Terms and Conditions

Interpretation

1.1. The following words and expressions shall bear the meanings assigned to them and cognate words and expressions shall bear corresponding meanings, namely: ‘GATE’ refers to GATE (Greatness Achieved Through Excellence) Edu-ideate Technology Company Limited as set out in the terms and conditions below ‘Users’ refers to the persons making use of the Service as a Tutee as set out in the terms and conditions below ‘Service’ refers to the educational content offered by independent third-parties on the GATE Academy educational platform which may comprise of one or more of applications, websites, content, products, services, etc.

1.2. These T&Cs shall apply to all persons registered on the platform as Users (hereinafter referred to as “User”). They regulate the rights and obligations of Users when visiting the platform and when using the functions and services offered on it.

1.3. These T&Cs shall apply exclusively to the use of the platform as a User. Any deviating, contradictory or supplementary T&Cs shall not form part of the business relationship between the User and GATE Academy, even if they have not been expressly contradicted. Deviating, contradictory or supplementary T&Cs shall only be valid if GATE Academy has agreed to them in writing.

1.4. GATE Academy may change the provisions of these T&Cs at any time without stating the reasons. Such changes shall be posted on the platform. If the User continues to use the Platform after becoming aware of the amended T&Cs, the amendments are deemed to be accepted.

1.5. The information on the protection of the User’s personal data is available in the privacy policy on the platform under Privacy Policy.

Subject of the Contract, Service Description

2.1. Users and persons registered as Tutors (hereinafter referred to as “Tutor”) can arrange physical and/or online video lessons (hereinafter referred to as “lessons”) via the platform.

2.2. All persons who wish to offer lessons via the Platform can register as Tutors. These persons do not have to be school teachers. If services offered by Tutors via the Platform are subject to charges, this will be expressly and clearly indicated.

2.3. If a User and Tutor agree upon lessons, the contract for this shall be concluded directly between the User and the Tutor (hereinafter “Tutor Contract”).

2.4. GATE Academy operates the Platform and arranges tutor contracts on behalf of Tutors for Users of the platform. In addition, GATE Academy offers certain services in connection with the onboarding of Users and also provides support in the processing of tutor contracts. GATE Academy is authorised to accept payments in the name and on account of Tutors. However, GATE Academy itself does not become a party to the tutor contracts concluded between Users and Tutors.

2.5. GATE Academy may also provide other services via the Platform (e.g. an assignment/homework help or an online study content resource tool). However, GATE Academy is not obliged to make such offers available.

Registration, Consent of the Legal Representative

3.1. Use of the Platform requires a corresponding registration. In the course of registering for the Platform, the User agrees to the validity of these T&Cs. Use of the Platform as a User or Tutor is reserved for registered persons. Registration is free of charge.

3.2. In the course of registration, the User must provide all information completely and truthfully and update it immediately in the event of any changes.

3.3. There is no right to registration on the Platform. GATE Academy reserves the right to refuse to register a person as a User without stating the reasons or to exclude already registered Users from using the Platform without giving reasons. Any credit purchased and not yet consumed at the time of exclusion will be refunded by GATE Academy to the excluded User. To make this payment, GATE Academy shall use the same means of payment that the User originally used to purchase the credit.

3.4. Registration on the Platform is possible regardless of age. However, in order to use chargeable services (lessons) via the Platform, Users must be at least 14 years old and Tutors at least 18 years old. If a User or Tutor has not yet reached the respective minimum age, the prior consent of the person’s legal representative is required.

3.5. GATE Academy will provide the User with access to the Platform by transmitting access data to the mobile phone number and email address provided by the User and creating a personal user account. In this regard, the User is obliged to provide GATE Academy (support@gateacademy.com.ng) with an email address to which documents can be sent to the User. If this email address changes, the User must notify GATE Academy immediately by providing the new email address.

Tutor Engagement for Lessons, Purchase of Credits

4.1. Tutor engagements are concluded between a User and a Tutor in accordance with the relevant provisions of these T&Cs.

4.2. Users can conclude a tutor engagement with a Tutor by purchasing credits for lessons via the Platform. The processing of the credit payment to the Tutor is administered by GATE Academy. Credits for lessons can be purchased in the form of hourly rates. Credit for hours that are still open can also be waived if the entire tuition support cycle is not used up within a certain period of time.

4.3. For the duration of the engagement period, the user will be credited monthly or every four weeks (on the respective renewal date) with the number of sessions specified in the engagement, and the corresponding sum will be debited automatically. The renewal date corresponds to the calendar day on which the engagement was concluded (e.g. if an engagement was concluded on 15.07.2019, the renewal date is the 15th day of the following month of the engagement period or the 11th day of the following month if a four week cycle is opted for by the User). Credited sessions can be freely used for booking in lessons until the next renewal date; they can be rolled over to the next renewal date if the number of lessons wasn’t concluded for that previous booking. It is possible to pause the engagement for one month at a time (starting with the renewal date). The duration of the pause is then added to the engagement period, which is extended accordingly. Pausing is not possible for 6-month engagement periods. In the case of an agreed engagement period of 9 or 12 months, a pause of one month is possible. In the case of 18- or 24-month packages, pausing is possible on two occasions and in the case of a 36-month engagement period, pausing is possible on three occasions.

