Eequ is a directory and marketplace service through which Customers can view details of learning and leisure Experience providers and the Learning Experiences they offer for adult Customers or children of Customers. Eequ, on behalf of the Mentor, promotes the Mentor’s Learning Experience sessions and facilitates Mentor’s use of a payment service provider to collect charges from Customers in respect of bookings made on Eequ. No contract exists between Eequ and the Mentor, or Eequ and the Customer, for the provision of any of the Mentor’s Learning Experience sessions. Eequ is an intermediary between the Mentor and the Customer. All arrangements for the fulfilment of any booking are solely between the Mentor and the Customer.

The Mentor is granted the right to use the Service in accordance with the terms of this Agreement.

Eequ hereby grants the Mentor a non-exclusive, non-transferable licence to use the Platform solely for the purpose of accessing and using the Service in accordance with the terms of this Agreement and for no other purpose.

Eequ reserves the right, without liability, to reject or remove from the Learning Experience Listing any Mentor Content which does not meet the terms of this Agreement or at Eequ's sole discretion. In the event of complaints from Customers in respect of any Booking, Eequ may suspend access to the Services and display of the Learning Experience Listing until such time as the issue is resolved to Eequ’s satisfaction.

Eequ may redesign the Platform at its sole discretion at any time.

The Mentor shall be responsible for setting the level of the Agreed Charges.

Stripe is the “Payment Services Provider” for the Mentor on Eequ. Eequ has integrated the Payment Service Provider into the Platform to facilitate payment card processing in respect of the Agreed Charges. Payment processing services for Mentors on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). The Mentor is responsible for payment of all sums charged by the Payment Service Provider in accordance with the Stripe Services Agreement. By agreeing to these terms in respect of your use of the Platform, or continuing to operate as a Mentor on the Platform, the Mentor agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Eequ enabling payment processing services through Stripe, the Mentor agrees to provide Eequ accurate and complete information about the Mentor and its business, and the Mentor authorises Eequ to share it and transaction information related to the Mentor’s use of the payment processing services provided by Stripe. As a condition of using the Platform, the Mentor must maintain an account with the Payment Service Provider and accept the Payment Service Provider’s terms and conditions. Eequ will not be responsible for any acts or omissions of the Payment Service Provider. Eequ does not process any payments and is not responsible to the Mentor in respect of any chargebacks or fraudulent user activity conducted by means of the Payment Service Provider in respect of the Booking or the Agreed Charges.

Eequ receives its Service Fee automatically by means of the Payment Service Provider. The Mentor hereby authorises Eequ to instruct the Payment Service Provider to pay to Eequ any outstanding Service Fee owed to Eequ, by means of a deduction from payments made by Customers to the Mentor.

Where there is a fault with the Platform or the Payment Service Provider which results in the Service Fee not being automatically deducted the Mentor shall pay the Service Fee to Eequ within 7 days.

The Mentor shall be responsible for accounting for charging and accounting for any VAT arising under the Booking.

Termination of this Agreement, however arising, shall not affect the Mentor’s obligation to pay any Service Fee due under this Agreement.

The Service Fee is exclusive of VAT (if any). If any VAT is properly chargeable in respect of any Service Fee, the Mentor shall pay the amount of that VAT to Eequ.

Eequ shall be entitled to increase the Service Fee, or commence or increase any fees payable in respect of any additional services, at any time upon notification to the Mentor by means of the Dashboard. The Mentor’s continued use of the Services after receipt of such notice will be deemed acceptance of the increase or change.

The Mentor acknowledges that Customers have the right to cancel Bookings, in accordance with their statutory rights as consumers. The Mentor agrees to accept such cancellations to the extent required under applicable law and its Cancellations Policy set out in the Learning Experience Listing. and will not be entitled to any payment in respect of any cancelled Booking.

The Mentor shall be responsible for specifying its own Cancellations Policy in the Learning Experience Listing. Such policies must be in accordance with applicable laws, including the Regulations.

If a Mentor wishes to change the date and/or time of a Booking, in the event that the Customer is unable or unwilling to agree to such change, Mentor shall immediately notify the Customer and refund the Customer the full amount. However, at Eequ’s sole discretion, Eequ may still require the Mentor to pay the Service Fees that would have been due from the Mentor in respect of that Booking. This Condition 4 does not affect Customer’s rights or Mentor’s obligations to a Customer under a Booking or applicable law.

The Mentor agrees to abide by the Eequ Codes of Conduct.

