Last modified: 13.04.2019
WELCOME TO SPELLIAN!
Thank you for using Spellian!
By registering, or by using our websites, services, our mobile applications, or other information provided as part of the Services (“Spellian”), you agree that you are entering into a legally binding agreement with Spellian Ltd a company incorporated under the laws of England and Wales and registered with number 11416291, http://Spellian.com (“we”, “us”, “our”, “Spellian”).
You also agree that these Terms of Service (“Terms”) govern your access to and use of the services and any information appearing on the services. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the services you agree to be bound by these Terms.
SERVICE ELIGIBILITY AND ACCOUNT SECURITY
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you:
– are 14 years of age or older;
– are not currently restricted from Spellian. If we disable your account, you will not create another one without our permission;
– are using your real name and identity in your profile and you will not provide any false personal information or create an account for anyone other than yourself without permission.
– will only maintain one Spellian account at any given time;
– have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party;
– not violate any rights, including intellectual property rights such as copyright or trademark rights.
REGISTRATION AND ACCOUNT CREDENTIALS
By signing up to our apps you agree to:
– keep your password secure and confidential;
– not permit others to use your account;
– refrain from using other users’ accounts;
– refrain from selling, trading, or otherwise transferring your account to another party or do anything else that might jeopardize the security of your account;
– be responsible for anything that happens through your account until you close it down or prove that your account security was compromised due to no fault of your own.
By providing us with your email address you consent to our using the email address to send you service-related notices, such as scheduling / rescheduling of your sessions or indications about how and when to use different resources, and including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service or Service Notifications, or questionnaires to evaluate our services and ask you for feedback about how to improve them.
COMMUNITY GUIDELINES AND GENERAL PROHIBITIONS
We are working hard to keep Spellian a safe place without unlawful, misleading, malicious, or discriminatory content and conversations.
Therefore, by using Spellian you agree:
– To be committed to your scheduled sessions. Regular attendance is essential, and in the event of an illness or an emergency you need to inform Spellian and your partner by 9am of the scheduled day to allow enough time to reschedule the session.
– To abide to your school ICT code of conduct.
– To use any video technology responsibly.
– Not to post, upload, publish, broadcast, stream, display, submit or transmit any text, words, statements, conversations, graphics, images, software, music, audio, video, information or other material to Spellian or/and to any Spellian user that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, sexually explicit, nude, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances
– not to use Spellian to do anything unlawful, misleading, malicious, or discriminatory,
– not to bully, abuse, harass, stalk, demean, threaten or discriminate any user,
– not to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of any user,
– not to ask for or offer sexually explicit material, and/or material harmful to children,
– not to discuss illegal activity, such as how to obtain or consume illegal drugs and how to make bombs,
– not to solicit login information or access an account that belongs to someone else,
– not to intercept or monitor, damage or modify any communication which is not intended for you
– not submit or post unauthorized or unsolicited commercial communications (such as spam) or any communication not permitted by applicable law in our apps,
– not to collect users’ content or information, or otherwise access the Services, using automated means such as harvesting bots, robots, spiders, or scrapers without our permission,
– not to engage in unlawful multi-level marketing, such as a pyramid scheme, on our Services,
– not to not upload viruses or other malicious code,
– not to do anything that could disable, overburden, or impair the proper working of Spellian, such as a denial of service attack,
– not to reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof; Not to utilize or copy information, content or any data you view on and/or obtain from the Services to provide any service that is competitive, in our sole discretion; not to adapt, modify or create derivative works based on Spellian or technology underlying the Services, or any individual element within the Services, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained in the Services, without our express written consent,
– not to attempt to probe, scan, or test the vulnerability of any of our systems or networks or breach any security or authentication measures, not to facilitate or encourage any violations of these Terms of Service.
Spellian reserves the right to decide what behaviours fall into these categories and will make reasonable efforts to deny access to users who do not comply with these Terms. However, Spellian does not guarantee you will not be connected to violators before they are banned.
Please report abuse, or any concern, by emailing email@example.com.