4.4. If the User or their legal representative clicks the button “Re-hire now for a fee” on the Platform, they make a binding offer to the (previously selected) Tutor to conclude a tutor engagement as well as to purchase the credit balance required for this and thus an offer to conclude a engagement for a fee. GATE Academy sends a confirmation message to the User (on behalf of and in the name of the respective Tutor) to accept this offer.

4.5. Before concluding the tutor engagement, the User is given the opportunity to check all details again and to change them if necessary.

4.6. GATE Academy has merchant accounts with external payment service providers (e.g. Paystack, Visa, MasterCard). The User transfers the payments to the merchant account of GATE Academy with the respective payment service provider. The User thereby acquires credit for the use of lessons with the respective Tutor via the Platform.

4.7. Pursuant to Section 7 (3) of the Nigerian Consumer Protection Commission Act (CPC), the User is provided with confirmation of the concluded tutor engagement on a permanent data carrier (e.g. as a PDF document by email) together with the information mentioned in Section 4 (1) CPC.

Lessons, Automatic Extension

5.1. Tutor engagements can be concluded (in particular) in the form of different categories of lessons to be consumed by the User within a certain period of time. The prices of the different categories may vary depending on the number of units and the period of time envisaged for the consumption of the units.

5.2. The respective current prices are announced on the Platform. GATE Academy reserves the right to change prices at any time. Such changes only apply to units/categories purchased after such a change.

5.3. Payment of the credit for lessons is made either (partially or fully) in advance and/or in monthly instalments via the selected payment provider. If payment is made in the AppStore, the purchase will be charged after confirmation via the User’s iTunes account.

5.4. After the expiration of the term, the engagement is extended by another category with the same conditions (units, period and price). If this is not desired by the user, the form to turn off auto-renewal can be filled in from the moment of conclusion of the engagement until 7 days before the end of the engagement period at the latest, thus preventing the subsequent extension. Otherwise, the tutor engagement will be renewed for another category with the same conditions (units, period and price). For the payment, the agreement chosen in the original tutor engagement applies (see also point 5.3). If the engagement is not cancelled, the current engagement will be extended without a new right of revocation (Point 12.).

5.5. In addition to the individual lessons, Tutors can also offer free live group courses as well as paid live group courses via the Platform. These are basically one-time purchases (and not packages).

Rights and Obligations of Users

6.1. The User agrees that when taking lessons via the Platform, GATE Academy may deduct the amount per hour agreed upon at the conclusion of the tutor engagement from the User’s credit balance/wallet and credit the Tutor with the credit balance/wallet due to them for this hour. If credit expires because it is not used by the User within the time period provided for this purpose, it will also be deducted from the User’s account.

6.2. The User has the possibility to create a rescheduling request up to 8 hours for physical lessons and 3 hours for online video lessons before a lesson as already agreed with a Tutor. Provided that this is accepted by the Tutor at least 5 hours before the start of a physical class and 1 hour for an online class before the start of the lesson, the User will be automatically rescheduled for the newly selected date and or time free of charge. It should be noted that each Tutor is free to agree their own arrangements with a User for the latest possible rescheduling free of charge. The limit set by GATE Academy is 8 hours for physical lessons and 3 hours for online lessons before the lesson was due to start. In the event of cancellation or rescheduling not in accordance with the above regulations, as well as in the event of a User’s failure to attend except in a case of an emergency (with adequate and verifiable evidence of such an emergency), or any other valid reasons deemed fit by GATE Academy. GATE Academy reserves the right to deduct up to 100% of the session value from the User’s credit balance in the name and for the account of the Tutor as penalty and no-show rate or charge.

6.3. In the event of disputes arising from a tutor engagement - If you're in disagreement with one or more of the following reason(s) about the session(s):

- Billable Duration - number of hours or minutes the tutor spent teaching isn't correct.

- End or Start Time - the exact start or end time is incorrect.

- Session - whether or not the class held.

You have the right to take action from the notification sent to your registered email address at the start or end of such a session and follow these steps:

- Click "View Session" in the email.

- From the session page, scroll down to "Disputes".

- Click on + sign.

- Follow the exact dispute you'd like to submit.

When you submit the dispute, a member of the GATE Academy Dispute Resolution Team would pick it up to resolve.

6.4. The User undertakes to keep secret the access data provided by GATE Academy. The User is responsible for all activities that emanate from their user account.

6.5. The User undertakes to notify GATE Academy immediately if there is any suspicion of unauthorised use of their user account. If there is suspicion of unauthorised use of a user account or if a User violates applicable legal regulations or these T&Cs, GATE Academy reserves the right to block the user account.

Information About Tutors

7.1. During registration, Tutors indicate in which subject areas (e.g. school subjects) they would like to offer lessons. If requests for lessons in a relevant subject area are received from Users via the Platform, GATE Academy may notify a Tutor; however, there is no obligation to do so. On the other hand, there is no obligation for the Tutor to respond to requests for lessons.

7.2. A User has no right to be referred to a particular Tutor. The availability of Tutors is exclusively based on the times they themselves have indicated on the Platform.

