DEFINITIONS AND INTERPRETATION
In these Payment Terms, initially capitalised terms shall have the meanings given to them in the Terms of Service unless otherwise defined below:
Credits means the virtual currency purchased from Eurekly for use solely on the Site to purchase Tutoring Services and which have no value outside of Eurekly, all Tutoring Services on the Site being paid for with such Credits;
Payment Method means any Eurekly or third party service(s)specified from time to time by Eurekly which may be used by a Student to purchase Credits;
Payment Services has the meaning given to it in clause 2.1;
Service Fees has the meaning given in, and calculated in accordance with, clause 7.4(a);
Student Wallet means the account created by a Student to purchase Credits (using any of the payment methods available on the Site) that may be used to pay for Tutoring Services and other Services offered by the Site;
Terms of Service means Eurekly’s general terms of service, which are available at [www.eurekly.com/terms/terms-of-service] and which are incorporated herein by reference;
Tutor Wallet means an account created by a Tutor which must be used by the Tutor to receive payment from Students for Tutoring Services;
Tutoring Contract has the meaning given to it in clause 5.1;
Tutoring Fees means the amounts that are due and payable by a Student for confirmed Tutoring Sessions and/or Tutoring Packs that have been given by a Tutor, it being acknowledged and agreed that the Tutor alone, and not Eurekly, is responsible for setting the Tutoring Fees;
Tutoring Pack has the meaning given to it in clause 8.2(a);
Tutoring Request has the meaning given to it in clause 7.2;
Tutoring Session has the meaning given to it in clause 2.4; and
Withdrawal Method means any Eurekly or third party service(s) specified from time to time by Eurekly which may be used by a Tutor to exchange Credits for currency.
TERMS OF SERVICE
These terms and conditions (Payment Terms) govern the Payment Services between you and Eurekly Limited (Eurekly Limited is hereinafter referred to as Eurekly,we, us, or our). Eurekly Limited will handle any and all receipts and payments out which are conducted through or in connection with the Site or the Services, including by providing Credit purchase and exchange tools using Payment Methods and Withdrawal Methods, a process for dispute assistance and resolution and other Services (collectively Payment Services, which shall not for the avoidance of doubt include Connection Services).
These Payment Terms constitute a legally binding agreement between you and Eurekly. You acknowledge and agree that, by using the Payment Services, you are indicating that you have read, and that you understand and agree to be bound by these Payment Terms. If you do not agree to these Payment Terms, then you have no right to access or use the Payment Services.
Failure to use the Payment Services in accordance with these Payment Terms may subject you to civil and/or criminal penalties. If you accept or agree to these Payment Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Payment Terms and, in such event, you and your will refer and apply to that company or other legal entity.
Please note that, as stated above, the Site and the Services are intended to be used to facilitate Tutors and Students connecting and booking online sessions of Tutoring Services (each a Tutoring Session) directly with each other. Eurekly cannot and does not control the Content contained in any Tutor or Student profiles and (other than any embedded video streaming tool which Eurekly may from time to time make available on the Site) is not responsible for the methods, materials, online delivery tools or for any other aspects of Tutoring Services. Eurekly is not responsible for and disclaims any and all liability related to any and all Tutoring Services. Accordingly, any Payment Services will be made or accepted at the Member’s own risk.
Eurekly reserves the right, at its sole discretion, to modify or terminate the Payment Services or to modify these Payment Terms at any time by notice to you in accordance with the Terms of Service. By continuing to use the Payment Services after we have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Payment Terms. If the modified Payment Terms are not acceptable to you, your only recourse is to cease using the Payment Services.
ACCOUNT REGISTRATION AND IDENTITY VERIFICATION
In order to use the Payment Services, you must first register to create an Eurekly Account and become a Member in accordance with the Terms of Service. You acknowledge, consent and agree that anyone you authorise to use your Member Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.