You understand and agree that you may be exposed to content created by other users (including but not limited to the content of emails, video and audio calls or text chats) that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Spellian shall not be liable for any damages you allege to incur as a result of User Content. You also agree that if you encounter any inappropriate content you will notify immediately it to Spellian by emailing firstname.lastname@example.org
“Spellian,” the Spellian logo, and any other product or service name or slogan displayed on our Services are trademarks of Spellian Ltd, and may not be copied, imitated or used, in whole or in part, without our prior written permission or the permission of the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Spellian” or any other name, trademark or product or service name of Spellian Ltd without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Spellian and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
CONTENT AND CONVERSATIONS
The Spellian website and App, including without limitation all materials displayed on or produced through the Site, conversation resources, quizzes, texts, graphics, video, sound recordings, software including the code comprising or used to operate the Site, functions, tools, results derived from the use of software and tools, data collected from Access to the Site, names, logos and trade marks on the Site (collectively, Content) and the intellectual property therein belong to us and are protected by copyright, trade mark, trade secrets and other intellectual property laws unless expressly indicated otherwise on the Site.
You must not modify, copy, reproduce, republish, frame, reverse engineer, download onto a computer, upload to a third party, post, transmit or distribute this Content in any way except in accordance with applicable law, these General Conditions or with our express prior written consent.
We might include in our resources extracts from third party websites such as articles, videos, pictures, as well to links to other websites such as YouTube. Spellian does not have any control over those third-party websites and webpages and is not responsible for their content or your use thereof. By linking to a third-party website or webpage, Spellian does not represent or imply that it endorses that website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive material. Spellian disclaims any responsibility for any harm resulting from your use of third-party websites and webpages.
All content created or published by users, including topics, profiles, the content of video-, audio- or text chats and –conversations, is the sole responsibility of the person who originated such Content, whether publicly posted or privately transmitted. In particular, you are responsible for ensuring that your Content complies with the community guidelines and general prohibitions as set out in these Terms and Conditions. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services or through any Spellian user is at your own risk.
Under no circumstances will Spellian be liable in any way for any Content, including, but not limited to, any errors or omissions, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted via Video, Audio- or Textchat or otherwise made available via the Services or broadcast elsewhere.
QUALITY OF SERVICES
We strive to keep the information on this site accurate, complete and up to date, but errors and omissions do occur, and you should not take the information for granted. Similarly, we aim to provide high quality content and a robust communication platform, but we cannot guarantee that the Services will always function without disruptions, delay or errors. A number of factors may impact the use of the Services or the quality of your communications and may result in the inability to access or use the Services. We take no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of the Services. Advice and help should be sought from your IT technician before you sign up to our services to make sure your browser, PC and internet connection meet the due requirements.
Spellian charges for the usage of the website, video communication and access to the Spellian method. These charges might be settled by the schools directly or by the students individually.
Any promotional activity performed on the site will be applicable in the period of the promotion and will typically apply only to new customers or customers that have a certain specific profile in our site. It is at our discretion to apply the most relevant commercial policy for the activities and services that we provide.
LEGAL RELATIONSHIPS BETWEEN TEACHERS, STUDENTS AND SPELLIAN
Spellian provides the teaching resources and technical platform for communication and booking of text chat and video chat sessions between students or between students and teachers, willing to teach a language for a fee (“Teachers”).
Students enrolled into Spellian through their school can be assigned a native student partner. Whilst we will strive to assign a partner to each student willing to participate in the exchange program, we cannot guarantee that each student will be assigned a partner.
All students involved in the program have been recommended by their schools, however we cannot take responsibility for their attendance, commitment or behaviour. We take no responsibility for any damage derived by a breach of the Community Guidelines or any interruption of the Spellian sessions due to lack of attendance.
Students can find teachers in the Spellian platform and take advantage of their Services. Spellian is not involved in or responsible for the Teachers’ delivery of Instruction Services to Students or the business relationship that may be entered by Students and Teachers. While all Teachers go through a multi-step selection and vetting process, Spellian cannot guarantee the quality, safety or legality of instruction services advertised by Teachers, the truth or accuracy of listings, the qualifications, background, or abilities of Teachers or Students, the ability of Teachers to deliver teaching services, the ability of Students to pay for teaching services, or that a Student or Teacher can or will actually participate in a session.
