www.musicsage.io (the “Website”) is an online web application operated by MusicSage Limited (hereafter “us”, “we”, “our”, “Company” or “MusicSage”) which connects students seeking music or music-related instruction (“Students”) with a network of independent contractors who provide music or music-related instruction (“Tutors”). This Terms & Conditions (the “Agreement”) binds you or the entity you represent (“you” or “your”) to the terms and conditions set forth herein when you use or access the Website or any of our software, applications, sites, materials, products, tools and other offerings (collectively, the “Platform”). If you wish to use our Platform, you must read, comply with and agree to be bound by the terms of this Agreement. If you object to anything in this Agreement, do not use our Platform.
By using our Platform, you represent and warrant to us that you are at least 18 years old. If you use our Platform on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement.
By using our Platform, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. We reserve the right to refuse access to and use of the Platform under this Agreement.
How the Platform Works
We provide a Platform:
Once a Student has selected a suitable Tutor based on the information available on the Tutor’s Listing (including ratings and reviews of the Tutor provided by other Students), the Student may schedule and pay upfront for lessons with the Tutor (“Booking Request”). A Booking Request may either involve one trial lesson (“Trial Booking”) or a group of at least four post-trial lessons after a trial lesson has been completed (“Post-Trial Booking”) with the Tutor. Students may submit multiple Booking Requests for the same Tutor or with other Tutors on the Platform.
Upon a Student’s submission of a Trial Booking, the selected Tutor will receive a notification of the Trial Booking and have 24 hours to confirm acceptance of the same.
Once a Trial Booking is confirmed by the selected Tutor, the Student shall not cancel the Trial Booking.
If a Student and the selected Tutor agrees to a Post-Trial Booking, the Tutor must notify MusicSage of the same within 48 hours of such agreement or as soon as reasonably practicable. MusicSage will then ask the Student to pay for the Post-Trial Booking upfront. Such payment shall be made at least 48 hours before the Post-Trial Booking begins as agreed upon between the Student and the selected Tutor.
Members acknowledge and agree that we are solely a neutral facilitator and are not directly involved, nor are a party to the transactions, agreements, contracts or arrangements between Members.
You may use some services on our Platform (such as to search for Tutors and reviewListings) at no direct cost and without being registered as a Member on our Platform. However, to access certain additional services on our Platform, including the ability to schedule lessons and create a Listing, you must create an account on our Platform and become a registered Member. To become a Member, you agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete throughout your use of the Platform. A Member may not have more than one active MusicSage account. We reserve the right to suspend or terminate your MusicSage account and your access to our Platform for any reason.
As a Student, you will have the ability to schedule and pay for lessons, communicate with Tutors and use any other services provided to Students. As a Student, you must continually comply with this Agreement and any other additional terms and conditions set by us. Students are solely responsible for their own internet connection and/or telecommunication charges incurred for or throughusing the Platform.
You must be at least 18 years old to be a Tutor. As a Tutor, you will have access to marketing, scheduling and billing, as well as other tools provided by us. In addition, you will be able to apply for Listings. Acceptance of applications for Listings is decided at our sole discretion and we may remove Listings from our Platform at any time for any reason. Any Listing you post (i) must not breach any agreement(s) you have entered into with anyone, including this Agreement; (ii) must not contain any information which enables Students to contact you directly, including your email address and phone number, and (iii) must contain accurate, current and complete information. If you are accepted and your Listing is presented on our Platform, you must continually comply with this Agreement. Any Tutor who accepts a Booking Request through our Platform must honour all terms and conditions of the Booking Request, this Agreement, and any other terms and conditions set by us in effect at the time of booking. Tutors are solely responsible for their own internet connection and/or telecommunication charges incurred for or through using the Platform.
The services we provide through our Platform are separate and distinct from the services of the Tutors. You acknowledge that Tutors are not employees or agents of MusicSage, but are independent contractors who operate a separate and distinct business from MusicSage. As such, we do not endorse or control the Tutors, nor the manner or method of their service to you. We exercise no control over your working relationship with any Tutor and do not warrant your safety or the quality of service of any Tutor. We urge all users of our Platform to be responsible and careful about their use of our Platform, any transaction entered into through our Platform, and interactions with Members.