7.3. There is no employment or freelance service relationship between a Tutor and GATE Academy. Tutors are not subject to instructions from GATE Academy and act independently when holding lessons. They are also not authorised to represent GATE Academy in legal transactions.

Use of Platform

8.1. GATE Academy shall make the Platform available for use all week and day. However, there is no procedure that can guarantee that software is error-free based on the current state of technology. GATE Academy therefore does not guarantee that the software on which the Platform is based is completely free of errors and that there will be no platform downtime. Furthermore, the Platform may be temporarily unavailable due to maintenance work. GATE Academy will announce scheduled maintenance work on the Platform in a timely manner. However, GATE Academy is not obliged to update the Platform.

8.2. The Platform and the underlying software are copyrighted and may not be used or modified beyond the agreed rights of use without prior written consent from GATE Academy. Likewise, the design of the Platform and in particular the content placed on the Platform (e.g. databases, photos, images, logos, videos, texts, graphics, etc.) are copyrighted or are subject to other laws for the protection of intellectual property and, unless otherwise indicated, GATE Academy is entitled to these.

8.3. GATE Academy can make the Platform interactive. This gives Users and Tutors the opportunity to review each other and write their own comments. GATE Academy does not check whether the reviews are potentially unfounded or misleading. Users undertake to provide only truthful information in the reviews and to observe the legal regulations as well as these T&Cs. Users may only reproduce personal data with the express permission of the person concerned.

8.4. GATE Academy reserves the right to delete reviews or other content in whole or in part, especially if they contain unlawful content.

8.5. The User expressly acknowledges and agrees that in particular, but not exclusively, the distribution of the following content via the Platform is prohibited:

- racist, pornographic, obscene, insulting, vulgar, violent, belittling and immoral content;

- insulting, hurtful comments or threats against other Users, Tutors or third parties;

- content which impairs or endangers children or young people in their development or upbringing or which violates human dignity or other legally protected interests;

- content that could lead others to criminal or other immoral acts;

- copied content to which the Tutor has no rights or which was provided by other registered persons;

- content that poses a security risks, such as viruses;

- Sending unsolicited advertising emails, junk emails, other unsolicited messages, so-called email bombs etc. to other Users, Tutors or third parties or setting links to third-party pages for distribution purposes.

8.6. The User grants GATE Academy the free, non-exclusive, perpetual and unrestricted right to use, edit, copy and distribute reviews, photos, graphics, texts, audio messages and videos posted on the Platform for provision on the Platform and for advertising the Platform.

8.7. The use of tools for data analysis of the Platform content is not permitted.

8.8. GATE Academy is entitled at any time to restrict or completely discontinue the services offered via the Platform without stating the reasons. Significant changes or restrictions to the services offered will be announced on the Platform in good time.

8.9. A restriction or discontinuation of the services offered by GATE Academy does not change these T&Cs. GATE Academy can only change the T&Cs in accordance with the procedure stipulated in Section 1.4.

Warranty, Withdrawal from Tutor Engagement

9.1. The relationship between the User and GATE Academy is governed by the statutory warranty provisions.

9.2. If a Tutor has not or only partially fulfilled a tutor engagement (e.g. individual units) or has fulfilled it badly (e.g. non-appearance or late arrival of Tutor, lack of professional competence, inappropriate treatment of User), the User can make a justified complaint to support@gateacademy.com.ng GATE Academy can check the quality of a lesson in such cases and try to mediate between the User and Tutor. The User and Tutor agree that GATE Academy will have the final say on the existence and amount of any claim for a credit refund. If GATE Academy considers the User’s complaint to be justified, the credit for a unit of lessons shall be credited to the User’s credit account and any credit already transferred to the Tutor’s credit account for the unit shall be deducted from the Tutor’s credit balance.

9.3. In case of serious violations of a Tutor or in case of non-fulfilment of the tutor engagement, an attempt shall be made to find a replacement Tutor for the User at the User’s request. If a replacement Tutor is found, the tutor engagement is transferred to the replacement tutor and the unused credit shall be available for lessons with the replacement tutor under the previously agreed conditions (open units/agreed time period). If no replacement tutor can be found or if the User does not wish to have a replacement tutor, they have the right to terminate the tutor engagement pursuant to point 12.8.

Liability

10.1. GATE Academy shall only be liable, regardless of the legal grounds, if damage was caused through GATE Academy as a result of gross negligence or intent. GATE Academy’s liability for slight negligence is excluded - except for personal injury.

10.2. GATE Academy shall assume no liability for the fulfilment of contractual or other obligations of Tutors towards Users. In particular, GATE Academy is not liable for the availability of Tutors or for any damage incurred by the User in connection with the performance of a tutor engagement. With regard to the reimbursement of the credit used for a lesson unit, a User must proceed in accordance with point 9.2. All claims over and above this must be made directly to the respective Tutor.

10.3. GATE Academy shall not be liable for the content provided by Users or Tutors on the Platform or the content of websites to which GATE Academy is linked. For illegal, incorrect or incomplete content and especially for damage resulting from the use or non-use of such information, the provider of the site to which GATE Academy is linked is solely liable. The User is therefore solely responsible for critically reviewing and evaluating the content of other Users and Tutors.