Taxes, Reporting and Legal Responsibilities: Each Member, Student and Teacher is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of Services from and by independent contractors.
Directory of Teachers: The Service contains a directory of Teachers. The directory is populated with information from Teachers themselves. Spellian does it utmost to verify and vet all the information provided but it is not liable for its content or misinterpretation.
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Spellian and its licensors. The Services are protected by copyright, trademark, and other laws of the United Kingdom and the European Union. Nothing in the Terms gives you a right to use any of our trademarks, logos, domain names, and other distinctive brand features.
NOTIFICATIONS AND SERVICE MESSAGES
You agree that we may communicate with you through your account or through other means including email, push notifications or SMS / mobile messaging services. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information through or about the Services.
NOTICE AND TAKE-DOWN
If we receive any notification that any material that you share with another Spellian user is inappropriate, infringes the Community guidelines or any rights of any third party, or if we wish to remove it for any reason whatsoever, we reserve the right to remove such material immediately or within such other timescales as may be decided by us in our sole discretion. The material shall be taken down without any admission as to liability and without prejudice to any rights, remedies or defences, all of which are expressly reserved. You acknowledge and agree that Spellian is under no obligation to put back such material at any time. If any user text, conversation, image or any other material infringes, or if you believe that infringes any of your rights (including intellectual property rights) or are unlawful or inappropriate, please contact us immediately by sending an email to support@Spellian.com.
TERMINATION AND ACCOUNT CANCELLATION
We will have the right to suspend or disable your Account or terminate these Terms of Service, if you breach any of these Terms of Service, if we cease offering the Services at your school or at own discretion when we consider there is a good reason to do so.
In the event we terminate these Terms of Service for your breach, you will remain liable for all amounts due hereunder, to the extent that there are amounts outstanding and payable to Spellian.
You may cancel your Account at any time by sending an email to support@Spellian.com.
Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon. We will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content.
You also agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Services, will create any warranty not expressly made herein.
LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, Spellian and its subsidiaries, affiliates, officers, employees, agents, partners and licensors will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, good-will, or other intangible losses, resulting from (i) your access or use or the inability to access or use the services; (ii) any conduct or content of any third party on the services, including, without limitation, defamatory, offensive or illegal conduct of other users or third parties;(iii) any content obtained from the services; and (iv) unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Spellian has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.
Some countries do not allow the limitation or exclusion of liability in contracts with consumers and as a result the contents of this section may not apply to you. If the foregoing limitation are unenforceable, you agree that our liability to you, under these terms, shall not exceed the total amount of money paid into your user account by you, or in the case of you being a teacher, the total amount which is still owed to you in agreement with your most recent statement..
If any third party brings a claim against us in connection with, or arising out of (i) your breach of these Terms; (ii) your breach of any applicable law of regulation; (iii) your infringement or violation of the rights of any third parties (including intellectual property rights); (iv) your User Submissions or (v) your complaint in relation to any User Submission, you will indemnify and hold us harmless from and against all damages, liability, loss, costs and expenses (including reasonable legal fees and costs) related to such claim.
WAIVER AND SEVERABILITY
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
We may revise these Terms from time to time, the most current version will always be here https://www.spellian.com/terms. If the revision, in our sole discretion, is material we might notify you via email to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
Law and Forum for Legal Disputes: This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of England, regardless of your country of origin or where you access the Services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Spellian agree that all claims arising out of or related to this Agreement must be resolved exclusively by court located in England, United Kingdom, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. Notwithstanding the above, you agree that Spellian shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Arbitration Option: For any claim (excluding claims for injunctive or other equitable relief), Spellian may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event Spellian choose arbitration, it shall initiate such arbitration through an established alternative dispute resolution of its own choice.
You agree to the use of electronic communication in order to enter into contracts, place orders, and create other records and to the electronic delivery of notices, policies and changes thereto and records of transactions with us.
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral notation, effective upon notice to you, the Services for any third party that assumes our rights and obligations under this Agreement.
You may have rights or obligations under local law other than those enumerated here.
You can reach us via E-mail at support@Spellian.com or via postal service or courier at Spellian Ltd – 63, Norroy road, SW15 1PH London,