We disclaim all warranties, and assume no responsibility, for evaluating or verifying the accuracy, suitability, truthfulness or authenticity of any information contained within the Listings or of any information posted or provided by a Member. We assume no responsibility for ensuring a Member’s compliance with any applicable laws, rules and regulations or this Agreement. We have not inspected the locationsat which any instruction may be provided. We are not responsible for the conduct of any user of our Platform. Under no circumstances will we or any of our employees, officers, agents, advertisers or affiliates be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or our Platform, any content posted on the Website or transmitted to Members, or any interactions between users of our Platform, whether online or offline. We cannot guarantee and do not promise any specific results from the use of our Platform.
We cannot guarantee that each Member is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of our Services by persons under the age of majority in violation of this Agreement. Also, it is possible that other Members or users (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials using our Platform and that you may be involuntarily exposed to the same. It also is remotely possible for others to obtain personal information about you due to your use of our Platform, and that the recipient may use such information to harass or injure you. We are not responsible for the use of any personal information that you disclose using our Platform. Please carefully select the type of information that you post on the Website or release to others using our Platform. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER MEMBERS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE WEBSITE, OUR PLATFORM OR OTHERWISE.
Fees, Charges and Taxes
Tutors independently set the fees (in Hong Kong Dollars) for the lessons which they offer through the Platform, subject to a minimum amount of HKD250 per trial lesson (“Trial Lesson Fee”) and a minimum amount of HKD250 per post-trial lesson (“Post-Trial Lesson Fee”), unless otherwise agreed between the Tutor and MusicSage. Tutors may amend the Lesson Fee at any time by accessing the Platform using their respective log-in emails and passwords. MusicSage reserves the right to suspend or terminate, at its sole discretion, a Tutor’s MusicSage account and access to the Platform if any amendments do not comply with this Agreement.
Trial Lessons: Tutors acknowledge and accept that MusicSage will deduct a 50% commission from the Trial Lesson Fee (before deducting any payment processing charges). The minimum commission which will be deducted by MusicSage is HKD250 per trial lesson. The remainder of the Trial Lesson Fee (after deducting MusicSage’s commission and any payment processing charges) (“Net Trial Lesson Fee”), if any, will be deposited into the respective Tutors’ bank accounts or PayPal accounts or paid to the respective Tutors in the form of a cheque, as specified by each Tutor. Net Trial Lesson Fees, if any, relating to Trial Bookings confirmed by Tutors on or before the 20th day in each month will be paid to the respective Tutors on or before the last working day in each month. Net Trial Lesson Fees, if any, relating to the remaining Trial Bookings confirmed by Tutors after the 20th day in each month will be paid on or before the last working day in the following month.
Post-Trial Lessons: Tutors acknowledge and accept that MusicSage will deduct a 12% commission (inclusive of any payment processing charges) from all Post-Trial Lesson Fees on all Completed Post-Trial Lessons for as long as the Student completes post-trial lessons with the Tutor and subject to a minimum of 18 months starting from the first Completed Post-Trial Lesson onwards (“Minimum Duration”), as applicable. MusicSage will continue deducting such commission even after a Tutor’s Listing has been removed from the Platform until the Minimum Duration is reached, unless otherwise agreed between the Tutor and MusicSage. The remainder of the Post-Trial Lesson Fee (after deducting MusicSage’s commission) (“Net Post-Trial Lesson Fee”) will be deposited into the respective Tutors’ bank accounts or PayPal accounts or paid to the respective Tutors in the form of a cheque, as specified by each Tutor. Net Post-Trial Lesson Fees relating to Completed Post-Trial Lessons on or before the 20th day in each month will be paid to the respective Tutors on or before the last working day in each month. Net Post-Trial Lesson Fees relating to Completed Post-Trial Lessons after the 20th day in each month will be paid on or before the last working day in the following month.
