation, information and assistance we reasonably require to perform the Services.
(b) You warrant that all information, documentation and other material you provide to us for the purpose of receiving the Services is complete, accurate, compliant with any applicable laws and industry regulations, and up to date.
(c) You release us from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material you provide being incomplete, inaccurate or out of date.
(d) You must not do or say anything which could be deemed to be harmful to our business, goodwill or reputation.
(e) You agree that, by receiving or requesting the Services, you will not: (i) breach any applicable laws, rules and regulations (including any applicable data protection laws); or (ii) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.
9. Payment
9.1 Fees
(a) You must pay our fees in the amounts, and in accordance with the payment terms, set out in your Proposal, invoice or booking confirmation.
(b) To the maximum extent permitted under statutory provisions, any fees paid are non-refundable.
9.2 Invoices
We will issue a valid invoice for payment of our fees. You must pay in accordance with the remittance method set out in the invoice, by the due date stated.
9.3 Direct Debit
Where fees are paid by direct debit (“DD”), you:
(a) authorise direct debit in line with our third-party payment provider (“Payment Provider”), any separate DD authorisation form and any DD agreement as applicable;
(b) agree to enter into any DD agreement required by our Payment Provider;
(c) authorise us to charge your bank account or credit card in advance in line with any DD authorisation form and DD agreement;
(d) must ensure sufficient funds are available in your account to allow our Payment Provider to debit the fees payable; and
(e) acknowledge that additional payments may be required from the Payment Provider if you miss or fail to make any payment, under terms separate from and in addition to these Terms.
9.4 Late Payment
If you do not pay an amount due on or before its due date:
(a) we may suspend provision of the Services;
(b) we may seek to recover the amount due by referring the matter to a collection agency; and
(c) without limiting our other rights under these Terms, you must pay us interest at the rate of 4% per annum above the Bank of England base rate on each amount outstanding, from the due date until payment is received, together with our reasonable costs actually incurred in recovering the overdue amount.
9.5 VAT
Unless otherwise indicated, our fees do not include VAT. Where VAT is payable, you must pay it in addition, subject to us providing an invoice showing the VAT.
10. Bookings, Deposits, Cancellations and Refunds
(a) We operate a strict advance-payment system. All fees must be cleared before the relevant Services are delivered, and we do not accept cash.
(b) A deposit of 25% of the fees is required to secure your place for the next term.
(c) To enable us to finalise schedules and resources, bookings must be confirmed at least 14 days before the lessons’ start date by paying the remaining 75% balance.
(d) Payment may be made by credit card, Direct Debit, or via the secure payment link sent to you.
(e) No payment, no lesson: all payments must be cleared before delivery of the Services. If the balance is unpaid, the student will not be admitted to the session.
(f) If you cancel a lesson at least 14 days before it is due to take place, the amount paid will be credited towards your following booking.
(g) Cancellations made after the 14-day deadline will result in the 25% deposit being retained by us. If you wish to cancel within this 14-day window, please notify us as soon as possible.
(h) Where you are a consumer and the contract is made at a distance (for example, via our website, by email or over the telephone), you have a statutory right to cancel within 14 days of entering into the contract, provided the tutoring Services have not already commenced at your request.
(i) If an invoice or balance remains unpaid after Services have been provided, the debt may be referred to a third-party debt-recovery company, and you may be required to pay the original debt, interest as set out above, and any reasonable recovery costs we actually incur.
11. Confidentiality
(a) Neither of us will use or disclose to any person any confidential information disclosed by the other, without prior written consent, except as set out below.
(b) This does not apply to information which: is generally available to the public (other than as a result of a breach of these Terms or another duty of confidence); is required to be disclosed by law or regulation; or is disclosed by us to our subcontractors, independent contractors, officers, directors, employees, cloud storage providers, agents or professional advisers for the purpose of performing the Services.
(c) “Confidential Information” means information provided by one of us to the other in connection with the Services that is by its nature confidential, is designated as confidential, or that the recipient knows or ought to know is confidential, other than information that is or becomes public knowledge without a breach of confidentiality.
(d) Because individual fee arrangements and any bespoke terms may vary between clients, you agree to keep confidential the specific fees and any bespoke terms agreed with you, and not to disclose them to any third party, except as required by law.
12. Non-Solicitation
For the duration of our engagement with you and for 12 months afterwards, you must not directly or indirectly, on your own behalf or on behalf of others, employ, solicit or engage, or attempt to employ, solicit or engage, any director, officer or employee of The Study Studio with whom you had contact in the course of receiving the Services.
13. Data Protection
(a) Words and phrases in this section have the meaning given to them by applicable data protection and privacy laws, including the UK GDPR and the Data Protection Act 2018, and any related legislation, as amended from time to time (“Data Protection Legislation”); “controller”, “processor”, “process” and “personal data” have the meanings given in the Data Protection Legislation.
