Terms of business

Contents

1. Parties

  • 1.1 AGORA CO-LEARNING SPACES PTE. LTD., a company organized and existing under the laws of Singapore (UEN 202028118K) with its registered office address at 68 Circular Road, #02-01, Singapore 049422 (the “Agora”, “We”; “Our” “Us”); and
  • 1.2 You and/or Your Child on behalf of which You are acting, are the party(ies) to whom the Education Services shall be provided (“You”, “Your”, “Yours”).
    (collectively, the “Parties” and each, a “Party”).

2. Definitions and interpretations

  • 2.1 The defined terms in these TOB shall have the meaning ascribed to them in Schedule 1 (Definitions & Interpretation).
  • 2.2 In these TOB the rules of interpretation set out in Schedule 1 (Definitions & Interpretation) shall apply.

3. Precedence

  • 3.1 If there is any conflict, ambiguity or inconsistency between any parts of these TOB or these TOB and any Contract, the following order of precedence shall apply: i) the clauses in these TOB, ii) the Schedules of these TOB, and iii) the Contract.

4. Bookings

  • 4.1 You can place a Booking Request on the Agora Platform by following the instructions stipulated.
  • 4.2 Where You place a Booking Request via the Agora Platform, You will receive an email from Agora acknowledging that Agora have received and are reviewing Your Booking Request.
  • 4.3 Your Booking Request constitutes an offer to Agora / the applicable Education Provider to procure Education Services, and is subject to acceptance by Agora / the applicable Education Provider, which Agora will communicate to you via email.
  • 4.4 Each Booking Request, once accepted by Agora, becomes a Contract and shall immediately constitute a separate and independent binding contract between You and Agora incorporating these TOB.
  • 4.5 Each Booking Request, once accepted by an Education Provider, becomes a Contract and shall in accordance with Clause 5, immediately constitute a separate and independent binding contract between You and that Education Provider incorporating these TOB.

5. Education services

  • 5.1 Subject to receiving payment from You in accordance with Clause 14, Agora shall use reasonable efforts to:
    • 5.1.1 where the Contract is between yourself and an Education Provider, procure that the applicable Education Provider performs the Services set out in the Contract in accordance with these TOB; and/or
    • 5.1.2 where the Contract is between yourself and Agora, perform the Education Services set out in each Contract in accordance with these TOB.

6. Contracting with education providers

  • 6.1 You can use the Agora Platform to:
    • 6.1.1 procure Education Services from Agora itself; and
    • 6.1.2 as a marketplace to obtain Education Services from any of the Education Providers.
  • 6.2 Where Clause 6.1.2 applies, You acknowledge and agree that:
    • 6.2.1 Agora may facilitate your access to the Education Services (including by executing the Contract and collecting fees, on behalf of the applicable Education Provider);
    • 6.2.2 the Contract will constitute a separate and independent binding contract between You and that Education Provider;
    • 6.2.3 these TOB shall be incorporated into the Contract, save that references in these TOB to “Agora”, “We” and “Us” shall, where applicable, be read as a reference to the applicable Education Provider;
    • 6.2.4 notwithstanding any other provision of this Agreement, neither Agora nor any of its Affiliates or Personnel shall be held to be jointly or severally responsible for any obligations or liabilities arising under or in relation to a Contract between yourself and an Education Provider; and
    • 6.2.5 subject to clause 7.2, in the event that any Dispute arises between you and an Education Provider:
      • (a) you must resolve that Dispute with the Education Provider directly; and
      • (b) Agora shall have no responsibility or liability in relation to the same.

