Terms and Conditions

TERMS AND CONDITIONS OF SERVICE

INTRODUCTION AND DEFINITIONS

1.1 These Terms and Conditions ("Terms") govern the provision of services by Doxa Group Limited, a company registered in England and Wales under company number 11366452, with its registered office at 115 Hampstead Road, London, NW1 3EE ("we", "us", "our", or the "Company").

1.2 In these Terms, the following definitions apply:

(a) "Services" means the online mentoring services for UK university applications provided by the Company; (b) "Contract" means the legally binding agreement between the Customer and the Company, incorporating these Terms; (c) "Customer" or "you" means the individual or entity purchasing the Services; (d) "Mentor" means an individual employed or contracted by the Company to provide the Services; (e) "Website" means our website at https://doxa.co.uk/; (f) "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world; (g) "Personal Data" has the meaning given in the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018.

APPLICATION OF TERMS

2.1 These Terms apply to all Services provided by us to you. By ordering our Services, you agree to be bound by these Terms.

2.2 No variation of these Terms shall be binding unless agreed in writing by an authorised representative of the Company.

2.3 You warrant that you have the legal capacity to enter into this Contract. If you are under 18 years of age, you warrant that you have obtained the consent of your parent or legal guardian to enter into this Contract.

OUR SERVICES

3.1 We provide online mentoring services to assist with UK university applications. The specific Services provided will be as described on our Website or in your personalised quote.

3.2 All Services are delivered by our employed or contracted Mentors via online platforms.

3.3 We reserve the right to modify the content or method of delivery of the Services at any time, provided that such modifications do not materially reduce the quality of the Services.

3.4 All Services are subject to availability. We will use reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

ORDERING PROCESS

4.1 You may order Services through our Website or by contacting us directly using the contact information provided on our Website.

4.2 Your order constitutes an offer to purchase our Services. We reserve the right to refuse or cancel orders at our sole discretion.

4.3 The Contract between you and us will only be formed when we send you a written acceptance of your order via email.

4.4 If we are unable to provide the Services, we will inform you of this and will not process your order. If you have already paid for the Services, we will refund you the full amount as soon as possible.

YOUR RESPONSIBILITIES

5.1 You agree to:

(a) Provide accurate, complete and up-to-date information as required for the provision of the Services; (b) Cooperate with us and our Mentors in all matters relating to the Services; (c) Follow agreed schedules and attend scheduled sessions punctually; (d) Ensure you have the necessary technology and internet access for online sessions; (e) Inform us promptly of any changes that may affect the Services; (f) Use the Services and any provided materials only for their intended purpose and in accordance with any instructions or guidelines provided by us; (g) Comply with all applicable laws and regulations in relation to your use of the Services.

5.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation ("Customer Default"):

(a) We shall, without limiting our other rights or remedies, have the right to suspend performance of the Services until you remedy the Customer Default; (b) We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 5.2; and (c) You shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

OUR COMMITMENTS

6.1 We warrant that:

(a) We will provide the Services with reasonable skill and care; (b) We will use personnel who are suitably skilled and experienced to perform tasks assigned to them; (c) We will comply with all applicable laws and regulations in the provision of the Services.

6.2 We will maintain the confidentiality of your information in accordance with clause 10 of these Terms.

PAYMENTS AND FEES

7.1 The fees for the Services shall be as stated on our Website or in your personalised quote. All amounts are inclusive of VAT where applicable.

7.2 We offer two payment options:

(a) Upfront Payment: Unless otherwise agreed, payment in full is required before commencement of the Services. This is our standard payment method.

(b) Monthly Invoicing: On mutual agreement, we may offer the option to purchase sessions with invoices being issued at the end of each calendar month for services rendered during that month. Invoices issued under this arrangement are payable within 7 days of the invoice date.

7.3 We accept payment by direct bank transfer, PayPal, and Wise.

7.4 For Monthly Invoicing arrangements: (a) Invoices will be sent to the email address you have provided. (b) You are responsible for ensuring that invoice payments are made within the 7-day payment term. (c) We reserve the right to suspend Services if any invoice remains unpaid after the 7-day payment term.

7.5 If you fail to make any payment due to us under the Contract by the due date for payment, then, without limiting our other rights or remedies:

(a) We may suspend provision of the Services until payment has been made in full.

7.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.7 We reserve the right to change our fees or payment terms at any time. Any changes will be communicated to you in writing and will apply to any Services ordered after the date of such communication.

CANCELLATION AND REFUNDS

8.1 You have the right to cancel the Contract within 14 days of the date of our order acceptance without giving any reason (the "Cooling-off Period"). To exercise this right, you must inform us of your decision to cancel by a clear statement sent by post, fax or email to the contact details provided in clause 17.