(b) During and after delivery of the Services, you agree that we will be processing personal data for our own purposes as a controller under the Data Protection Legislation, including for the following purposes: (i) providing the Services; (ii) sending marketing materials or other publications to you or your representatives, using your contact details, including via our independent contractors and third-party suppliers; (iii) processing personal data concerning our other clients and contacts for our own business purposes; (iv) processing and transferring personal data as necessary to effect a reorganisation of our business; and (v) sharing personal data with other legal or professional advisers we use to provide you with legal or professional services.
(c) There may be limited occasions where we process personal data you have provided to us on your behalf as a processor. We will advise you in writing where we believe we may act as a processor, and any such processing will be in accordance with, and subject to, your instructions.
(d) Before carrying out such processing, we will document the subject matter and duration, the nature and purpose of the processing, the types of personal data and categories of data subjects, and other terms prescribed by the Data Protection Legislation. We will ensure appropriate technical and organisational measures are taken to protect any personal data you supply against unauthorised or unlawful processing, accidental loss, destruction or damage, including where we subcontract any processing (for example, external data storage).
(e) Your instructions are taken to include our use, where appropriate, of independent contractors and third-party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and similar functions.
(f) By accepting these Terms, you give positive consent for us to obtain, store and process information about you as described above. You agree that, where necessary, you will have satisfied the relevant statutory ground under the Data Protection Legislation before providing us with personal data. Any personal data we supply to you about our employees, independent contractors or other third parties may only be used for the express purpose for which it is provided.
(g) Each of us will comply with the Data Protection Legislation.
(h) You acknowledge that, in providing the Services, we process personal data relating to children. We will process such data in accordance with the UK GDPR, the Data Protection Act 2018 and the ICO’s Age Appropriate Design Code. By booking our Services, you confirm that you are the parent or legal guardian of the student (or are otherwise authorised to act on the student’s behalf) and give any consent required for us to process the student’s personal data, including special category data such as health, dietary, allergy and safeguarding information, to the extent necessary to provide the Services and meet our safeguarding obligations. We will collect and retain only the personal data reasonably necessary for those purposes.
For further information about how we handle personal data, please see our Privacy Policy.
14. Intellectual Property
14.1 Our IP
(a) You will not acquire any Intellectual Property Rights in any of our IP. Any Developed IP will be solely and exclusively owned by us.
(b) During the Term, we grant you a non-exclusive, non-transferable, revocable licence to use our IP and any Developed IP solely for the personal educational use of the student receiving the Services. You must not copy, reproduce, distribute, resell or make our IP or Developed IP available to any third party without our prior written consent.
14.2 Definitions
(a) “Developed IP” means any materials we produce in the course of providing the Services, including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails and notes, whether in draft or final form, in writing or provided orally, either alone or in conjunction with you or others, and any Intellectual Property Rights attaching to those materials.
(b) “Our IP” means all materials we own or license that are not Developed IP, and any Intellectual Property Rights attaching to those materials.
(c) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal).
15. Subcontracting
We may subcontract the provision of the Services without your prior approval, including where we require third-party expertise. You may request to be told the name of any subcontractors working on the Services. We will not provide copies of any subcontracts to you.
16. Limitation of Liability
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
(b) To the maximum extent permitted by applicable law, neither we, nor any of our employees, contractors, directors, officers or agents (“Personnel”), will be liable to you for: (i) any incidental, punitive, indirect, special or consequential damage, loss or expense, including but not limited to any loss of business, contracts, revenue or profits, business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss, even if we or our Personnel have been advised of their possible existence, arising in connection with the provision of the Services or these Terms; nor (ii) any direct damage, loss or expense arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with the provision of the Services or these Terms.
(c) To the extent that applicable law restricts the extent to which liability can be excluded under these Terms or in connection with the Services, including the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015 in England and Wales (and their equivalents in any other jurisdiction) relating to reasonableness and fairness, the exclusions in this clause will be limited in accordance with such restrictions. Any exclusions of liability not affected by such restrictions remain in full force and effect.
(d) To the maximum extent permitted by law, our total liability in respect of loss or damage you sustain in connection with these Terms is limited to the total amounts you have paid us for the Services in the 12 months preceding the date of the event giving rise to the relevant liability.
(e) The liability cap in this clause does not apply to liability arising from fraud, wilful misconduct, breach of confidentiality, infringement of Intellectual Property Rights, non-payment of fees, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited or excluded (including your statutory rights under the Consumer Rights Act 2015).
17. Termination
17.1 Termination Rights
(a) We may terminate our agreement with you for any reason at any time by providing 30 days’ written notice. The date of termination will be 30 days from the date of the notice.