The fees are exclusive of all sales, good and services taxes, as well as any charges of fees enacted in the future. Tutors shall be liable to pay all applicable taxes or statutory levies on the Net Trial Lesson Fee and Net Post-Trial Lesson Fee at the prevailing statutory rate.
Subject to future amendments, Students are not required to pay MusicSage a service fee, beyond the Trial Lesson Fee and Post-Trial Lesson Fee, for submitting a Booking Request through the Platform. Unless otherwise stated, refunds for Trial Lesson Fees are not permitted unless a Tutor has (i) rejected a Trial Booking; or (ii) failed to confirm a Trial Booking within 24 hours of its submission, in which case the Student will receive a refund of the Trial Lesson Fee (after deducting any payment processing charges incurred by MusicSage). Unless otherwise stated, refunds for Post-Trial Lesson Fees relating to Completed Post-Trial Lessons are not permitted. Refunds for any Outstanding Post-Trial Lesson is permitted if Students notify MusicSage at least five days in advance of the next scheduled Outstanding Post-Trial Lesson as agreed upon between the Student and the Tutor, in which case the Student will receive a refund of the Post-Trial Lesson Fee relating to the Outstanding Post-Trial Lesson (after deducting any payment processing charges incurred by MusicSage).
The Company reserves the right to increase its commission or to institute new fees or charges on Members of the Platform upon providing reasonable notice to Members and/or posting on the Website.
Additionally, the Company reserves the right to penalize users in breach of this Agreement, including a suspension of their accounts, without prejudice to other measures that MusicSage is entitled to take against users in breach. Such users are liable to be punished with a fine, including but not limited to an account re-activation fee for the re-activation of an account that has been de-activated due to users’ violation of the Terms and Conditions.
No Guarantees or Endorsements for Services Provided by Tutors
We do not guarantee that Tutors will attend, or will punctually attend, any of the scheduled appointments, as Tutors are not employees, contractors or agents of the Company, nor are we an agent for the Tutors.
We make no guarantees or representations regarding the skills of the Tutors, nor the outcome or quality of service performed by Tutors. We do not endorse or recommend the services of any Tutor. Consumers should exercise due diligence and caution when deciding to hire Tutors.
We do not perform and are not responsible for the performance of services requested by Students. In terms of the provision of services by Tutors and all other related matters, Students contract directly with Tutors, and their contractual rights are governed by the contractual terms between them and by applicable laws.
Release from Damages or Claims between Students and Tutors
Where disputes arise between Students and Tutors, the former should address such disputes with the Tutors directly. Members hereby agree to release the Company (and our officers, directors, affiliates, employees and agents) from any damages or claims (including consequential and incidental damages) of every kind or nature, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such dispute.
Your Use of the Platform and Prohibited Uses
You acknowledge and agree that the Platform is for your personal use only, and agree to comply at all times with any instructions which we make from time to time for the use of our Platform.
You must not:
You further acknowledge that a violation of the foregoing may result in significant damages. You agree that you are liable to the Company for any such damages and will indemnify the Company in the event of any thirdparty claims against the Company based on or arising from your violation of the foregoing. In the event of your misuse or suspected misuse of the Platform, the Company reserves the right, in its sole discretion, to immediately terminate your access to the Platform without notice, and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
Information Provided to Us
By submitting a Booking Request, Students undertake that all information provided by them (including but not limited to your contact information and any ratings and reviews of Tutors that you provide) is accurate, current and truthful to the best of your knowledge. By registering as a Tutor, Tutorsundertake that all information provided by them is accurate, current and truthful to the best of their knowledge. If you provide any information that is untrue, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to refuse any current or future use of the Platform (or any portion thereof) by you. You are responsible for maintaining the security and confidentiality of your account. As such, the Company shall be entitled to assume that any person using the Platform with your log-in email and password is you or your representative, and you are liable for any damages arising out of any unauthorized use of the Platform by persons to whom you intentionally or negligently allow access to your account.