You authorise Eurekly, directly or through third parties, to make any inquiries we consider necessary to help verify or check your identity or prevent fraud. This may include asking you to provide a form of government identification (e.g. driver’s license or passport), your date of birth, and other information requiring you to take steps to confirm ownership of your email address, Payment Methods or Withdrawal Methods; or attempting to screen your information against third party databases. You further authorise Eurekly (or its affiliates) to request a consumer report on you from a credit reporting company. This consumer report will be requested and utilised in compliance with applicable law. Eurekly reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
Eurekly makes the Site available as an online venue where Members locate and connect with each other and take advantage of the Services. Eurekly is not involved in the dealing and contracting between Students and Tutors, or in the Tutors' delivery of Tutoring Services to Students (other than any embedded video streaming tool which Eurekly may from time to time make available on the Site). Eurekly has no control over and does not guarantee the quality, safety or legality of Tutoring Services advertised, the truth or accuracy of listings, the qualifications, background, or abilities of Tutors, the ability of Tutors to deliver Tutoring Services, the ability of Students to pay for Tutoring Services, or that a Student or Tutor can or will actually complete a transaction.
Performance of Tutoring Contracts
Upon confirmation of Tutoring Services, time, and price by both the Student and the Tutor, the Student agrees to purchase, and the Tutor agrees to deliver, the Tutoring Services in accordance with the Terms of Service (collectively the Tutoring Contract). You agree not to enter into any contractual provisions in conflict with the Terms of Service. The Student and Tutor each covenants and agrees to act with good faith and fair dealing in performance of the Tutoring Contract. Furthermore, the Student and Tutor each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of the foregoing covenants and agreements. The Student and the Tutor therefore agree that Eurekly has the right to take such actions with respect to the Tutoring Contract, including without limitation suspension, termination, or legal actions, as Eurekly in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.
Period of Exclusivity
- Students and Tutors must agree that for a period of 1 year after acceptance of the first Tutoring Services, providing services for this relationship between the Student and the Tutor will be done exclusively on the Site.
- If you are a Student, you agree that for a period of 1 year after acceptance of Tutoring Services found on the Site, if you solicit or purchase any Tutoring Services from the same Tutor you will do so exclusively on the Site, whether such Tutoring Services are related to the previous Tutoring Services, or for new unrelated Tutoring Services.
- If you are a Tutor, you agree that for a period of 1 year after acceptance of your Tutoring Services, if you propose or provide any Tutoring Services to the same Student you will do so exclusively on the Site, whether such Tutoring Services are related to the previous Tutoring Services, or for new unrelated Tutoring Services.
FINANCIAL TERMS FOR STUDENTS
Students must use Credits to receive Tutoring Services from a Tutor. Eurekly provides Students with a Student Wallet. The Student Wallet is used to hold Credits, and to make payments with Credits, for the purchase of Tutoring Services.
Students must use a Payment Method to pay for Credits. By providing Eurekly with information relevant to such Payment Method (such as credit card or bank account information), you authorise us to charge such credit card or bank account for the amounts stated on the payment page. Following a successful transaction, your Student Wallet will have the corresponding amount of Credits.
No Refunds on authorized payments
Authorized payments are final. While you are not entitled to receive any refunds for Credits purchased, Eurekly may (but is not obliged to) give a refund in its sole and absolute discretion.
Third Party Payment Method Fees
When purchasing Credits, there may be fees that are charged to a Student by the third party Payment Method provider or the Student's bank. These fees are not under Eurekly's control, and Eurekly disclaims all liability in this regard. Whatever Payment Method you use may be subject to additional terms and conditions imposed by the applicable third-party Payment Method provider. It is up to you to review the relevant terms and conditions before using a third party Payment Method.
Cancelled Tutoring Requests
If a Tutoring Request is cancelled by the Student, declined by the Tutor, or expires (not confirmed by the Tutor within the applicable request period), the Credits will be fully refunded to the Student’s Student Wallet.
Confirmation of Tutoring Session
As a Student, upon booking a Tutoring Session or Tutoring Pack, Eurekly will deduct the Credits from your Student Wallet. Upon completion of each Tutoring Session, Eurekly will credit the Tutor’s Tutor Wallet with the Credits for that Tutoring Session (or a proportionate number of Credits if a Tutoring Session was delivered as part of a Tutoring Pack).
Feedback and Ratings on Tutoring Sessions
As a Student, when you confirm a Tutoring Session was completed you will also be asked (but not required) to leave feedback and a rating for the Tutor. You hereby acknowledge and agree that your feedback will not be used to artificially raise or lower a Tutor's rating, commit fraud, spam, insult, harass, threaten, or enact intentional misuse.
You also agree to report violations or abuses of our rating and feedback system immediately by contacting Eurekly customer service and agree not to take any actions that undermine the integrity of the feedback system.
