“Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or any other relevant jurisdiction.
“Assets” refers to Tavvy’s websites, Tavvy’s software products, Tavvy’s hardware products, its content and its documentation.
“Dispute” shall have the meaning ascribed to it in Clause 11.3.
“Effective Date” shall mean the date on which the User has signed up or registered on the website of Tavvy.
“Indemnified Liabilities” shall have the meaning ascribed to it in Clause 6.
“Indemnified Parties” shall have the meaning ascribed to it in Clause 6.
“Learning Content” means any content that is shared with the User by the Educators in any manner whatsoever.
“Purpose” shall mean solely for the User’s (and not any other person in any manner whatsoever) own personal consumption, for educational and learning, not being commercial in nature.
“Tavvy” shall refer to (Tavvy) FZ LLC incorporated in Fujairah Media Free Zone, as Free Zone Limited Liability Company with License Number (10009/2017) in respect of creation of the Media Free Zone amended by Emiri Decree No. (4) for the year 2007.
“Services” shall mean any and all services, whether through online and offline medium provided either directly and/or indirectly by Tavvy.
“Session” shall mean any offline, recorded, online, live and interactive streaming sessions along with physical sessions from time to time between the End User and the Educator.
“Educators” shall mean the teachers, tutors, mentors, guides, educators or third-party service providers on Tavvy’s platform providing online education services to the Users through Tavvy.
“User” shall be any end user who uses Tavvy for educational purposes, and it includes both the student and/or their parents (and/or their legally appointed guardian, as the case maybe).
References to a statute, ordinance or other Applicable Law shall be deemed to include any references to a statute, ordinance or other Applicable Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Applicable Law.
The Masculine includes the Feminine gender e.g. a “he” should also be read as “she” and vice versa.
RIGHTS OF TAVVY
Tavvy is extending a non-exclusive, revocable license to use to the User of the Assets solely for the Purpose.
Notwithstanding anything, Tavvy shall not be liable for any factual inaccuracy of any kind in relation to the learning or educational content.
The User acknowledges, agrees, affirms and understands that Tavvy does not provide any implied warranties of merchantability, fitness for any particular purpose.
Tavvy shall not be liable, at any time, for any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of any information contained at its site, the learning or educational content and/or any of its Assets.
Tavvy reserves its right to monitor and/or record the use of all or any part of its Service, including but not limited to the live sessions between the Educators and the user without any prior intimation or any obligation to the Educator or User.
Tavvy reserves the right to block any User, for any reason whatsoever.
The User understands, appreciates, agrees and acknowledges that all payments shall be made, in consonance with these terms and happen in accordance in such specific commercial terms as may be mutually agreed upon, only through recognised channels specifically approved by Tavvy.
A Session may be cancelled and/or rescheduled by the User, only on approval by Tavvy’s Educators, subject to such cancellation/rescheduling charges as Tavvy or the Educator may deem fit.
Refunds would only be granted back into the Tavvy wallet of the user for use towards other educational services on Tavvy.
REPRESENTATIONS, WARRANTIES, DECLARATIONS AND COVENANTS BY THE USER
The User covenants that he shall not use any of the Assets for any commercial purpose, without the prior written permission of Tavvy.
The User understands, affirms, acknowledges and agrees that any User who is a parent/ legal guardian shall not be present at any of the Sessions along with the respective User student.
The User covenants that he shall not alter the information, content or material or use of such information, content or material provided by Tavvy, either directly or indirectly, for any purpose that constitutes a violation of the copyright of Tavvy or of a third-party information provider. The User agrees not to copy, reproduce, republish, upload, post, transmit or distribute such material in any way for any use without obtaining the prior written consent from Tavvy.
Notwithstanding anything contained herein the User covenants that he shall not be using any of the Services for any illegal or unauthorized purpose.
The User agrees to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data.
The User acknowledges, agrees, affirms and understands learning and educational content has been prepared by the Educators without any form of control or intervention by Tavvy.
The User acknowledges, agrees, affirms and understands that the Assets and the Service used in connection with the service contains proprietary and confidential information that is protected by the intellectual property laws of England and Wales.
The User acknowledges, agrees, affirms and understands that material and/or content contained in third party advertisements or information presented to the user through the Services (including but not limited to the learning and educational content) is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Tavvy or such third parties (including but not limited to the Educators as well as advertisers), the User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the such material and/or content, in whole or in part.