7. Delivery by education providers

  • 7.1 Agora will use reasonable efforts to procure that any Education Services that You have purchased from an Education Provider are delivered in accordance with these TOB and the applicable Contract, but You acknowledge and agree that:
    • 7.1.1 each Education Provider is a Third Party that Agora does not have any control over;
    • 7.1.2 Agora does not control any Education Provider’s fulfilment processes; and
    • 7.1.3 Agora shall not be liable to You in any way for any Claim or Loss arising in relation to any Dispute that You may have with any Education Provider.
  • 7.2 Where an Education Provider is unable to deliver the Education Services for whatever reason, You acknowledge and agree that Agora may, at Agora’s sole and absolute discretion, either:
    • 7.2.1 arrange for the Education Provider to perform the Education Services at an alternative Site and/or on an alternative date; or
    • 7.2.2 procure that the Education Services are rescheduled, replaced or refunded in accordance with the Course Policy.

8. Refunds

  • 8.1 If You wish to cancel a Contract, please refer to the Course Policy to determine Your eligibility and understand how cancellations and refunds may be made.
  • 8.2 You acknowledge and agree that the Course Policy is hereby incorporated by reference into these TOB.

9. Your status

  • 9.1 By submitting a Booking Request through the Agora Platform, You warrant and represent to Agora that You:
    • 9.1.1 are at least 18 years of age and are otherwise legally capable of entering into binding contracts;
    • 9.1.2 have read, understood and accepted these TOB;
    • 9.1.3 where You are procuring Education Services for you Child, You have the requisite legal authority to do so;
    • 9.1.4 are duly authorised to submit the Booking Request; and
    • 9.1.5 intend to enter into a legally binding contract if Agora or the applicable Education Provider accepts Your Booking Request.

10. Your obligations

  • 10.1 To enable Agora and the Education Providers to provide and/or perform the Education Services, You shall and you shall ensure that the Student(s) that you are procuring Education Services in relation to, shall:
    • 10.1.1 promptly provide Agora with all relevant information which may have any bearing on the Education Services being procured. In particular, it is vitally important that you ensure that:
      • (a) You inform Agora and any applicable Education Provider of any health or medical conditions, disabilities or allergies that the Student has or subsequently develops, whether long-term or short-term, including any infections;
      • (b) You provide all instructions, information and documents required for Agora to perform the Education Services in a pro-active, responsive and/or timely manner;
      • (c) all information which You provide is correct, complete and not misleading;
      • (d) if there are changes to the information provided to Agora, You notify Agora immediately;
    • 10.1.2 comply with all Agora Policies;
    • 10.1.3 comply with all Instructions; and
    • 10.1.4 read, understand and comply with all instructions and materials provided by Agora or an Education Provider as pre-requisites for the course that you signed up for.
  • 10.2 You warrant and represent to Agora that:
    • 10.2.1 all information You supply to Agora is true and accurate and Agora may rely on the same without the need for further verification;
    • 10.2.2 You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Agora’s or any Education Provider’s IPR; and
    • 10.2.3 You shall not, and you shall ensure that the Student that you submit a Booking Request in relation to shall not, breach any terms set out in these TOB.
  • 10.3 You acknowledge and agree that Agora and the Education Providers:
    • 10.3.1 supply the Education Services on an ‘as is’ basis; and
    • 10.3.2 subject to Clause 10.4, hereby exclude all conditions, warranties, representations or other terms (whether express, implied or otherwise) which may apply to the supply of the Education Services to the maximum extent permitted by Applicable Law.
  • 10.4 Nothing in these TOB shall be interpreted to exclude, restrict or modify any rights or remedies available to You under Applicable Law, which cannot be excluded, restricted or modified.