Exemption from Liability on the Part of the User

11.1. The User undertakes to indemnify and hold GATE Academy completely harmless if GATE Academy is held liable by Tutors for claims arising from tutor engagements or by other Users, Tutors or third parties for civil or criminal, judicial or extrajudicial claims arising from the content posted by the User on the Platform. The indemnification also includes penalties, damages and all costs of legal defence.

Right of Revocation for Users (Tutor Engagement)

12.1. In the event that a User concludes a tutor engagement via the Platform with a Tutor who is an entrepreneur within the meaning of the Nigerian Consumer Protection Commission Act, the User shall have the following right of revocation against the Tutor.

12.2. The User has the right to terminate the engagement without stating the reasons.

12.3. The revocation period is 14 days from the day the engagement was concluded.

12.4. In order to exercise the right of revocation, the User must announce the revocation of the engagement by means of a clear declaration. For this purpose, the User may download, fill out and submit the sample revocation form or send another unambiguous declaration by e-mail to support@gate-academy.com. GATE Academy will immediately send the User a confirmation of receipt of such revocation.

12.5. In order to comply with the revocation period, it is sufficient for the User to send notification of the exercise of the right of revocation before the end of the revocation period.

12.6. Consequences of revocation: If the User revokes the tutor engagement, all payments made for the purchase of credits for lessons must be repaid to the User immediately and at the latest within fourteen days of the day on which the notification of revocation of the engagement was received. For this repayment, the same means of payment shall be used as the one used for the original purchase of credit.

12.7. Exception to the right of revocation: The right of revocation no longer applies as soon as the first paid tutor session takes place within the 14-day period. It does not apply regardless of whether the user has actually made use of the unit or has not appeared.

12.8. After expiry of the 14-day revocation period from the day the engagement was concluded, the User can no longer terminate the tutor engagement and cannot reclaim the amount paid for the purchase of credits. The right to an extraordinary revocation of the tutor engagement remains unaffected. In the event of such extraordinary revocation, the User may reclaim the amount paid for the acquisition of (unused) credit.

Engagement Duration/Termination

13.1. The contractual relationship between GATE Academy and the respective User regarding the use of the Platform begins with the User successfully registering on the Platform. Both the User and GATE Academy are entitled to terminate this contractual relationship (with regard to the use of the Platform) at any time with immediate effect, in which case the registration as a User must be deleted. This does not apply to the concluded ongoing tutor engagement, the processing of which is in any case still to be facilitated by GATE Academy. The tutor engagement can only be terminated extraordinarily under official proof of the following reasons:

- in case of severe, persistent illness of the user, which makes the participation in the units unreasonable.

- In case of at least 3 months unemployment and the consequential loss of earnings (provided that employment was in place upon initial engagement completion).

- in case of relocation abroad with such a large time difference that participation in the units is unreasonable.

- if no substitute tutor can be found within a reasonable time frame according to point 9.3.

Applicable Law, Place of Jurisdiction

14.1. These T&Cs and all further agreements with GATE Academy are exclusively subject to law of The Federal Republic of Nigeria as well as England and Wales, excluding the UN Convention on Contracts for the International Sale of Goods and the reference norms of international private law. This choice of law only applies insofar as it does not deprive a User of the protection afforded by the mandatory provisions of the law of the state or country in which they have their habitual residence.

14.2. The competent court in Lagos, Nigeria is responsible for all legal actions brought against GATE Academy by a User due to disputes arising from the contractual relationship. This does not affect the User’s right to sue at any other legal place of jurisdiction. For all legal actions brought against a User who has their residence, usual place of abode or place of employment in Nigeria for disputes arising from the contractual relationship, one of the courts in whose district the User has their residence, usual place of abode or place of employment shall be competent. For Users who were not resident in Nigeria at the time the engagement was concluded, the statutory places of jurisdiction shall apply.

Final Provisions

15.1. In case of contradictions between these T&Cs and deviating written agreements between a User and GATE Academy, the provisions of the deviating agreements shall take precedence over these T&Cs.

15.2. Should individual provisions of these T&Cs be or become invalid, this shall not affect the remaining content of the T&Cs. The invalid provision shall be replaced by a provision that is legally valid and comes closest to the User’s and GATE Academy’s economic purpose.

15.3. A “third party” within the meaning of these T&Cs is any natural or legal person who is different from the person registered as a User and from GATE Academy, even if legal and/or economic relationships should exist with such a person.

15.4. Unless otherwise stipulated in these T&Cs, neither a User nor GATE Academy may transfer or assign the provisions and rights from these T&Cs to third parties without the written consent of the other party.

Interpretation

1.1. The following words and expressions shall bear the meanings assigned to them and cognate words and expressions shall bear corresponding meanings, namely: ‘GATE’ refers to GATE (Greatness Achieved Through Excellence) Edu-ideate Technology Company Limited as set out in the terms and conditions below ‘Users’ refers to the persons making use of the Service as a Tutor as set out in the terms and conditions below ‘Service’ refers to the educational content offered by independent third-parties on the GATE Academy educational platform which may comprise of one or more of applications, websites, content, products, services, etc.

