Service Terms of Service of https://www.PROactivePronunciation.com

Effective date: January 1, 2020

These Terms of Service (“Terms”) describe our commitments to you, and your rights and responsibilities when using our services and can be found on our website at https://www.PROactivePronunciation.com/terms-of-service. Please read them carefully and reach out to us if you have any questions.

PROactivePronunciation.com (“us”, “we”, or “our”) operates the PROactive Pronunciation website and provides: a marketplace where Independent English Pronunciation Instructors and clients can connect to receive online and/or in-person English Pronunciation services; invoicing and payment collection services; and technology solutions (the “Service”). PROactive Pronunciation does not conduct or provide professional English Pronunciation services. Our English Pronunciation Instructors are all independent contractors who hold their own professional liability insurance and are registered with their Provincial/State/National Regulatory bodies.

Pricing

Refer to our pricing page for all of our rates.

Cancellations

Cancellation of live sessions requires 24hrs notice prior to the scheduled session, otherwise, the full fee will be charged, or if fees have already been paid the session will be forfeit (barring extenuating circumstance at the English Pronunciation Instructor's discretion).

If a technical issue occurs on our end there will be no charge for the cancellation.

If a technical issue occurs on your end, you will be billed the full amount, or if fees were already paid the session will be forfeit.

Change of Province/State/Country of Residence

Should your province/state/country of residence change during the course of services, you must inform your English Pronunciation Instructor immediately as they will only be able to continue services in your new province/state/country of residence if they are licensed in that province.

Termination

Either party may terminate this agreement at any time. Any services previously rendered will be payable immediately.

All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Disclaimers and Limitation of Liability

To the fullest extent permissible by law, we disclaim all warranties of any kind, whether express or implied in respect to our Service and you use the Service at your own risk. You agree that neither we or our Associates shall be liable for any Losses which you may sustain however arising and whatever the cause, in particular pursuant to your or any 3rd Party’s use of, access to and/or interference with the Service. You also agree that our liability to you pursuant to these Use Terms shall furthermore be limited to the total amount of the fees you paid for your Service use in the previous twelve (12) month period.

Indemnification

You agree to indemnify and hold harmless us, our contractors, and our licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of this Agreement or you or a 3rd Party’s unlawful conduct, willful misconduct and/or gross negligence.

Jurisdiction and Applicable Law

Except to the extent any applicable law provides otherwise, this Agreement and any access to or use of our Services will be governed by the laws of the province of Ontario, Canada. The proper venue for any disputes arising out of or relating to this Agreement and any access to or use of our Services will be the provincial and federal courts located in Niagara, Ontario, Canada.

Arbitration Agreement

If any dispute arises between the Parties relating to the application, interpretation, implementation or validity of this agreement, the Parties agree to resolve the dispute by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. The parties agree that the Canadian Arbitration Association Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Niagara and shall proceed in accordance with the provisions of the Arbitration Act Ontario. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Changes To Our Terms of Service

We may update our Terms from time to time. We will make any changes by posting the new Terms of Service on this page.

You are advised to review these Terms periodically for any changes. Changes to these Terms are effective when they are posted on this page.

Standard Terms for the Purchase of the PROactive Pronunciation Video Course
These terms and conditions apply to Services provided by PROactive Pronunciation and Rebecca Bower.

You may contact us at Rebecca@proactivespeech.com

These terms and conditions are in addition to the Website Disclaimer and apply to any sale. Please read these terms and conditions carefully before purchasing an Online Course and/or Taught Course and print off a copy for your records.

If there is any conflict between our Website Disclaimer, these terms and conditions and any Course Specific Terms and Conditions which might apply to a specific Online Course or Taught Course then the conflict shall be resolved by applying the following order of priority:

1. Course Specific Terms and Conditions;

2. These Standard Terms for the Purchase of Online and Taught Courses;

3. Website Disclaimer.

For purchases via our website, you agree to the terms of this agreement which will bind you. If you do not agree to these terms and conditions you must cease to continue to purchase any Services from us.