The User acknowledges, agrees, affirms and understands that he is responsible for obtaining his own access to the internet and that Tavvy shall not provide such access or any services in relation thereto. For clarification of doubt, notwithstanding anything contained herein, Tavvy shall not be liable to pay and/or refund any monies to the User in relation to any of the circumstances as envisaged under this Clause, in any manner whatsoever.
The User acknowledges, agrees, affirms and understands access to the Services and/or Assets may not be available from time to time, may be terminated in whole or in part at any time and without notice, and that Tavvy shall not, in any event, be responsible to the User in any way should the User be unable to access the Services and/or the Assets at any time or from time to time.
Tavvy may, from time to time, provide certain other Services on a fee basis. Where the User elects to receive such Services, the User agree to pay, through the payment mechanism selected by him and approved by Tavvy, all amounts due and owing for such Services as more particularly set out in the invoice that is raised in relation to such Services.
The User acknowledges, agrees, affirms and understands that all amounts paid for the Services are non-refundable.
Tavvy reserves the right to amend the Services and/or the amounts that Tavvy charges for the same at any time, without prior notice. For clarification of doubt, the fees do not include any applicable sales, use, excise, value-added or other taxes or governmental charges, and Tavvy reserves the right to levy such additional amounts from the User at such an instance.
The User acknowledges, agrees, affirms and understands that Tavvy reserves the right to collect interest at the lesser of 1.5% per month (18% per annum) or the highest amount permitted by the central bank of the applicable jurisdiction on any amounts not paid when due.
The User acknowledges, agrees, affirms and understands that he may have registered for the Services through one of our partners, franchisees or resellers of our Services. In such instances, the User specifically consents to Tavvy providing his contact, billing and other information related to the provision of Services to the User to such partner, franchisee or reseller to enable Tavvy and such partner, franchisee or reseller to administer the relationship and to provide the Services to the User.
The User acknowledges, agrees, affirms and understands that the title to and ownership of the Services, Assets (including all source code) and adjoining documentation and any modifications made thereto, and all intellectual property rights therein shall at all times be held by Tavvy.
The User acknowledges, agrees, affirms and understands that he shall not have any right, title or ownership interest in the Services and/or Assets except the limited right to use the Services and/or Assets as explicitly provided in these Terms.
The User acknowledges, agrees, affirms and understands that Tavvy is a distributor of content supplied by third parties. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, Educators, or any other User, are those of the respective author(s) or distributor(s) and not of Tavvy. For clarification of doubt, it is hereby stated that Tavvy shall not be liable in relation to any and all such opinions, advice, statements services, offers, or other information or content expressed or made available by third parties.
The User acknowledges, agrees, affirms and understands that using the Services and the Assets, either directly and/or indirectly, for sharing of nudity, pornographic or adult material, sexually explicit images or descriptions involving sexual behavior, or other content deemed offensive by Tavvy according to community standards and/or Applicable Law, is strictly prohibited.
The User acknowledges, agrees, affirms and understands that the use of any information or materials on the Assets is entirely at the User’s own risk, for which Tavvy shall not be liable.
It shall be the User’s own responsibility to ensure that any products, services or information available through the Assets meet the User’s specific requirements.
The Assets contain material which is owned by or licensed to Tavvy. This material includes, but is not limited to the design, layout, look, appearance and graphics. Notwithstanding anything contained herein, reproduction of any of the aforesaid items is prohibited.
The User covenants that he shall not use Tavvy, either directly or indirectly, whether through any goods, literature, products, or other materials or otherwise:
to carry out any seditious activity against any nation.
to defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors.
to encourage or incite violent acts.
to promote intolerance or hatred.
to promote or support membership in terrorist groups or other organizations prohibited by either international or domestic laws.
to contravene public morality.
to carry out or abet actions that are disruptive of public order.
The User understands, acknowledges, agrees and affirms that Tavvy shall not be liable for payment of any compensation in relation to any independent transaction the User engages in while making use of the Assets and/or the Services, not otherwise envisaged under these Terms.
The User covenants that he shall only use the Assets and/or the Services for educational and learning purposes.
The User represents and warrants that he has all the valid authorisations mandated under Applicable Law, to the avail the Services.
The User represents and warrants that he has no prior criminal record under any Applicable Law.
The User represents and warrants that he is not an undischarged insolvent.
The User represents and warrants that he has not been indicted in an ongoing criminal case under Applicable Law.
The User acknowledges, affirms, agrees and understands that the Educators are scheduled to take classes at designated timeslots. For clarification of doubt, it hereby stated that at the instances of the User missing/turning up late for his designated timeslot, notwithstanding anything contained herein, the Services envisaged under these Terms shall have been deemed to have been provided and no refund/adjustment would be allowed and, in such instances,, rescheduling is only subject to the agreement by the Educator.