11. Site access

  • 11.1 You acknowledge and agree that Your and Your Child’s access to a Site shall always be strictly subject to, and conditional upon, the following:
    • 11.1.1 reasonable access being solely for the purpose of receiving Education Services;
    • 11.1.2 access occurring only during Business Hours at the Site;
    • 11.1.3 access being subject to, and consistent with, all applicable Agora Policies;
    • 11.1.4 you and your Child properly identifying themselves prior to seeking access to the relevant Site;
    • 11.1.5 you and your Child immediately and fully complying with all Instructions given by Agora and any of Agora’s Personnel;
    • 11.1.6 you and your Child taking all reasonable measures so as to ensure that you do not jeopardise or interfere with the health and safety of any other Person at the Site;
    • 11.1.7 you and your Child’s entry onto a Site being entirely at your own risk; and
    • 11.1.8 we will do all that is reasonable to ensure that your Child remains in the care of Agora while on a Site but Agora has not responsibility or liability for any Loss or Claim relating to you Child if they leave a Site without permission, or in other ways remove themselves from Agora’s supervision.
  • 11.2 If you and/or your Child fail to comply with any of the requirements of these TOB or any Contract or any of Agora’s instructions , then Agora may in its sole discretion, and at your cost and expense:
    • 11.2.1 Immediately remove you or your Child from the Site;
    • 11.2.2 deny you or your Child access to the Site; and/or
    • 11.2.3 subject further access to such additional conditions as Agora deems appropriate.
  • 11.3 You acknowledge and agree that any breach of you or your Child of your obligations under Clause 11.1 shall be deemed a material breach of these TOB and you shall Indemnify Agora for any resulting Loss or Claim.

12. No bullying

  • 12.1 You acknowledge and agree that:
    • 12.1.1 Your Child’s rights and freedoms are balanced with the lawful needs and rules of Agora, and the rights and freedoms of others attending the Site;
    • 12.1.2 the intentional and deliberate intimidation of another person through emotional, physical, psychological and/or technological means will not be tolerated by Agora, and Your Child may be removed and/or banned from the Site, without refund, in the event that they violate this principle; and
    • 12.1.3 overly disruptive, aggressive or other socially inappropriate acts will not be tolerated by Agora, and Your Child may be removed and/or banned from the Site, without refund, in the event that they violate this principle.

13. Prices & taxes

  • 13.1 Prices for the Education Services are as stated on the Agora Platform, in Singapore Dollars.
  • 13.2 Prices for the Education Services are inclusive of GST, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the Education Services.
  • 13.3 Agora may change the prices of the Education Services at any time in Agora’s sole and absolute discretion, without any need to notify You.
  • 13.4 The prices for the Education Services are inclusive of any bank charges that may apply to the relevant transaction.

14. Payment

  • 14.1 You hereby authorise Agora to make or to procure the making of a charge/debit on the debit or credit card associated with Your User Account or provided to Agora when you submit Your Booking Request.
  • 14.2 Payment will be processed contemporaneously or within a short period of time after You submit, and Agora accept, Your Booking Request.
  • 14.3 “Payment received” means when Agora receives a credit / debit card authorisation to that effect.
  • 14.4 You acknowledge and agree that if, for whatever reason, Your payment is reversed or declined, then the applicable Contract shall be automatically terminated.
  • 14.5 If Agora is unable to fulfil a Contract for reasons outside Agora’s control, Agora will cancel the Contract and issue You a credit note in accordance with the Course Policy.
  • 14.6 You remain liable for payment of applicable taxes and You shall pay all Agora’s invoices in full, free of any withholding and/or deductions for applicable taxes and bank charges.
  • 14.7 Where Agora does not receive full payment as a result of You not paying Your bank charges, Agora may raise a separate invoice to You for the amount of the unpaid Charges.
  • 14.8 If You do not pay for Your Contract in full and on time then Agora reserves the right to:
    • 14.8.1 terminate Your User Account; and/or
    • 14.8.2 suspend and/or terminate the provision and/or performance of all Education Services (whether they are to be performed by Agora or an Education Provider) forthwith in whole or in part.