1. Definitions

“Confidential Information” means information provided by one party to the other in written, graphic, recorded, machine readable or other form concerning the business, clients, and other areas of the other party’s business or products, including, without limitation, the Course Materials, but does not include information in the public domain other than through the default of the party disclosing the information, information required to be disclosed by any court or regulatory authority, or any information already in the possession or control of the disclosing party.

“Course Materials” means the information provided by PROactive Pronunciation to accompany a course provided as part of the Services in hard copy or electronic form.

“Fees” means the fees paid by you to PROactive Pronunciation for the Services.

“Intellectual Property Rights” means copyright, rights in or relating to databases, patent rights, performers’ rights, designs and registered designs, trademarks, rights in or relating to Confidential Information and other intellectual property rights (registered or unregistered) throughout the world.

“Online Course” means the delivery by us of an online course pursuant to which you learn course materials remotely.

“Services” means the provision of the Online Course and/or the Taught Course and/or the Course Materials together with such other services as agreed from time to time and purchased by you through the Website or by a video call.

“Taught Course” means a course taught by us in a virtual classroom setting to which you attend.

“Website” means www.proactivepronunciation.com“you” means the individual purchasing the Services.

2. The Services

We reserve the right to vary or withdraw any of the Services described on the Website without notice.

We expect you to confirm that the Services you are purchasing will meet your needs. We do not make any guarantee to you that you will obtain a particular result, professional qualification or employment opportunity from your purchase and completion of any of the Services.

3. Ordering Services

Purchasing Services via the Website

Purchasing Services via the Telephone

We reserve the right to cancel or decline your order or any part of your order at any time until it has been confirmed in accordance with clause 3.5 below.

A legally binding agreement between us and you shall come into existence when we have :(a) accepted your offer to purchase Services from us

(b) received payment of the relevant Fees from you in accordance with clause 5 below.

Where your order consists of multiple Online Courses or multiple Taught Courses , each individual course will be treated by us as a separate offer to purchase. Acceptance of your offer to buy one or more courses will not be acceptance by us of your offer to purchase any other courses which make up your order.

4. Cancellation and Variation

4.1. Subject to clause

4.2 below, where we have accepted / confirmed the Services being purchased by you and formed a legally binding agreement with you in accordance with above, then you are permitted within 30 days starting on the day after the date we have concluded our agreement in accordance with clause 3.4, to cancel your purchase of the Services. 4.2. If you have purchased an Online Course and have already accessed, downloaded all or part of the Online Course and/or started to use that Online Course then you shall have no right to cancel your order.

4.3. Notwithstanding clause 4.1 there is no other right to cancel or vary your purchase of Services and any other cancellation and / or variation of course dates will be at the entire discretion of PROactive Pronunciation.

5. Fees

Fees for the Service selected by you on the Website or purchased over the telephone shall be debited from your credit / debit card at the time of purchase. Fees must be paid in full prior to access of the course.

Any fees charged by your debit or credit card provider in connection with your purchase of Services are for your own account and PROactive Pronunciation shall not be responsible for these.You shall be responsible for all costs you incur in connection with any refund associated fees or your access onto any Online Course.

6. Liability

No part of the provision of the Services shall be deemed to be, nor is it intended to be, nor should it be taken to be, the provision of investment advice or therapeutic advice.

Although PROactive Pronunciation aims to provide the Services to the highest standards of the industry, neither it, nor its trainers accept any liability for (i) any inaccuracy or misleading information provided in the programmes or Course Materials and any reliance by any Client on any such information, (ii) any loss or corruption of data, (iii) any loss of profit, revenue or goodwill, or (iv) any indirect, special or consequential loss arising from any breach of the terms of this Agreement.

Except to the extent that they are expressly set out in these terms and conditions, no conditions, warranties or other terms shall apply to the Services. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).

PROactive Pronunciation’s total liability arising from or in connection with these terms and conditions and in relation to anything which we may have done or not done in connection with these terms and conditions and the delivery of the Service (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the Fees received by us in connection with the relevant Online Course or Taught Course in relation to which a dispute has arisen.

No claim may be brought more than one month after the last date on which the Services concerned have finished or ceased to be provided by us.

7. Intellectual Property

7.1 All Intellectual Property Rights in the Course Materials, Online Courses and the speeches made by trainers from PROactive Pronunciation are, and remain, the intellectual property of PROactive Pronunciation or its licensors, whether adapted, written for or customised for the Client or not.