1.2. These T&Cs shall apply to all persons registered on the platform as Tutors (hereinafter referred to as “Tutor”). They regulate the rights and obligations of tutors when visiting the platform and when using the functions and services offered on it. Unless the registration process is successfully completed, the person cannot offer the tutoring service via the platform.

1.3. These T&Cs shall apply exclusively to the use of the platform as a Tutor. Any deviating, contradictory or supplementary T&Cs shall not form part of the business relationship between the Tutor and GATE Academy, even if they have not been expressly contradicted. Deviating, contradictory or supplementary T&Cs shall only be valid if GATE Academy has agreed to them in writing.

1.4. GATE Academy may change the provisions of these T&Cs at any time without stating the reasons. Such changes shall be posted on the platform. If the Tutor continues to use the Platform after becoming aware of the amended T&Cs, the amendments are deemed to be accepted.

1.5. The information on the protection of the Tutor’s personal data is available in the privacy policy on the Platform under Privacy Policy.

Subject of the Contract, Service Description

2.1. Tutors and persons registered as Users (hereinafter referred to as “User”) can arrange physical and online video lessons (hereinafter referred to as “lessons”) via the Platform.

2.2. If a tutor and a user agree on lessons, the engagement for lessons is concluded directly between the tutor and the user (hereinafter the “tutor engagement”). The tutor receives a confirmation from GATE Academy about the conclusion of the tutor engagement.

2.3. GATE Academy operates the Platform and arranges tutor engagements on behalf of Tutors for Users of the Platform. In addition, GATE Academy offers certain services in connection with the onboarding of Users. However, GATE Academy itself does not become a party to the tutor engagements concluded between Users and Tutors.

2.4. GATE Academy may also provide other services via the Platform (e.g. an assignment/homework help or an online study content resource tool) where Tutors can earn a bonus under certain conditions. However, GATE Academy is not obliged to make such offers available or to offer a bonus for them.

Registration, Consent of the Legal Representative

3.1. Use of the Platform requires a corresponding registration. In the course of registering for the Platform, the Tutor agrees to the validity of these T&Cs. Use of the Platform as a Tutor or User is reserved for registered persons. Registration is free of charge.

3.2. In the course of registration, the Tutor must provide all information completely and truthfully and update it immediately in the event of any changes.

3.3. There is no right to registration on the Platform. GATE Academy reserves the right to refuse to register a person as a Tutor without stating the reasons or to exclude already registered Users from using the Platform without giving reasons. For the settlement and payout of the credit balance acquired by the Tutor on the Platform, the Tutor shall provide GATE Academy with a bank account at a credit institution; this must be done in any case within 3 days of GATE Academy’s written request (also by email).

3.4. Registration on the Platform is possible regardless of age. However, in order to use chargeable services (Lessons) via the Platform, Users must be at least 14 years old and Tutors at least 18 years old. If a User or Tutor has not yet reached the respective minimum age, the prior consent of the person’s legal representative is required.

3.5. GATE Academy will provide the Tutor with access to the Platform by transmitting access data to the email address and mobile phone number provided by the Tutor and creating a personal user account. In this regard, the Tutor is obliged to provide GATE Academy operations@gateeduinc.com with an email address to which documents can be sent to the Tutor. If this email address changes, the Tutor must notify GATE Academy immediately by providing the new email address.

Appointment of GATE Academy as Mediator

4.1. The Tutor hereby instructs GATE Academy to present the subject knowledge they offer on the Platform and to provide them with opportunities to conclude tutor engagements via the Platform. However, GATE Academy cannot guarantee that tutor engagements are actually arranged.

4.2. GATE Academy is entitled to accept payments in the name and on account of Tutor.

Rights and Obligations of Tutors

5.1. Tutors can register on the Platform to offer lessons. During registration, Tutors indicate in which subject areas (e.g. school subjects) they would like to offer lessons. If requests for lessons in a relevant subject area are received from Users via the Platform, GATE Academy may notify a Tutor; however, there is no obligation to do so. On the other hand, there is no obligation for the Tutor to respond to requests for lessons.

5.2. There is no employment or freelance service relationship between a Tutor and GATE Academy. Tutors are not subject to instructions from GATE Academy and act independently when holding lessons. They are also not authorised to represent GATE Academy in legal transactions.

5.3. Tutor engagements are concluded between a Tutor and a User, taking into account the relevant provisions of these T&Cs.

5.4. Users can conclude a tutor engagement with a Tutor by purchasing credits for lessons via the Platform. Credit for lessons can be purchased in the form of hourly categories. Credit for hours that are still open can also be waived if the entire category is not used up within a certain period of time. Furthermore, the tutor engagement may be extended automatically after the agreed period of time if the User does not object to this in due time before the end of the term. The use of the platform by Tutors requires the agreement of the tariffs for the lessons listed on the platform. The current prices for the lessons are published on the platform; with the approval of the present terms and conditions, these tariffs are deemed to have been agreed between the Tutor and GATE Academy. GATE Academy reserves the right to change the tariffs of the credits to be purchased (categories) and the commissions to be paid at any time. Such changes only apply to lessons / categories that are brokered after such a change.