15. Liability

  • 15.1 These TOB set out the full extent of Agora’s obligations and liabilities to You in respect of the Education Services and your and/or your Child’s attendance at a Site.
  • 15.2 You acknowledge and agree that Agora (together with Agora’s officers, directors, employees, representatives, affiliates, providers and third parties) shall not be liable to You for any losses and/or liabilities whatsoever arising out of or in connection with:
    • 15.2.1 any use of any Third Party Site, including where the Education Services are performed on a Third Party Site;
    • 15.2.2 Your and your Child’s use of or reliance on the Agora Platform or the Education Services;
    • 15.2.3 Your and your Child’s inability to use the Agora Platform and/or the Education Services (as the case may be);
    • 15.2.4 any failure of the Education Services to be performed, in part or in full, due to any unforeseen circumstances beyond Agora’s control, including any Force Majeure Event;
    • 15.2.5 any inaccuracy or other defect in any document or information You supply;
    • 15.2.6 the actions or failure to act, by any Education Provider;
    • 15.2.7 the actions or failure to act, by any Third Party at the Site;
    • 15.2.8 the actions or failure to act, by yourself or your Child.
  • 15.3 Subject to these TOB and to the extent permitted by law, Agora’s maximum aggregate liability to You arising out of or in connection with these TOB is limited to the lower of SGD 100.00 or the value of the relevant Contract.
  • 15.4 You warrant and represent to Agora that in the event that Your or your Child suffer any loss, death or personal injury caused by a Third Party Site, you will not sue Agora but will instead bring your claim against the Third Party that owns the Third Party Site.
  • 15.5 Except where You breach Clauses 20.1, or any liability incurred under Clause 16, neither Party shall be liable to the other Party for any loss of profits, loss of opportunity, loss of data or any special, indirect or consequential losses.
  • 15.6 The limitations and disclaimer in Clause 15.3 do not purport to limit liability or alter Your rights as a consumer that cannot be excluded under applicable law.
  • 15.7 If Agora are ever found be liable to You under these TOB, Agora’s liability will be to You only and not to any Third Party You deal with.

16. Indemnity

  • 16.1 You acknowledge and agree that You shall fully indemnify, defend and hold Agora harmless from and against any and all Claims, Losses and/or liabilities of whatever nature suffered, sustained or incurred, arising out of or in connection with:
    • 16.1.1 Your and/or your Child’s use of the Education Services;
    • 16.1.2 Your and/or your Child’s dealings with any Education Provider;
    • 16.1.3 Any damage or loss caused by Yourself or your Child to any of Agora’s physical property and/or equipment (which shall be calculated on a “replace as new” basis); and
    • 16.1.4 Agora’s use of any and all information that You submit to Agora via the Agora Platform.
  • 16.2 For the purposes of Clause 16.1, Agora shall be deemed to include Agora’s affiliates, employees, agents, directors, shareholders and officers.

17. Termination

  • 17.1 Agora may immediately terminate any Contract with you under these TOB at any time before delivery and for whatever reason, by notice to You.
  • 17.2 Where Agora terminates any Contract for whatever reason then Agora will send You an email notifying You of the same, and may:
    • 17.2.1 (if Agora has not charged Your card) not charge Your debit or credit card; or
    • 17.2.2 (if Agora has already charged Your card) process a refund of monies Agora had previously debited from Your card in accordance with the Course Policy.
  • 17.3 Upon termination of any Contract by Agora, You acknowledge and agree that Agora shall have no further liability to You under such Contract.
  • 17.4 You shall have no right to terminate any Contract.
  • 17.5 Upon receipt of a termination notice, the Parties shall promptly (and in any event, within any time frame set out in the termination notice):
    • 17.5.1 in Your case, take all possible action at your own cost and expense to collect and ensure the safety of your Child;
    • 17.5.2 any outstanding payments owed to Agora, if any, will immediately become due;
    • 17.5.3 take all possible action to mitigate any liabilities which may arise as a result of such termination; and
    • 17.5.4 cease performance of the obligations under the relevant Contract in accordance with, and to the extent specified in, the termination notice.
  • 17.6 Clauses 3, 5, 6, 7, 8, 11, 15, 16, 17, 18 and 20 shall survive the termination of these TOB.
  • 17.7 Clause 17.6 does not limit the survivability of other provisions, which by their nature, are likewise intended to survive the termination and/or expiry of these TOB.