7.2. You are not authorised to:

(i) copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Course Materials without prior written permission;

(ii) record on video or audio tape, in any digital form, relay by videophone or other means the Online Course or Taught Course given

(iii) use the Course Materials in the provision of any other course or training whether given by us or any third party trainer;

(iv) remove any copyright or other notice of PROactive Pronunciation on the Course Materials;

(v) modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Online Courses.

Breach by you of this shall allow us to immediately terminate these terms and conditions with you and cease to provide you with any Services, including but not limited to access to the Online Courses.

In consideration of the Fees paid by you, we grant to you a limited, non-transferable, non-exclusive licence to use the Course Materials in respect of the Online Course for the sole purpose of completing the Online Course and / or attending the Taught Course.

8. Confidentiality

Each party shall keep the other party’s Confidential Information strictly confidential and not use it otherwise than for the purposes of these terms and conditions, and shall return it on demand and not retain copies of it. Either party may disclose Confidential Information to its legal and other advisors for the purposes of obtaining advice from them. This clause shall continue notwithstanding termination of these terms and conditions.

9. Termination

We shall be entitled to terminate these terms and conditions and cease to provide you with any Services with immediate effect in the event that you:

a. fail to pay when due your Fees;

b. act in an aggressive, bullying, offensive, threatening or harassing manner towards any teacher or instructor of PROactive Pronunciation;

c. steal or act in fraudulent or deceitful manner towards us or our employees d. are in breach of these terms and conditions.

10. Assignment

Any Services or course provided by us under these terms and conditions are personal to you and cannot be transferred or assigned to any other person.

We shall be entitled to assign these terms and conditions to any other company without prior notice to you.

11. Entire Agreement

These terms and conditions, together with the Website Disclaimer and Course Specific Terms and Conditions are the entire agreement between the parties and supersede any prior agreements and arrangements, whether written or oral. You confirm that you have not relied on any representations in entering into these and any other terms and conditions with us. Nothing in this clause or terms and conditions shall limit liability for any fraudulent misrepresentation.

12. Force Majeure

PROactive Pronunciation shall not be liable to you for any breach of its obligations or termination under these terms and conditions arising from causes beyond its reasonable control, including, but not limited to, fires, floods, earthquakes, volcanoes and other Acts of God, terrorism, strikes, delay caused by transport disputes, failure to provide a course caused by a death in the trainer’s family, illness of the trainer, Government edict or regulation.

13. Assignment

We may assign, transfer, sub-contract any of our rights or obligations to any third party at our discretion.

14. Data Protection

14.1 The nature of the Services provided by us means that we will obtain, use and disclose (together "Use") certain information about you ("Data"). This statement sets out the principles governing our Use of Data. By purchasing the Services you agree to this Use.

14.2 When you register with us you will need to provide certain Data such as your contact details and demographic information. We will store this Data and use it to contact you, provide you with details of the Services you have purchased and otherwise as required during the normal provision of the course.

14.3 We may also use the above Data, and similar Data you provide us in response to surveys, to aggregate user profiles and, unless you click on the relevant button on the Registration Form, provide you with communications. We will not pass any personal data onto anyone outside PROactive Pronunciation.

14.4 To enable us to monitor and improve our Services, we gather certain aggregated information about you, including details of your operating system, browser version, domain name and IP address, the URL you came from and go to and the parts of the Website you visit.

14.5 We use information such as your User ID, session identifiers and password to enable us to identify whether you are using our services, assist with the provision of services and to ensure that you have access to relevant products. We will only read cookies from your cookie file placed there through your web browser's interaction with the Website.

14.6 Our products may link to third party websites and we are not responsible for their data policies or procedures or their content.

14.7 PROactive Pronunciation endeavour to take all reasonable steps to protect your personal Data including the use of encryption technology, but cannot guarantee the security of any Data you disclose. You accept the inherent security implications of being and transacting on-line over the internet and will not hold us responsible for any breach of security.

14.8 If you wish to change or update the data we hold about you, please e-mail Rebecca@proactivespeech.com