5.5. The processing of the credit payment to the Tutor is administered by GATE Academy. Unless otherwise agreed, after a lesson has been held, the Tutor will be credited with the credit for that lesson to be paid out to their credit account (subject to clause 6.2).

5.6. The Tutor pays GATE Academy a commission for each arranged tutor engagement. The entire commission claim arises upon conclusion of the tutor engagement. Payment of the commission to GATE Academy (by way of retention) is done as follows: If the User pays the respectively acquired credit (category) in full upon conclusion of the tutor engagement, the commission is also due in full immediately for payment to GATE Academy; if the User pays the respective acquired credit (category) in instalments; the commission is also due in partial amounts (pro rata) for payment to GATE Academy (at the time of the respective payment by the User). GATE Academy is entitled to withhold the commission amounts owed by the Tutor from the User’s payments (or their credit balance).

5.7. After holding a lesson, GATE Academy will deduct credits from the User’s account and credit the tutor with the credits minus the commission. GATE Academy may also deduct credits from a User’s account and transfer the credit (less commission) to the Tutor provided the User does not move or cancel a session in a timely manner or does not show up for it. The commission payable to GATE Academy by the Tutor in this case may also differ from the commission payable when a lesson is held.

5.8. If User credits expire because they are not used within the specified time period, such credits are rolled-over to the next billing cycle or following month. Except the User forfeits such credits and in cases like this, GATE Academy is entitled to the entire expired credit as a special commission.

5.9. The current commissions shall be announced on the Platform or otherwise made known to the Tutor.

5.10. If the User has a repayment claim with regard to acquired but not yet used credit from a tutor engagement, the (proportional) commission is also cancelled accordingly (retroactively) with the repayment. In this case, the Tutor will be issued with corresponding credit notes for the commissions already invoiced.

5.11. If a Tutor has concluded a tutor engagement with a User, they are obliged to fulfil such an engagement, paying particular attention to the timely holding of the lesson. Termination of a tutor engagement is only possible on the basis of a mandatory legal right of revocation or with the User’s consent. Due to the negative effects on the Platform, penalty payments by the Tutor to GATE Academy may also be incurred due to the Tutor’s violation of the obligations arising from the tutor engagements.

5.12. The Tutor has the possibility to create a rescheduling request up to 8 hours for physical lessons and 2 hours for online video lessons before a lesson as already agreed with a User. Provided that this is accepted by the User at least 5 hours before the start of a physical class and 1 hour for an online class before the start of the lesson, the User will be automatically rescheduled for the newly selected date and or time free of charge. It should be noted that each User is free to agree their own arrangements with a Tutor for the latest possible rescheduling free of charge. The limit set by GATE Academy is 8 hours for physical lessons and 3 hours for online lessons before the lesson was due to start. In the event of cancellation or rescheduling not in accordance with the above regulations, as well as in the event of a Tutor’s failure to attend except in a case of an emergency(with adequate and verifiable evidence of such an emergency), or any other valid reasons deemed fit by GATE Academy. GATE Academy reserves the right to deduct up to 100% of the session value from the Tutor’s payout wallet in the name and for the account of the User as penalty and no-show rate or charge.

5.13. The Tutor undertakes to notify GATE Academy if and when The Tutor wishes to and The User requests for an additional class (session) outside of the originally agreed tutor engagement and provisions of holding classes (sessions) or to hold a make-up for a missed or rescheduled session(s). This notice must be made at least 24 hours in advance of such additional, make-up or rescheduled session to the fulfilment of the tutor engagement. If the make-up, additional or rescheduled session(s) don’t appear on the dashboards of The Tutor and The User and if such make-up, additional or rescheduled session(s) are not clocked-in for at the start and clocked-out for at the end of such sessions (physical or online) with The User. The Tutor can’t claim payments or payouts for session(s) that are not fulfilled or partially fulfilled or added to the dashboards of The Tutor and The User arising from The Tutor’s lack of notifying GATE Academy of the rescheduled, make-up or additional sessions. Disputes arising from The Tutor’s inability to notify GATE Academy of such make-up, rescheduled or additional session(s) would not be attended to and The Tutor forfeits their rights to the payment or payout of such make-up, rescheduled and additional session(s).

5.14. The Tutor undertakes to observe GATE Academy’s provisions of holding classes (sessions) to the fulfilment of the tutor engagement by making sure to clock-in at the start and clock-out at the end of every session (physical or online) with The User. The Tutor can’t claim payments or payouts for session(s) that are not fulfilled or partially fulfilled arising from The Tutor’s lack of clocking-in and clocking-out for the session(s) at the commencement and end of the session respectively. Disputes arising from The Tutor’s inability to clock-in and clock-out at the start and end of a session would not be attended to and The Tutor forfeits their rights to the payment or payout of such session(s).

5.15. The Tutor undertakes to observe the legal provisions applicable to the fulfilment of the tutor engagement in each case and in particular to ensure that when posting content on the Platform, they have the corresponding rights of use and that the provision of content does not violate legal regulations, moral standards and/or the rights of third parties (such as copyright, personal rights and trademark rights).

5.16. The Tutor explicitly acknowledges and agrees that any form of re-use of other Tutors’ teaching content, materials and answers (e.g. in assignment/homework help) is prohibited.