To knowingly input false information, including but not limited to name, phone number and e-mail address is a very serious and fraudulent matter that may result in (i) significant costs and damages, including the invasion of privacy rights, to the Company, Tutors, and/or Students; (ii) the loss of time, effort and expense responding to and pursuing such false information;and (iii) regulatory fines and penalties. Accordingly, the Company reserves all rights to penalize users for providing falsified information on the Platform, and/or to require such users to pay for any actual, direct, punitive or consequential damages, or any regulatory or judicial fines or penalties, that may arise from the provision of falsified information, plus reasonable legal fees, cost and expenses relating thereto, whichever is greater.
Contact Between the Company and Tutors with Students
User Generated Content
You authorize us and our affiliates, licensees and sub-licensees, without compensation to you or others, to copy, adapt, create derivative works of, reproduce, incorporate, distribute, publicly display or otherwise use or exploit such User Generated Content throughout the world in any format or media (whether now known or hereafter created) for the duration of any copyright or other rights in such User Generated Content, and such permission shall be perpetual and may not be revoked for any reason. Further, to the extent permitted under applicable law, you waive, release and covenant not to assert any moral rights that you may have in any User Generated Content posted or provided by you.
You hereby grant the Company and its users an irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, distribute, print, publish, disseminate and place advertisements near and adjacent to your User Generated Content in any format or media (whether now known or hereafter created) on the Platform throughout the world, in any manner that we deem appropriate or necessary. Where submitted, this includes your name and likeness. You agree that the license granted to the Platform shall be perpetualand shall not be affected by the termination of the Platform or your account.
By posting or providing any User Generated Content to the Company, you represent and warrant to the Company that you own or have all necessary rights to suchUser Generated Content, and grant to the Company the same rights. The forgoing representation includes, but is not limited to a representation and warranty that you own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic User Generated Content that you provide. In addition, if you post or otherwise provide any User Generated Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner.
The Company reserves the right, but not the obligation, to edit or abridge, or to refuse to post, or to remove any User Generated Content which has been posted by you or any other users on the Platform, at any time and without prior notice, if the Company determines in its sole discretion that such User Generated Content contains or features any of the following:
In addition, with respect to ratings and reviews of Tutors submitted by Students:
In the event of a dispute between a Student and Tutor,any rating and/or reviewwhich has been submitted may be held in pending status until a satisfactory resolution is reached. Students shall only provide a rating and/or review for a Tutor that has performed services for them pursuant to their applicable Booking Request, and represent and warrant that any rating and/or review provided by them is accurate and truthful.
Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively, “Proprietary Material”) that users see or read through the Platform, excluding User Generated Content or licensed content that the Company has the right to use,is owned by the Company. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. The Company owns all Proprietary Material and the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the Copyright Ordinance of Hong Kong SAR, Chapter 528 of the Laws of Hong Kong SAR, where practicable as amended. The Proprietary Material is protected by domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without the Company’s express prior written consent and, if applicable, the holder of the rights to the user generated content. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of the Company and, if applicable, the holder of the rights to the User Generated Content.
Any trademarks, service marks, logos and/or trade names appearing via the Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
Your Interactions with Other Members
You are solely responsible for your interactions with other Members.
You understand that:
The extent of a SCRC is limited by the quality and scope of service provided by the Hong Kong Police Force. Not all jurisdictions or crimes are evaluated as part of the SCRC. We do not attempt to verify the qualification or statements of our Members. We make no representations or warranties as to the conduct of Members or their compatibility with any current or future Members.
The validity of a SCRC expires over time. While we ask Tutors to provide updated, current and accurate information in their Listings, we are under no obligation to update or ensure that the information provided by Tutors is accurate, current, and truthful. Students are advised to verify that the information presented in each Listing before hiring any Tutor.
No Member is obligated to meet offline with any other Member. You agree to take reasonable precautions in all interactions with other Members of our Platform. You understand that we make no guarantees, either express or implied, regarding your ultimate experience with Members you meet through our Platform. You do so at your own risk and at your own peril.
In no event shall the Company and/or its officer, employees, agents or affiliates be liable to you or any third person for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, exemplary, and/or incidental, including lost profits, arising out of or related to any act or omissions of you, the Company and/or its officers, employees, agents or affiliates, the Hong Kong Police Force, any Member or anyone else in connection with the use of our Platform, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other Members you meet through our Platform, or otherwise.