18. Intellectual property

  • 18.1 The IPR owned by Agora and made available to You or Your Child in connection with a Contract shall remain the absolute property of Agora.
  • 18.2 You acknowledge and agree that You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Agora’s IPR. Agora reserved all rights at all times in all of Agora’s IPR.
  • 18.3 You and your child only get a licence to use Agora’s IPR to the extent required to receive the Education Services.
  • 18.4 You acknowledge and agree that:
    • 18.4.1 any unauthorised use or reproduction of Agora’s IPR by You or any Third Party authorised, permitted or enabled by You is a very serious issue that will materially impact Agora’s business; and
    • 18.4.2 should Agora’s IPR be infringed or copied in contravention of these TOB, Agora’s losses will be substantial.

19. Data protection

20. General provisions

  • 20.1 Confidential Information: You will not divulge or disclose any of Agora’s Confidential Information to any Third Party without prior express consent in writing from Agora.
  • 20.2 Entire Agreement: These TOB constitutes the entire agreement between You and Agora relating to the provision of the Education Services, to the exclusion of all other terms and conditions, and any prior written or oral agreement between them.
  • 20.3 Novation & Assignment: You may not assign, novate, or otherwise transfer all or any of its rights, benefits or obligations under these TOB without the prior written approval of the other Party. Agora may assign, novate, or otherwise transfer all or any of its rights, benefits or obligations under these TOB without your prior approval.
  • 20.4 Variation: Agora may, in Agora’s sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Agora Platform (or any part thereof) and the Education Services.
  • 20.5 Force Majeure: Agora shall not be liable to you for any delay or non-performance of Agora’s obligations under these TOB or any Contract, as a direct or indirect result of a Force Majeure Event.
  • 20.6 Set-Off: You may not set off any sums you owe to Agora against any sums Agora owes to you. Agora is entitled to set off any rights and Claims it may have against any rights or Claims of You or Your Child under this Agreement.
  • 20.7 Sub-contracting: Agora may sub-contract the performance of any of its obligations under these TOB without your prior written approval.
  • 20.8 Waiver: No failure to exercise, nor any delay in exercising, any right, power or remedy under these TOB shall operate or be deemed a waiver of the same. Waivers must always be given in writing.
  • 20.9 Illegality: If any provision of these TOB is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction then the rest of these TOB shall still remain in full force and effect.
  • 20.10 Relationship: Nothing in these TOB shall be construed to make either Party an agent, employee, franchisee, joint venturer or legal representative of the other Party.
  • 20.11 Third Party Rights: Except where expressly contemplated, these TOB does not create any rights which are enforceable by any person who is not a Party to these TOB.
  • 20.12 Notices: All notices under these TOB or any Contract shall be in writing and shall be delivered by email to the Party due to receive it at the Party’s designated email address. In Agora’s case, please send it to hello@agora-colearning.space. You expressly consent to Agora contacting you by SMS, Whatsapp, WeChat, TikTok or Teams message, or any other direct messaging application as Agora may use from time to time.
  • 20.13 You acknowledge and agree that:
    • 20.13.1 Agora may communicate with You by email sent without encryption over the internet;
    • 20.13.2 Agora will not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of emails, including any attachments; and
    • 20.13.3 Agora will not be responsible for the effect on any computer system of any emails, attachments or viruses which may be transmitted by this means.
    • Governing Law: These TOB is governed by, and shall be construed in accordance with, the laws of Singapore. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore in relation to any Disputes.