5.17. The Tutor should at no time and for whatever reason(s) privately chat with or call any learner outside of the in-app messaging tool on the website or mobile app. It's against our child protection guidance policy. If a tutor needs to share any resource or whatsoever, such messages should be restricted to the group chats created with the parents or on the in-app messaging feature. All correspondence with learners and parents should be done through the legally approved medium that GATE Academy has provided or through the GATE Academy support team.

5.18. The Tutor undertakes to keep the access data provided by GATE Academy confidential. The Tutor is responsible for all activities that originate from their user account.

5.19. The Tutor undertakes to notify GATE Academy immediately if there is any suspicion of unauthorised use of their user account. If there is suspicion of unauthorised use of a user account or if a Tutor violates applicable legal regulations or these T&Cs, GATE Academy reserves the right to block the user account and subsequently delete it.

Credit Account/Settlement

6.1. After a Tutor has successfully registered on the Platform, a credit account (a “credit account”) is set up for them, to which the credits acquired by the Tutor through holding lessons or providing additional services (bonuses) are credited. No interest is paid on the credit balance.

6.2. The Tutor can view the current balance of their credit balance in their user account.Payments to the Tutor shall be made once a month in the month following the month in which the tutor requested the payment.This will be in the form of a cashless transfer to the Tutor’s most recently specified bank account.

6.3. If the contract between GATE Academy and the Tutor is terminated, any credit balance that has not yet been paid out shall be due for payout to the Tutor at the end of the next calendar month.

6.4. Any taxes and duties connected with the payout of the credit balance(e.g.income tax, VAT, contributions) must be declared and paid by the Tutor themselves.The Tutor undertakes to indemnify and hold GATE Academy completely harmless in this regard.

6.5. GATE Academy has merchant accounts with external payment service providers(e.g.Paystack, Visa, MasterCard, Verve etc).The Tutor receives payments by bank transfer from a GATE Academy merchant account via the respective payment service provider.

Use of Platform

7.1. GATE Academy shall make the Platform available for use every day of every week. However, there is no procedure that can guarantee that software is error-free based on the current state of technology. GATE Academy therefore does not guarantee that the software on which the Platform is based is completely free of errors and that there will be no platform downtime. Furthermore, the Platform may be temporarily unavailable due to maintenance work. GATE Academy will announce scheduled maintenance work on the Platform in a timely manner. However, GAcademy is not obliged to update the Platform.

7.2. The Platform and the underlying software are copyrighted and may not be used or modified beyond the agreed rights of use without prior written consent from GATE Academy. Likewise, the design of the Platform and in particular the content placed on the Platform (e.g. databases, photos, images, logos, videos, texts, graphics, etc.) are copyrighted or are subject to other laws for the protection of intellectual property and, unless otherwise indicated, GATE Academy is entitled to these.

7.3. GATE Academy can make the platform interactive. This gives users and tutors the opportunity to review each other and write their own comments. GATE Academy does not check whether the reviews are possibly unfounded or misleading. Tutors may only reproduce personal data with the express permission of the person concerned.

7.4. GATE Academy reserves the right to delete reviews or other content in whole or in part, especially if they contain unlawful content. racist, pornographic, obscene, insulting, vulgar, violent, belittling and immoral content; insulting, hurtful comments or threats against other Users, Tutors or third parties; content which impairs or endangers children or young people in their development or upbringing or which violates human dignity or other legally protected interests; content that could lead others to criminal or other immoral acts; copied content to which the Tutor has no rights or which was provided by other registered persons; content that poses a security risks, such as viruses; Sending unsolicited advertising emails, junk emails, other unsolicited messages, so-called email bombs etc. to other Users, Tutors or third parties or setting links to third-party pages for distribution purposes.

7.5. The Tutor grants GATE Academy the free, non-exclusive, perpetual and unrestricted right to use, edit, copy and distribute reviews, photos, graphics, texts, audio messages and videos posted on the Platform for provision on the Platform and for advertising the Platform.

7.6. The use of tools for data analysis of the Platform content is not permitted.

7.7. GATE Academy is entitled at any time to restrict or completely discontinue the services offered via the Platform without stating the reasons. Significant changes or restrictions to the services offered will be announced on the Platform in good time.

7.8. A restriction or discontinuation of the services offered by GATE Academy does not change these T&Cs. GATE Academy can only change the T&Cs in accordance with the procedure provided in Section 1.4.

Warranty, Withdrawal from Tutor Engagement

8.1. The relationship between the Tutor and GATE Academy is governed by the statutory warranty provisions.

8.2. If a Tutor has not or only partially fulfilled a tutor engagement (e.g. individual units) or has fulfilled it badly (e.g. non-appearance or late arrival of tutor, lack of professional competence, inappropriate treatment of User), the User can make a justified complaint to support@gateacademy.com.ng GATE Academy can check the quality of a lesson in such cases and try to mediate between the User and Tutor. The User and Tutor agree that GATE Academy will have the final say on the existence and amount of any claim for a credit refund. If GATE Academy considers the User’s complaint justified, the Tutor’s claim to the credit balance shall be cancelled. Any credit already allocated to the Tutor’s credit account for the unit shall be deducted in this case. If the Tutor does not have sufficient credit in their credit account at this time, GATE Academy reserves the right to deduct any credit required later from the credit account or to demand the amount back in cash.