All Customer Submissions are provided by Customers, not by Eequ. Eequ cannot reasonably verify the accuracy of each one. Eequ, therefore, takes no responsibility and assumes no liability for any Customer Submission. Eequ is not responsible for any mistakes, defamation, omissions which the Mentor or its staff may encounter, or for any infringement of intellectual property rights by any Customer Submission. If the Mentor considers that any Customer Submission is defamatory of the Mentor or any individual, or infringes their rights in any way, the Mentor should contact Eequ at hello@eequ.org.

Eequ is not involved in transactions between Customers and Mentors. In respect of any dispute arising between Customer and the Mentor in relation to any Booking, Learning Experience Session, or Learning Experience Listing, the Mentor releases Eequ (and its agents and employees) from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Eequ shall refer any Customer complaints it receives to the Mentor and the Mentor shall acknowledge all complaints. The Mentor shall respond to the Customer within 72 hours of the Mentor’s receipt of a complaint received directly from a Customer or from Eequ.

The Mentor shall not, and shall ensure that no member of its staff or their families, shall not, interact with the Platform as a Customer, including posting a review of the Mentor or any other Mentor.

The Mentor shall not pay or incentivise any Customer in any way to post a positive Customer Submission, including by means of any discount on services available at the Mentor or elsewhere.

The Mentor shall not pressure, intimidate or harass any Customer on the basis of their interaction with the Platform, including any negative reviews.

The Mentor shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Booking, except where such liability arises as a result of Eequ’s negligence or its breach of these Conditions.

The Mentor undertakes in favour of Eequ as follows:

not to remove, suppress or modify in any way any proprietary markings including any trademark or copyright notice on the Platform;

not to resell, re-market or otherwise distribute any portion of the Service or offer the Service to others;

to be solely responsible for any Mentor Content submitted by the Mentor in connection with the Service;

to be responsible for, and at its own cost: i) obtaining and maintaining all necessary permissions, consents and licences to enabling the Mentor to use the Service and submit the Mentor Content; ii) comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation in all relevant jurisdictions that may relate to the Mentor’s use and access of the Service.

to take all necessary precautions to ensure that Mentor Content supplied is: i) honest, accurate, truthful; and ii) is free from viruses or other malware;

ensure that in its use of the Service to respond to comments from Customers it maintains a civil, courteous manner;

use the Service in accordance with the Eequ Acceptable Use Policy, any applicable law, and in a manner which does not interfere with, disturb, or disrupt the Services, or Eequ’s equipment, as determined by Eequ in its sole discretion; and

at all times promote the Platform in the Mentor premises by means of promotional materials provided by Eequ.

The Mentor warrants that it has the legal right and authority to enter into bookings and to provide the Learning Experience Sessions. The Mentor shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which the Mentor is required to obtain in respect of the Learning Experience Sessions. Eequ shall provide all reasonable assistance to the Mentor in that regard.

The Mentor shall not use the Services (including the Platform or the Learning Experience Listing) to promote or sell or make available any medicine, medical device, medical product or medical service, or any product or service for which promotion or marketing requires any regulatory licence or consent. The Mentor acknowledges that these items are highly regulated and can only be promoted with appropriate authorisations and approvals, which have not been sought by Eequ.

The Mentor shall be responsible for the supply and maintenance of all equipment and facilities needed by it to carry out the Booking.

The Mentor shall ensure that the services provided by the Mentor under a Booking fully address each requirement as set out in the Booking, and are of a standard consistent with the skills and Learning Experience which the Mentor has specified to Eequ in the Learning Experience Listing.

The Mentor shall defend, indemnify and hold harmless Eequ against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Mentor’s use of the Services.

The Mentor shall ensure that none of the following are included in any Mentor Content: (a) any items prohibited by applicable laws or regulatory requirements; (b) any item that infringes the intellectual property rights or other rights of any person; or (c) any material that is offensive, intimidatory, defamatory, obscene, blasphemous, profane or otherwise objectionable.

The Mentor shall maintain procedures to facilitate reconstruction of any lost or corrupted Mentor Content and the Mentor agrees that Eequ will not be liable under any circumstances for any consequences arising from lost or corrupted Mentor Content or files which would not have been lost if such procedures had been maintained.

The Mentor is solely responsible for carrying out all necessary back up procedures for its own benefit to ensure that Mentor Content access can be maintained in the event of loss of Mentor Content from the Platform for any reason.

The Mentor shall ensure that all Learning Experience Sessions are provided in accordance with all applicable laws, regulations, codes of conduct and trade association or governmental guidance.

2. The Mentor agrees to comply with all applicable laws in relation to its activities using the Service, and its sales of products and services to Customers. Without limitation, the Mentor shall comply at all times with the information and right of cancellation requirements in the Regulations.

