Online education and training terms and conditions (B2B and B2C)
The movement of educational and training services online, a long-term trend, has been greatly accelerated by COVID-19 pandemic. Rather than building their own software platforms, start-ups and SMEs generally make use of existing third party services to facilitate the provision of remote education and training. These terms and conditions have been designed with this kind of education and training offering in mind.
There are three core service types covered by the terms and conditions.
First, they cover direct teaching and training services, whether on a one-to-one or one-to-many basis. For example, these clauses will apply where a tutor is teaching via Zoom, or where a lecturer is presenting via Microsoft Teams. Optional provisions set out processes for making, rescheduling and cancelling particular sessions at which these teaching services will be provided.
Second, they cover on-demand hosted services such as streamed video and audio, interactive quizzes and tests, educational browser games and in-browser inter-student communication tools. The provisions assume that these hosted services will be provided via a third party platform, and you should check that your own contractual documentation is consistent with the terms and conditions governing the use of the relevant platform.
Third, they cover the provision of downloadable materials. These are a little different from a legal perspective, because users will need a traditional copyright licence in order to use the materials. Again, the downloadable materials may be provided by means of a third party platform and, in that case, you will need to ensure consistency.
You can mix-and-match the services, so that it is easy to edit the document to exclude an irrelevant service type.
Because of the importance of third party services and platforms in the provision of the educational or training services, a special set of clauses deal with responsibilities and liabilities relating to the use of those services and platforms.
Online education and training terms and conditions (B2B and B2C) contents
- Order process: services advertisement as invitation to treat; no contract for supply of services except in accordance with order process; order process for services; input error correction and identification.
Term: commencement of term; end of term (indefinite or subscription); each order form creates distinct contract. Services: provision of teaching services, hosted services and/or downloads; standard of services. Teaching Services: teaching services provided via third party platform; time for teaching services sessions (order form);Providerlate for session; rescheduling sessions (Provider); rescheduling sessions (either party); cancellation of session byClienton notice; personnel shortage and cancellation of sessions; assurances relating to personnel (teaching services). Hosted Services: obligation to supply hosted services; methods of supply of hosted services byProvider; timetable for supply of hosted services; grant of licence to use hosted services (third party services); limitations on use of hosted services in order form (B2B or B2C); prevention of unauthorised access to hosted services; availability of hosted services dependent upon third party services. Downloads:Providerto supply or make downloads available; methods of supply of downloads byProvider; timetable for supply of downloads; licence to use downloads; prohibitions on use of downloads; retention of download copyright etc notices; digital rights management for downloads;Providerdownloads intellectual property infringement warranty; termination of downloads licence; actions on termination of downloads licence. Third Party Services: third party services must be used byClient;Providernot responsible for supplying third party services;Clientcompliance with third party services terms and conditions;Providernot responsible for third party services provider data use; no warranties or liability in relation to third party services; no liabilities or refunds for third party services failure.
- Clientobligations: warranty thatClientmeets prerequisites for educational services (order form); warranty of veracity of information; compliance with acceptable use policy for services and third party services; general second party obligations.
: submission ofClientMaterialsClientmaterials (educational services); licence ofClientmaterials (optional survival); warranties relating to second party materials.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT (B2B or B2C); variation of charges.
- Payments: issue of invoices; time for payment of charges following invoice; advanced payment of charges for services; payment methods; interest on late payments (B2B or B2C); suspension of services.
- Distance contracts: cancellation right: distance contracts: cancellation right for consumers; cancellation right for services and digital content; consumer agreement to provision of services; exercise of cancellation right; refund upon services distance contract cancellation; refund method; refund timing for services and digital content.
- No guarantee of exam success: no guarantees of exam success.
- Warranties: warranty that Clientmeets prerequisites for educational services (order form); warranty of veracity of information; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Limitations and exclusions of liability: caveats to limits of liability (B2B or B2C); interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
- Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Notices: contractual notices by email or through Providerwebsite.
- Subcontracting: subcontracting permitted.
- General: no waiver; severability; variation written and signed; asymmetric variation; asymmetric assignment of contractual rights (B2B, B2C or mixed); no third party rights; entire agreement: documents; governing law; exclusive jurisdiction.
- Definitions: definitions.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
Schedule 1 (Community Standards)
- Introduction: definitions for community standards policy; parties to policy; agreement to policy by using services; express agreement to policy.
- General usage rules: no damaging use of services; no unlawful use of services; content must comply with provisions of part.
- Academic offences: plagiarism; cheating.
Content: no unlawful user content: general prohibition; no unlawful user content: specific prohibitions; previous complaints and user content.
- Graphic material: age suitability of user content; no violence in user content; no pornographic user content.
- Marketing and spam: prohibition on marketing activities; no spam in user content; sending spam using email addresses; no promotion of marketing schemes; avoidance of IP blacklisting.
- Monitoring: acknowledgement relating to monitoring.
- Data mining: no data mining.
- Harmful software: no harmful software; no risky software.