FINANCIAL TERMS FOR TUTORS
All Tutors shall receive payments from Students for Tutoring Services in the form of Credits to be transferred into the Tutor’s Tutor Wallet. Tutors may exchange Credits from their Tutor Wallet for currency transferred to the Tutor's personal funds using a Withdrawal Method.
Accepting Tutoring Requests
Tutors will receive requests for Tutoring Services (Tutoring Requests). By accepting a Tutoring Request, you agree to provide your Tutoring Services to the Student at the date and time set out in the Tutoring Request. You can choose to decline the Tutoring Request. If you do not respond, the Tutoring Request will automatically expire.
Cancellations of Tutoring Requests
If Eurekly decides for any reason that it is necessary or desirable to cancel a confirmed Tutoring Request made via the Site and the Services pursuant to its Terms of Service, you agree that Eurekly and the relevant Student or Tutor will not have any liability for such cancellations or refunds.
Eurekly Service Fees
Eurekly collects fees (Service Fees) when a Tutoring Session is completed. The Service Fee is consideration only for services provided by Eurekly to the Student including consideration for the “Services” as defined in the Terms of Service. The Service Fees are deducted by Eurekly immediately prior to transfer of Credits to the Tutor's Tutor Wallet in accordance with these Payment Terms.
The balance shown on the Tutor's Tutor Wallet is the full balance after all Service Fees have been deducted. Amounts may be rounded up or down as described in clause 7.9.
Eurekly does not charge any fees for the Tutor to register or create a listing for Tutoring Services on Eurekly. To the extent any refunds are issued, Service Fees will be based on the amount that is not refunded back to the Student. The Tutor does not pay the Service Fee. For the avoidance of doubt, Eurekly does not charge any fees
Circumvention of Service Fees
Tutors agree not to engage in any action or activity meant to circumvent the Service Fees, including (but not limited to):
Suggesting, soliciting, or accepting payment by any means other than transfer from a Student’s Student Wallet to the Tutor’s Tutor Wallet; and
Failing to report accurate or final Tutoring Fees on the Site, or a Tutoring Fee different than that agreed between Student and Tutor.
When exchanging Credits using a Withdrawal Method, there may be fees that are charged to a Tutor by the third-party Withdrawal Method provider or the Tutor's bank. These fees are not under Eurekly's control, and Eurekly disclaims all liability in this regard. Any third-party Withdrawal Method used by Tutors may be subject to additional terms and conditions imposed by the third-party Withdrawal Method provider. It is up to the Tutor to review the applicable terms and conditions before using a third-party Withdrawal Method.
Withholding or delaying disbursement
If Eurekly reasonably concludes, based on information available to it, that a Tutor's actions may have resulted or will result in a significant number of disputes, refunds or other claims from Students who purchased their Tutoring Services, Eurekly reserves the right to delay or stop the disbursement of all funds accrued in a Tutor's Tutor Wallet. If Eurekly concludes that a Tutor has violated the Terms, these Payment Terms or any Guidelines, Eurekly can refuse to disburse the funds accrued in the Tutor's Tutor Wallet and debit such funds from the Tutor Wallet.
Eurekly's rights regarding reimbursements
Eurekly reserves the right to seek reimbursement from a Tutor if Eurekly (a) acting in its sole discretion, provides a refund to a Student if the Tutor cannot promptly deliver the purchased Tutoring Session or Tutoring Pack (as applicable), or (b) discovers erroneous or duplicate transactions. The Tutor authorises Eurekly to obtain such reimbursement by deducting from future payments owed to the Tutor, reversing any credits to the Tutor's Tutor Wallet, debiting the Tutor's bank account, or seeking such reimbursement from the Tutor by any other lawful means.
Eurekly may, in its sole discretion, round up or round down amounts that are payable from or to Tutors or Students to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar); for example Eurekly will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
FINANCIAL TERMS APPLICABLE TO BOTH STUDENTS AND TUTORS
In the event there is a disagreement between a Student and a Tutor, such disagreement shall be resolved in accordance with the following procedure:
Step 1 – either the Student or the Tutor shall notify Eurekly of the existence of the disagreement, and the Student and Tutor should discuss and reach agreement on what services should be provided and whether the Credits should be transferred to the Student or the Tutor. Any new terms that are agreed by the Student and Tutor should be submitted to Eurekly in writing;
Step 2 – If the Student and Tutor are unable to reach agreement at Step 1 within 7 days of the date of the notice to Eurekly, then Eurekly will review any evidence and submitted materials pertaining to the disagreement and make a final ruling which shall be binding on the Student and the Tutor. It shall be up to the Student and the Tutor to provide evidence to Eurekly to support their respective positions.