8.3. In case of serious violations of a Tutor or in case of non-fulfilment of the tutor engagement, an attempt shall be made to find a replacement Tutor for the User at the User’s request. If a replacement Tutor is found, the tutor engagement can be transferred to the replacement tutor. The Tutor shall agree to such a transfer of the tutor engagement. The replacement tutor may subsequently acquire credit by holding lessons in accordance with the conditions agreed with the original Tutor; they will also owe the commission payable to GATE Academy for the tutor engagement they have taken over (for the units provided). If no replacement tutor can be found or if the User does not wish to have a replacement tutor, they have the right to terminate the tutor engagement without notice.

Liability

9.1. GATE Academy is only liable, regardless of the legal grounds, if damage was caused through GATE Academy as a result of gross negligence or intent. GATE Academy’s liability for slight negligence is excluded - except for personal injury.

9.2. GATE Academy shall assume no liability for the fulfilment of contractual or other obligations of Tutors towards Users. In particular, GATE Academy is not liable for any damage incurred by the Tutor in connection with the performance of a tutor engagement. These claims must be made directly to the respective User.

9.3. GATE Academy shall not be liable for the content provided by Users or Tutors on the Platform or the content of websites to which GATE Academy is linked. For illegal, incorrect or incomplete content and especially for damage resulting from the use or non-use of such information, the provider of the site to which GATE Academy is linked is solely liable. The Tutor is therefore solely responsible for critically reviewing and evaluating the content of other Users and Tutors.

Exemption from Liability on the Part of the Tutor

10.1. The Tutor undertakes to indemnify and hold GATE Academy completely harmless if GATE Academy is held liable by Tutors for claims arising from tutor engagements or by other Tutors, Users or third parties for civil or criminal, judicial or extrajudicial claims arising from the content posted by the Tutor on the Platform. The indemnification also includes penalties, damages and all costs of legal defence.

Right of Revocation for Tutors

11.1. In the event that a Tutor has registered on the Platform as a consumer within the meaning of the Nigerian Consumer Protection Commission Act, they are entitled to the following right of revocation from GATE Academy.

11.2. The Tutor has the right to revoke the contract with GATE Academy on the use of the Platform within 14 days of registration on the Platform without stating the reasons.

11.3. In order to exercise the right of revocation, the Tutor must notify GATE Academy of the revocation with a clear statement (e.g. a letter or email sent to GATE Academy by post). For this purpose, the Tutor can download, fill in and transmit the sample revocation form on the Platform under the following link or use another clear declaration. If the Tutor makes use of this option, GATE Academy shall immediately send them confirmation of receipt of such a revocation.

11.4. In order to comply with the revocation period, it is sufficient for the Tutor to send notification of the exercise of the right of revocation before the end of the revocation period.

11.5. All declarations can be sent to the following contact details: GATE Eduideate Technology Ltd., 2, Ijesha Close, off Coker Road, Ilupeju, Lagos, Nigeria or by e-mail to support@gateacademy.com.ng.

Contract Duration/Termination

12.1. The contractual relationship between GATE Academy and the respective Tutor regarding the use of the Platform begins with the Tutor successfully registering on the Platform. Both the Tutor and GATE Academy are entitled to terminate this contract at any time with immediate effect, in which case the registration as a Tutor must be deleted. However, GATE Academy must still be able to process current tutor contracts in an orderly manner.

Applicable Law, Place of Jurisdiction

13.1. These T&Cs and all further agreements with GATE Academy are exclusively subject to Nigerian law, excluding the UN Convention on Contracts for the International Sale of Goods and the reference norms of international private law. This choice of law only applies insofar as it does not deprive a Tutor of the protection afforded by the mandatory provisions of the law of the state/country in which they have their habitual residence.

13.2. The competent court in Lagos, Nigeria is responsible for all legal actions brought against GATE Academy by a Tutor due to disputes arising from the contractual relationship. This does not affect the Tutor’s right to sue at any other legal place of jurisdiction. For all legal actions brought against a Tutor who has their residence, usual place of abode or place of employment in Nigeria for disputes arising from the contractual relationship, one of the courts in whose district the Tutor has their residence, usual place of abode or place of employment shall be competent. For Tutors who were not resident in Nigeria at the time the contract was concluded, the statutory places of jurisdiction shall apply.

Final Provisions

14.1. In case of contradictions between these T&Cs and deviating written agreements between a User and GATE Academy, the provisions of the deviating agreements shall take precedence over these T&Cs.

14.2. Should individual provisions of these T&Cs be or become invalid, this shall not affect the remaining content of the T&Cs. The invalid provision shall be replaced by a provision that is legally valid and comes closest to the User’s and GATE Academy’s economic purpose.

14.3. A “third party” within the meaning of these T&Cs is any natural or legal person who is different from the person registered as a Tutor and from GATE Academy, even if legal and/or economic relationships should exist with such a person.

14.4. Unless otherwise stipulated in these T&Cs, neither a Tutor nor GATE Academy may transfer or assign the provisions and rights from these T&Cs to third parties without the written consent of the other party.