21. Definitions

  • In these TOB (unless the context otherwise requires), the defined terms in these TOB shall have the meaning set out below:
    • Affiliate: means any entity that is Controlled by a Party or under common Control of that Party;
    • Agora Platform: means the Agora Website, Agora App and/or any other mechanism that Agora provides in relation to Bookings or utilisation of the Sites;
    • Agora App: means the Agora application downloadable via a relevant app store;
    • Agora Policies: means any and all policies maintained by Agora in connection with its business and as may be notified from time to time;
    • Agora Website: means the site maintained by Agora at https://www.agora-colearning.space/;
    • Agreement Date: means the date stated at the top of page 1 of these TOB;
    • Applicable Law: means all national, state, local and municipal legislation, regulations, statutes, by-laws, approvals and/or other laws and any other instrument or direction from officials having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions thereto) relating to or connected with the activities contemplated under these TOB, wherever so located and/or performed;
    • Booking Request: means any request for Education Services made by You to Agora, or any Education Provider, made via the Agora Platform;
    • Business Day: means a day other than a weekend, official public holiday or a day upon which banks are otherwise generally closed for business in Singapore;
    • Business Hours: means the hours of 9am to 6pm during a Business Day in Singapore;
    • Charges: means the amount payable for the Education Services, such amounts being as set out in the applicable Contract;
    • Child: means the minor Person that is to receive the Education Services that You have entered into a Contract for;
    • Claim: means any allegation, debt, judgment, cause of action, action, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise asserted by any Person at any time;
    • Confidential Information: means these TOB and all information of any nature which a Party may have or acquire before or after the Agreement Date, however conveyed (whether in writing, verbally, in a machine- readable format or by any other means and whether directly or indirectly), which relates to the business, products, price lists, developments, Personnel, suppliers and customers of a Party and its Affiliates (whether or not designated as Confidential Information by the disclosing Party), and all information designated as confidential or which ought reasonably to be considered confidential;
    • Contract: means any Booking Request that Agora, or an Education Provider, has accepted pursuant to Clause 4 to which these TOB shall be incorporated by reference and apply;
    • Control: means the: (1) ownership or control (whether directly or indirectly) of more than 50% of the voting share capital of the relevant entity; (2) ability to direct the casting of more than 50% of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or (3) right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters,
      and the terms “Controls”, “Controlled” and “Controlling” shall have the equivalent grammatical meaning;
    • Dispute: means any dispute between the Parties under or in connection with these TOB or a Contract;
    • Education Provider: means a provider of Education Services, other than Agora, as identified in the applicable Contract;
    • Education Services: means the child educational services performed by Agora or an Educational Provider at a Site, as specified in the applicable Contract;
    • Force Majeure Event: means any event or occurrence which prevents or delays a Party from performing any or all of its obligations under these TOB and which arises directly from, or is directly attributable to acts, events, omissions or accidents which are unforeseeable and beyond the reasonable control of the Party so prevented or affected, and may include acts of God, governmental act, pandemic, epidemic, war, fire, flood, explosion or civil commotion, any act or lack of action by any Education Provider, and any phone network failures or You being out of mobile coverage;
    • Intellectual Property Rights or IPR: means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off;
    • Loss or Losses: means any loss expense, claim, penalty expenses or equivalent which the EP suffers directly as a result of Agora’s actions or inactions in respect of these TOB or other vice as a result of Agora’s performance under or in connection with these TOB, but excluding any consequential losses;
    • Person: means any natural person, corporate or unincorporated body (whether or not having separate legal personality), individual, corporation, partnership, limited liability company or similar entity;
    • Personnel: means all employees, agents and subcontractors of a Party who are assigned, engaged or otherwise employed from time to time to work in connection with the performance or discharge of a Party’s obligations under these TOB;
    • Course Policy: means the Course Policy available at https://www.agora-colearning.space/course-policy/ as may be updated by Agora from time to time;
    • Site: means any site(s) upon which the Education Services (or any part thereof) are to be provided, as specified in the applicable Contract, including any Third Party Site;
    • Third Party: means a Person who is not Agora or You (i.e. a Party to this agreement) or the applicable Education Provider; and
    • Third Party Site: means a Site that is beneficially owned or controlled by a Third Party;
    • User Account: means the personal user account that You register with Agora via the Agora Platform to gain access to the Education Services offered.