The Mentor shall ensure that the Learning Experience Listing contains all items required to be disclosed under the Regulations, and shall notify Customer of their right to cancel a Booking in accordance with the Regulations.

The Mentor shall ensure that the Learning Experience Sessions are provided in accordance with the highest level of safety for all participants with particular attention to any special requirements for child safety and security standards.

By registering for the Service, the Mentor warrants that it and the Mentor Staff are not legally prevented from working with vulnerable adults or children and that its name (nor the name of any Mentor Staff) does not appear in any official lists of individuals who are barred from working with children under any UK Protection of Children Act or similar legislation in any territory.

Eequ and the Mentor will each take all necessary measures to comply with such technical security measures in relation to the Platform notified by Eequ from time to time to the Mentor. The Mentor will take all necessary measures to ensure that each staff member accessing the Platform directly or indirectly complies with any such security measures.

The Mentor will be responsible for maintaining the security of any passwords or usernames issued to it in respect of the Service. The Mentor shall keep the password and username confidential and safely stored and shall not disclose them to any person other than those who need to have access to the Dashboard and who are aware of the Mentor’s obligations to keep those details secure. The Mentor shall immediately notify Eequ by email to privacy@eequ.org of any suspected security breach or improper use.

Eequ and the Mentor will co-operate with any investigation relating to security that is carried out by or on behalf of Eequ.

The Mentor acknowledges that any personal data in relation to the owner or staff of the Mentor shall be processed by Eequ in accordance with its Privacy Policy..

For the purposes of this Condition 11, the following terms bear the meaning ascribed to them in the Data Protection Laws:, “data controller”, “data processor”, “data subject”, “personal data”, “process”, “processing” and “appropriate technical and organisational measures”.

Eequ and the Mentor each acknowledge that, for the purposes of the Data Protection Laws, in respect of Eequ Customers’ and personal data, the Mentor and Eequ each act as independent data controllers. Except as is required by this Condition 11, each party is responsible for its own compliance with Data Protection Laws.

The Mentor must within 24 hours of the Mentor becoming aware of it, notify Eequ of any Customer Data Security Breach. Mentor shall provide full cooperation and prompt assistance to Eequ and the Customer in respect of their respective efforts to investigate, remediate, and mitigate the effects of the Customer Data Security Breach.

Mentor must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) Eequ to be in breach of any provision of any Data Protection Laws and take all reasonable steps to ensure the reliability of its employees and agents who may have access to the personal data and ensure that such staff and agents are informed of the confidential nature of the personal data and have undertaken training in the laws relating to handling personal data;

For the avoidance of doubt, the Mentor acknowledges that Eequ may as independent data controller contact, and process the personal data of, any Customer or Student. The Eequ Privacy Policy applicable to its use of Customer and Learner personal data is set out at https://www.eequ.org/privacy.

The Mentor will indemnify and hold Eequ, its officers and shareholders harmless against all losses, claims, costs, damages or proceedings suffered or incurred by Eequ or its officers and shareholders arising out of or in connection with the Mentor’s breach of this Condition 11.

Eequ acknowledges that the Mentor is providing the Service as part of his/her own business and that the Mentor shall be entitled to:
i) specify the dates and times at which it wishes to accept Bookings; and
ii) set its own Agreed Charges.

The Mentor is solely responsible for providing any premises, equipment, materials and expertise necessary to meet his/her obligations under any Booking.

Nothing in the Agreement shall prevent the Mentor from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during or after this Agreement.

Eequ will not be liable for any tax or withholding, including but not limited to National Insurance, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a Customer’s use of a Mentor’s services.

The Mentor alone is responsible for setting the level of his/her charges applicable to Bookings and may change them at any time in respect of any future Bookings.

The Mentor agrees that it is responsible for his/her own accounting and tax affairs and that it will indemnify and hold Eequ entirely harmless from any claims from HMRC or any other body in respect of any tax or National Insurance payable in respect of any Booking.

The Mentor shall adhere to the Acceptable Use Policy at all times when using the Customer messaging service comprised in the Services.

All Intellectual Property Rights in the Mentor Content, all amendments or additions to the Mentor Content, and databases and other compilations including any of such, belong to the Mentor.

The Mentor grants Eequ a licence to use, edit, create databases from, copy and store the Mentor Content for the purposes of the Service, and for the purposes of any promotion of the Platform or any other Eequ products or services, including emails to Customers.

The Mentor hereby permits Eequ to bid on internet search keyword terms (including Google Adwords) and make use of search engine optimisation services and similar services that embody, incorporate or quote (in whole or part) the trading name of it or any brands used in connection with the Learning Experience Sessions.