Tutoring Session Packs
Packs of Tutoring Sessions (Tutoring Packs) are valid for 6 months. Reminders will be sent to both the Student and the Tutor in advance of the expiration date of the relevant Tutoring Pack. All remaining Credits in the Tutoring Pack will be sent to the Tutor less the applicable Service Fees, unless Eurekly determines in good faith that no action has been taken by the Tutor in respect of the relevant Tutoring Pack, in which case all remaining Credits in the Tutoring Pack will be returned to the Student.
In the event that there is a disagreement as to who cancelled a Tutoring Pack the disagreement will be dealt with in accordance with clause 8.1.
Each Tutor hereby acknowledges and agrees that they are solely responsible for determining their applicable Tax reporting requirements and obligations relating to applicable Taxes for their Tutoring Services. They are also solely responsible for remitting to the relevant authority any Taxes included or received. Eurekly cannot and does not offer Tax-related advice to any Members.
Credits are not Bank Deposits
You acknowledge that: (1) Eurekly is not a bank and the Student Wallet and Tutor Wallet are a payment service rather than a banking service; (2) Eurekly is not acting as a trustee or fiduciary with respect to your funds, but is acting only as an agent and custodian in accordance with these Payment Terms and the Terms of Service; and (3) all amounts transferred through or stored in the Student Wallet or Tutor Wallet are uninsured deposits.
Credits expiration policy
Credits in a Member’s Account will be valid for as long as the Member remains active on Eurekly. If the Member has not logged into his/her Account at least once in the previous 3 years, the Credits will expire.
Foreign Exchange Risk
The Student Wallets and Tutor Wallets operate in Credits, which are denominated in New Zealand dollars (NZD). Eurekly is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than NZD, nor is Eurekly responsible for currency fluctuations that occur when receiving payments via third party Payment Methods when purchasing Credits, or when exchanging Credits via third party Withdrawal Methods when withdrawing a Credits balance.
EUREKLY'S RIGHTS REGARDING USER ACCOUNTS AND FUNDS
Security and financial fraud
As a security measure, Eurekly may impose transaction limits on some or all Students and Tutors relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will impose these limits before any Services are rendered if we determine it is necessary for security reasons or the prevention of fraud.
Eurekly may earn interest or other compensation from the balances in bank accounts that result from the timing difference between the payment for Tutoring Services and the exchange of the corresponding Credits to Tutors. Tutors and Students are not entitled to any such interest or other compensation.
Reservation of rights for erroneous transactions
Eurekly reserves the right to seek reimbursement from any Tutor or Student. The Tutor or Student will reimburse Eurekly if Eurekly discovers erroneous or duplicate transactions for the amount of such transaction from such Tutor or Student. Eurekly may obtain such reimbursement by deducting from future payments owed to such Tutor, by reversing any credits to such Tutor's bank account, or by seeking reimbursement from such Tutor by any other lawful means.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not:
Violate any local, state, provincial, national, supra-national, or other law or regulation, or any order of a court;
Use the Payment Services for any commercial or other purposes that are not expressly permitted by these Terms;
Use the Payment Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, personal contact information or credit, debit, calling card or account numbers, or photographs of others without their permission;
Register any Payment Method or Withdrawal Method with your Account that is not yours or you do not have authorisation to use;
Attempt to probe, scan, or test the vulnerability of any of Eurekly’s systems or networks, or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Eurekly or any other third party (including another user) to protect the Payment Services;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Payment Services to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Payment Services; or
Advocate, encourage, or assist any third party in doing any of the foregoing.
Eurekly has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Payment Terms, Eurekly may take a range of actions against you, including but not limited to limiting access to your Eurekly Account and any associated Payment Services, for a violation of these Payment Terms.
Clauses 2 (Eligibility), 18 (Enforcement of Terms), 19 (Disclaimers), 20 (Limitation ofliability and damages), 21 (Indemnification), 22 (Notices), 23 (Governing law and dispute resolution) and 24 (General) of the Terms of Service are hereby incorporated into these Payment Terms and, subject to the necessary modifications thereto, apply to the Payment Services.