The User acknowledges, affirms, agrees and understands that time is of the essence in this Agreement.
The User represents and warrants that all the information that he has provided to Tavvy are true and accurate.
Notwithstanding anything contained herein, the User specifically covenants that he would be a direct user of the Assets and/or the Services. For avoidance of doubt, it is hereby clarified that no person other than the User is entitled to use the Assets and/or the Services, directly and/or indirectly, in any manner whatsoever.
The User acknowledges, affirms, agrees and understands that he is not allowed to use the Services until he has signed up on Tavvy’s website.
Notwithstanding anything contained anywhere, under no circumstances shall Tavvy be deemed to be an agent of any person.
Notwithstanding anything contained anywhere else, the terms stated herein shall be restricted to the due completion of the functions of Tavvy as delineated in here. It is hereby clarified, that Tavvy has no duty to carry out any ancillary function in the furtherance of its obligations under these Terms.
Notwithstanding contained herein, the User shall under no circumstances have any connection with the Educator outside the Sessions, whether personally, professionally or otherwise, in any manner whatsoever.
The User shall not engage in any activity and/or conversation with the Educator other than strictly for the purposes specifically laid down under these Terms as integral constituents of the Services, prior to, during the continuance of, and after every Session.
The User undertakes to promptly notify Tavvy at the instance the Educator engages into any activity, conversation and/or conduct which falls outside the purview of the Services prior to, during the continuance of, and after any Session.
The User specifically represents and warrants that he shall not initiate and/or continue any (personal, professional and/or otherwise) relationship with the Educator in any manner whatsoever.
At the instance the User is below the age of 18, the legally appointed guardian (or the legal guardian under Applicable Law) shall be notified of all the activities of such User on the Platform (subject to the User providing the right information on their profile). It is advised that adequate monitoring is carried out in relation to the such activities on the Tavvy Platform by such legal guardian of the User. For clarification of doubt, at the instance of any unforeseen acts or omissions of the minor User happens while the parent or legal guardian was duly notified of the same, the principle of contributory negligence shall be applicable in such an instance.
The User shall defend, protect, indemnify and hold harmless Tavvy and its partners, employees, agents, successors, and assignees (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to:
Any misrepresentation by the User to the Indemnified Parties.
Any misrepresentation of the User to any third party with respect to the Indemnified Parties.
The breach of any of the clauses of these Terms.
All taxes and regulatory fees for which the User may be liable.
In case of any grievance in relation to the Services and/or Tavvy, the User can reach out to hello@Tavvy.com.
LIMITATION OF LIABILITY
Subject to Applicable Law, notwithstanding anything contained herein Tavvy shall not be liable for any personal injury, emotional injury, stress caused due to any nature of service provided through Tavvy’s platform or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to User’s use or inability to use the Services, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Tavvy has been advised of the possibility of such damages.
Notwithstanding anything contained herein, in no event shall Tavvy’s total liability to the User for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of Fifty Dollars (USD 50). The foregoing limitations shall apply even if the above stated remedy fails of its essential purpose.
Breach of any of the obligations, declarations, covenants, representations and warranties shall give Tavvy an unconditional right but not an obligation to terminate its engagement with the User, including but not limited to the restriction of and/or otherwise denial of access to any license to use any of the Assets which may be for the time being in force.
GOVERNING LAW AND ARBITRATION
This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of England and Wales.
Subject to Clause 11.3 below, these Terms shall be subject to the jurisdiction of the courts in Dubai.
Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by three (3) arbitrators. Tavvy shall appoint one (1) arbitrator, the User shall appoint one (1) arbitrator and the two arbitrators can jointly appoint the third arbitrator. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.
The seat as well as the venue of the arbitration at all times shall be Dubai.
All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.
The arbitration award shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
The Parties agree to bear their own costs of arbitration until such time that the arbitral tribunal does not pass an award deciding on the costs. The arbitrators may, (but shall not be required to), award to a Party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel).
When any dispute is under arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement.
AMENDMENTS AND WAIVERS
RESTRICTIVE COVENANTS OF THE USER
The User shall not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Tavvy.
During the Term of this Agreement the User shall not, either directly or indirectly solicit or entice away or endeavor to assist any other Third Party in an endeavour to solicit or to entice away from Tavvy any employee, erstwhile customer, prospective customer and/or customer.
During the Term of this Agreement, the User agrees to take no action which is intended, or would reasonably be expected, to harm Tavvy or its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to Tavvy.