Apart from Mentor Content, the Mentor acknowledges that all Intellectual Property Rights in the Service including the Platform, the Learning Experience Listing, the Mentor Guide and all related materials as between Eequ and the Mentor are and shall at all times remain the property of Eequ or its licensors. No rights to or property in the Service shall pass to the Mentor. No right to modify, adapt or create derivative works from the Service or any part of it is granted to the Mentor.

This Agreement commences on the Start Date and shall continue in force unless terminated in accordance with Condition 20 or this Condition 16.1. Either party may terminate this Agreement on notice to the other at any time. In the event of the Mentor giving notice to terminate, it shall ensure that it continues to meet its obligations under any Booking. In the event that Eequ giving notice to terminate, the Mentor shall promptly refund Agreed Charges to the Customer under any Booking pro-rata to the Learning Experience Sessions attended as at the date of termination.

Eequ hereby warrants that to the best of its knowledge it has the right to grant to the Mentor access to the Service on the terms of this Agreement.

Eequ undertakes to the Mentor that it will follow its normal procedures and processes to test for viruses contained in or introduced into the Platform.

Eequ will not be liable for any deficiency in the Service attributable to operator error, deficiencies or errors relating to any third-party component not provided by Eequ or third-party connectivity necessary to access the Service. When notifying a defect or error the Mentor must provide Eequ with one or more documented examples of such defect or error.

Eequ does not warrant that the Mentor’s use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Mentor through the Services will meet the Mentor’s requirements; and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Mentor acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Eequ makes no warranties, as to the number of Customers using the Platform or pages displayed on the Platform or the functionality, performance, or response times of the Platform.

Eequ will have no obligation under this Condition 17 to the extent a claim is based on use of the Services in a manner inconsistent with this Agreement or the Mentor Guide, or as a result of negligence or wilful misconduct of the Mentor.

The Mentor undertakes not to take any photograph or video or audio recording of any Learner (“Recording”), without the express written consent of the Learner, or in the case of a child, the Learner’s parent or guardian. No use of any such recording may be made except as specifically consented to in writing by the adult learner on in the case of a child, the parent or guardian.

In the event that the adult learner, parent or guardian consents to the Mentor uploading a Recording to Eequ, the Mentor shall do so by means of the Platform or an app made available by Eequ to the Mentor for such purposes.

This Condition 19 sets out the entire financial liability of Eequ (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Mentor:
- arising under or in connection with this agreement;
- in respect of any use made by the Mentor of the Services or any part of them; and
- in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

Except as expressly and specifically provided in this agreement:
- the Mentor assumes sole responsibility for results obtained from the use of the Services by the Mentor, and for conclusions drawn from such use. Eequ shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Eequ by the Mentor in connection with the Services, or any actions taken by Eequ at the Mentor’s direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- the Services are provided to the Mentor on an “as is” basis.

Nothing in this agreement excludes the liability of Eequ:
i) for death or personal injury caused by Eequ’s negligence; or
ii) for fraud or fraudulent misrepresentation.

Subject to Condition 19.2 and Condition 19.3:
i) Eequ shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
ii) Eequ’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to a sum equal to the total Service Fee paid to Eequ during the 12 months immediately preceding the date on which the claim arose.

Without prejudice to its other rights and remedies either party may, by written notice to the other (the ‘Breaching Party’), terminate this Agreement, with immediate effect, upon or at any time following the occurrence of one or more of the following events:
i) the Breaching Party is in material or persistent breach of any of its obligations under this Agreement and either that breach is incapable of remedy, or the Breaching Party has failed to remedy that breach within 7 days after receiving written notice requiring it to remedy that breach; or
ii) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally.

Notwithstanding the termination of this Agreement, the Mentor shall remain liable to pay to Eequ all sums accrued due on or prior to the date of termination.

Eequ shall have no liability to the Mentor under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Eequ or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Mentor is notified of such an event and its expected duration.

The Mentor hereby grants Eequ permission to publicise the fact that it is a Learning Experience Listing customer of Eequ, including in a press release or on social media.

The Mentor shall not use, display or modify Eequ’s trade marks in any manner without the prior written consent of Eequ.

Compliance with law
Mentor shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations.

Relationship
Eequ and the Mentor are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

Rights of third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.

Eequ may revise the terms of the Agreement at any time by notifying the Mentor by means of the Dashboard. The Mentor acknowledges that the changes are binding on the Mentor from the date that they are made.

This Agreement, together with the documents referred to in it, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it.

Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Agreement.

Nothing in this Agreement shall operate to exclude any liability for fraud.