8.2 If you cancel the Contract during the Cooling-off Period and we have not started providing the Services, we will reimburse to you all payments received from you without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to cancel the Contract.

8.3 If you request us to begin the performance of Services during the Cooling-off Period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your decision to cancel, in comparison with the full coverage of the Contract.

8.4 Outside of the Cooling-off Period:

(a) You may cancel individual sessions with at least 48 hours' notice without charge; (b) Cancellations made less than 48 hours before a scheduled session may incur a charge of up to 100% of the session fee; (c) We require 24 hours' notice for rescheduling sessions. Rescheduling with less notice may be treated as a cancellation.

8.5 Refunds for partially delivered Services will be prorated based on Services received, less any applicable cancellation charges.

8.6 No refunds will be given for completed Services.

8.7 We reserve the right to cancel or reschedule sessions due to unforeseen circumstances or Mentor unavailability. In such cases, we will offer you the option to reschedule or receive a full refund for the cancelled session.

INTELLECTUAL PROPERTY

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.

9.2 We grant you a non-exclusive, non-transferable licence to use any materials provided as part of the Services solely for the purpose of receiving and using the Services for your personal educational purposes.

9.3 You shall not sub-license, assign or otherwise transfer the rights granted in clause 9.2.

9.4 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

CONFIDENTIALITY

10.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2 Each party may disclose the other party's confidential information:

(a) To its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10; and (b) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

DATA PROTECTION AND PRIVACY

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 11, "Data Protection Legislation" means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor.

11.3 Without prejudice to the generality of clause 11.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of the Contract.

11.4 Without prejudice to the generality of clause 11.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under the Contract:

(a) Process that Personal Data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process Personal Data ("Applicable Laws"). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you; (b) Ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures; (c) Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and (d) Not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled: (i) You or we have provided appropriate safeguards in relation to the transfer; (ii) The data subject has enforceable rights and effective legal remedies; (iii) We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) We comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data; (e) Assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) Notify you without undue delay on becoming aware of a Personal Data breach; (g) At your written direction, delete or return Personal Data and copies thereof to you on termination of the Contract unless required by Applicable Law to store the Personal Data; and (h) Maintain complete and accurate records and information to demonstrate our compliance with this clause 11.

11.5 You consent to us appointing third-party processors of Personal Data under the Contract. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 11. As between you and us, we shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 11.

11.6 Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

11.7 For any enquiries or complaints regarding data privacy, you can contact us at support@doxa.co.uk.

LIMITATION OF LIABILITY

12.1 Nothing in these Terms shall limit or exclude our liability for:

(a) Death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (b) Fraud or fraudulent misrepresentation; or (c) Any other liability which cannot be limited or excluded by applicable law.

12.2 Subject to clause 12.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) Loss of profits; (b) Loss of sales or business; (c) Loss of agreements or contracts; (d) Loss of anticipated savings; (e) Loss of use or corruption of software, data or information; (f) Loss of or damage to goodwill; and (g) Any indirect or consequential loss.

12.3 Subject to clause 12.1, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total amount paid by you for the Services.

12.4 We do not guarantee the success of your university applications. Our Services are advisory in nature, and the final outcome depends on various factors beyond our control.

12.5 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.6 This clause 12 shall survive termination of the Contract.

TERMINATION

13.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) The other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; (b) The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; (c) The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) The other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment and remain in default not less than 7 days after being notified to make such payment.

13.3 On termination of the Contract for any reason:

(a) You shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; (b) The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (c) Clauses which expressly or by implication survive termination shall continue in full force and effect.

FORCE MAJEURE

14.1 For the purposes of this Contract, "Force Majeure Event" means an event beyond the reasonable control of either party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

14.2 Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

14.3 If the Force Majeure Event prevents either party from providing any of the Services for more than 4 weeks, the affected party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other party.

GENERAL

15.1 Assignment and other dealings. (a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent. (b) You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.

15.2 Entire agreement. (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

15.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (a) Waive that or any other right or remedy; or (b) Prevent or restrict the further exercise of that or any other right or remedy.

15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.6 Notices. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.7 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.

15.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

15.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

COMPLAINTS PROCEDURE

16.1 If you have any complaints about the Services, please contact us using the details provided in clause 17. We will endeavour to respond to your complaint within 14 days.

16.2 If we are unable to resolve your complaint to your satisfaction, you may be entitled to refer the matter to the relevant regulatory body or alternative dispute resolution service.

CONTACT INFORMATION

17.1 Our contact details are as follows: Doxa Group Limited, 115 Hampstead Road, London, NW1 3EE, Email: support@doxa.co.uk Phone: +44 7453687750

17.2 Please notify us immediately if your contact information changes.

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Last updated: 7th September 2024