Ratings and Reviews Are Not Endorsed by the Company
All ratings and reviews of a Tutor displayed on the Platform reflect the opinions of other Students. They do not reflect or represent the opinions of the Company. The Company disclaims all representations or warranties with regards to any rating orreviews. The Company does not assume responsibility or liability for any rating or review or for any claims, damages or losses resulting from any use of the Platform or the materials contained therein.
Articles and Other Content
The Company provides content relating to the services offered by Tutors through the Platform (“Articles”). The Articles are provided “as is", without any warranties or representations, and you assume all liability and responsibility for your use of the contents of any such Articles. You understand and agree that the Articles do not provide advice and that the Articles are no substitute for the advice of a professional.
Links to Third Party Sites
Links (such as hyperlinks) provided on the Platform do not constitute any endorsement by the Company of those sites or their content. Such links are provided as an information service for reference and convenience only. The Company does not control any such sites and is not responsible for their content or any changes or updates made to them. The existence of links on the Platform to such websites (including but not limited to external websites which have been provided by Tutors, as well as any advertisements displayed in connection therewith) does not mean that the Company endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
Use of the Platform is entirely at your own risk.
The Platform is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement. The Company makes no warranties or representations about the accuracy or completeness of the content provided through the Platform or the content of any sites linked to the Platform and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Platform; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein. Except as expressly set forth herein, the Company expressly disclaims any implied warranties of any kind, including, but not limited to, warranties of merchantability or fitness for a particular purpose. The Terms and Conditions will inure to the benefit of the Company's successors, assignees and licensees. If any provision of these Terms and Conditions shall be deemed unlawful, void or unenforceable for any reason by any court of competent jurisdiction,itwill be modified to make it enforceable while maintaining its spirit. Alternatively, if modification is not possible, such provision shall be struck out and shall not affect the validity and enforceability of the remaining terms. The failure of the Company to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision.
The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Terms and Conditions constitutes the entire agreement between you and the Company and supersedes all negotiations or representations, oral or written, in respect to the subject matter hereof which have taken place.
Exemptions and Limitation of Liability
By using the Platform, you agree not to hold the Company and its affiliates, licensors, clients in promotions, sweepstakes or contests, or any of such parties’ agents, employees, officers, directors, corporate clients or users, liable for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown, relating to your or any other party’s use of or inability to use the Platform, including without limitation any liabilities arising out of or in connection with the conduct, act or omission of any user (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence and destruction of personal property), any dispute with any user, any instruction, advice, act, or service provided by the Company or its affiliates or licensors and any destruction of your information.
Under no circumstances will the Company, its affiliates, its licensors, or any of such parties’ agents, employees, officers, directors, corporate clients, or users be liable for any direct, indirect, incidental, consequential, special or exemplary damages arising out of or in connection with your use of or inability to use the Platform, even if advised of the possibility of the same.
The Company does not accept any liability with respect to the quality or fitness of any work performed through the Platform.
If, notwithstanding the foregoing exclusions, it is determined that the Company or its affiliates, its licensors, or any of such parties’ agents, employees, officers, directors, corporate clients or users is liable for damages, in no event will the aggregate liability, whether arising in contract, tort, strict liability or otherwise, exceed the total fees paid by you to the Company during the three (3) months prior to the time such claim arose.
You hereby agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys’, investigators’, and experts’ (or similar) fees, disbursements and costs incurred, in connection with (i) your use or inability to use the Platform, (ii) any dispute between you and another Member, (iii) your violation of these Terms and Conditions, or (iv) your violation of any rights of a third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of the Company.
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be Hong Kong International Arbitration Centre (“HKIAC”). The place of arbitration shall be the HKIAC in Hong Kong. There shall only be one arbitrator and the language to be used in the arbitral proceedings shall be English.
This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China. The Hong Kong courts are to have non-exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement. For the purpose of settling any dispute or claim,each party agrees to submit to the jurisdiction of the courts of the Hong Kong Special Administrative Region of the People’s Republic of China.