(b) You may terminate our agreement for any reason at any time by providing 30 days’ written notice. The date of termination will be 30 days from the date of the notice.
(c) Either of us (the “Non-Defaulting Party”) may terminate our agreement immediately by written notice to the other (the “Defaulting Party”) if the Defaulting Party: (i) is in material breach of these Terms and either fails to remedy the breach within 14 days of receiving notice requiring it to do so, or the breach is not capable of remedy; or (ii) becomes subject to any form of insolvency or bankruptcy administration. The date of termination will be the date notice is given.
17.2 Accrued Rights and Liabilities
Expiry or termination of our agreement will not prejudice any accrued rights or liabilities of either of us, nor excuse either of us from a breach occurring before expiry or termination.
17.3 Consequences of Expiry or Termination
Upon expiry or termination:
(a) you will pay any outstanding fees for Services provided (or that would have been provided had termination not occurred) up to the date of termination;
(b) you must pay all amounts owed for Services already provided as at the date of termination;
(c) each of us must return the other’s property;
(d) you must immediately cease using all Developed IP and our IP, unless otherwise agreed; and
(e) each of us must immediately return to the other, or (if requested) destroy, any documents in our possession containing the other’s confidential information.
17.4 Survival
Any clause that by its nature would reasonably be expected to be performed after termination or expiry will survive, including clauses relating to accrued rights, confidentiality, intellectual property, and limitation of liability.
18. Complaints
(a) If you are dissatisfied with the Services, please email hello@thestudystudio.co.uk with full details.
(b) We will acknowledge your complaint within 2 business days and aim to investigate and resolve the matter fairly within 14 business days.
19. Dispute Resolution
(a) A party claiming that a dispute has arisen under or in connection with these Terms must not commence court proceedings, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
(b) A party requiring resolution of a dispute must give the other party written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once notice has been given, both parties must use best efforts to resolve the dispute in good faith. If the dispute is not resolved within 14 days of the notice, either party may take legal proceedings.
20. Notices
Notices under these Terms must be in writing and in English, and delivered by email, to hello@thestudystudio.co.uk (for us) or to the email address you have provided to us in connection with your booking (for you). Unless the sender knows or reasonably ought to suspect that an email was not delivered, notice will be taken to be given 24 hours after the email was sent, or when replied to, whichever is earlier.
21. Force Majeure
(a) If either of us (“Affected Party”) becomes unable, wholly or in part, to carry out an obligation under these Terms (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give the other prompt written notice of reasonable details of the event and, so far as known, the probable extent of the resulting delay or inability to perform.
(b) Subject to that notice, the relevant obligation will be suspended during the Force Majeure Event to the extent affected.
(c) The Affected Party must use reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) “Force Majeure Event” means any: act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; strikes or other industrial action outside the Affected Party’s control; war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; or any government decision relating to, or threat of, a pandemic beyond the Affected Party’s reasonable control, to the extent it affects the Affected Party’s ability to perform its obligations.
22. General
22.1 Governing Law
These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the law of England and Wales.
22.2 Jurisdiction
Each of us irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
22.3 Assignment
Neither of us may assign, novate or otherwise transfer any rights or obligations under these Terms without the other’s prior consent (not to be unreasonably withheld).
22.4 Amendments
We may update these Terms from time to time to reflect changes in our Services or applicable law. The version published on our website applies to bookings made after the date it is posted. These Terms may otherwise only be amended by written agreement between us.
22.5 Third Party Rights
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term of these Terms.
22.6 Severance
Any term of these Terms which is wholly or partially void or unenforceable is severed to that extent, without affecting the validity and enforceability of the remainder.
22.7 Joint and Several Liability
An obligation or liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
22.8 Costs
Except as otherwise provided in these Terms, each of us must pay our own costs and expenses in connection with these Terms.
22.9 Waiver
Neither of us may rely on the words or conduct of the other as a waiver of any right unless the waiver is in writing and signed by the party granting it.
22.10 Entire Agreement
Your signed Service Agreement, together with any Proposal, constitutes the entire agreement between us in relation to the Services, and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, on the same subject. This page is provided for information only and does not itself form part of that agreement.
22.11 Interpretation
(a) words in the singular include the plural and vice versa;
(b) words indicating a gender include the corresponding words of any other gender;
(c) a defined term used in another part of speech or grammatical form has a corresponding meaning;
(d) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture, a partnership, a trust and any other entity;
(e) headings and words in bold are for convenience only and do not affect interpretation;
(f) the word “includes” and similar words are not words of limitation.
Contact Us
THE STUDY STUDIO LLP
Company number: OC460365
91 Peterborough Road, London, United Kingdom, SW6 3BU
Email: hello@thestudystudio.co.uk
Phone: +44 7850 216283