1. Preamble

Instruct Me Limited, trading as Instruct Me, is a private limited company registered in England and Wales with company number 16480772 and registered address at 8 Exchange Quay, Manchester, M5 3EJ. Instruct Me operates a proprietary online platform accessible via www.instructme.co.uk and associated mobile applications on iOS and Android (together, the “Platform”) designed to connect registered driving instructors with individuals seeking professional driving instruction.

Instruct Me is a wholly owned subsidiary of CAPSIL Ltd. (Company No. 15109414).

These Terms are entered into between you and Instruct Me Limited, a company incorporated in England and Wales (company number 16480772), which is a wholly owned subsidiary of CAPSIL Ltd. (company number 15109414).

By registering an Instructor account, listing your services, accepting bookings, or otherwise using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms, including all policies, notices, and supplemental terms referenced herein. If you do not agree with these Terms or do not have the authority to bind the organisation you represent, you must not access or use the Platform.

You further acknowledge and agree that: (a) Instruct Me is not a driving school and does not provide driving instruction services; (b) You are operating as an independent business entity and not as an employee, agent, or representative of Instruct Me; (c) Instruct Me provides only a facilitative role in connecting you with prospective Clients and processing payments on your behalf as a commercial agent.

2. Definitions

• Instructor: A DVSA-registered Approved Driving Instructor (ADI) or Potential Driving Instructor (PDI) who is duly licensed, certified, and qualified to provide professional instruction and guidance for individuals learning to operate motor vehicles and has successfully completed the Instruct Me onboarding process.
• Student / Client: A learner driver who uses the Platform to find, book, pay and manage driving lessons with Instructors.
• DVSA: The Driver and Vehicle Standards Agency, a UK government agency responsible for setting and enforcing driving and vehicle standards, including the registration and regulation of driving instructors.
• Platform: The website (including www.instructme.co.uk) and mobile apps operated by Instruct Me to facilitate driving lesson bookings.
• Lesson: A scheduled driving instruction session booked through the Platform between a Student and an Instructor.
• We / Us / Our / Instruct Me: Instruct Me Limited (company number 16480772), wholly owned by CAPSIL Limited (company number 15109414).
• User / You / Your: Refers to the individual user of the Platform, whether an Instructor or a representative of a legal entity, who accepts these Terms and uses the services provided.
• Terms: These Terms and Conditions governing your use of the Platform.
• Working Days: Monday to Friday, excluding Saturdays, Sundays, and public holidays in England and Wales.
• UK GDPR: The General Data Protection Regulation specific to the United Kingdom.
• Force Majeure Events: Events beyond reasonable control, causing failure or delay in performance.
• Intellectual Property Rights: Patents, copyrights, trademarks, trade secrets, and proprietary rights.
• Virus: Malicious software or code that may disrupt or compromise security.
• Platform Content: Materials and content available through the Platform, including text, graphics, logos, images, documents, lesson plans, reviews, and branding elements.
• Service Fee: Fee charged by us to Students or Instructors, separate from the cost of any course or session, for the use of the Platform’s infrastructure, tools, payment processing, support, or other administrative service. The Service Fee will be disclosed prior to purchase or engagement and may be subject to change at any time.
• As Is / As Available: Services provided without warranties regarding availability, fitness for purpose, or freedom from errors.

3. Eligibility to Join

3.1 Qualifications and Documentation

To become and remain an Instructor on the Platform, you warrant that you meet the following requirements:

3.1.1 Qualifications

You warrant that you are either a DVSA registered ADI or a PDI and that your qualifications are in date at the point of using the Platform.

3.1.2 DVSA Standing

You warrant that you are not currently under suspension by the DVSA.

3.1.3 Instructor Badge Verification

You agree to promptly provide photographic or scanned proof of your current DVSA instructor badge and commit to updating this documentation upon renewal via upload to the Platform ahead of expiry. Where the governing body is delayed in issuing a renewed badge, official email documentation confirming renewal and ability to teach for reward or payment is acceptable in the meantime.

3.1.4 Insurance Coverage

You affirm that both you and your vehicle possess the necessary insurance coverage required for instructing learner drivers. You can provide proof of insurance upon request as required.

3.1.5 Document Suitability

You acknowledge that any documents you upload must be clear, legible, and relevant. All uploaded documents will undergo administrative review by Instruct Me before they are accepted for use.

3.1.6 Vehicle Suitability

You affirm your legal responsibility to maintain a roadworthy, insured vehicle suitable for driving instruction.

3.1.7 Platform onboarding

You agree to be subject to and pass our onboarding and any required background checks to be listed on the Platform.

3.1.8 Further

You agree to comply with all local and national regulations relating to driving instruction.

3.1.9 Bio and Public Profile Restrictions

You agree not to include your full legal name, contact information, or references to any external driving school, business, or affiliation in your public-facing instructor bio. Instruct Me is a neutral platform, and all communications and branding must remain within platform guidelines. Breaches may result in profile edits, content removal, or account suspension.

4. Using the Platform

4.1 Access Rights

Subject to compliance with these Terms, we grant you a non-exclusive, non-transferable right, without the right to grant sublicenses, to use the Platform solely for your internal business operations and intended use. Once approved you agree to:

• List your current services, current pricing and current availability.
• Receive booking requests directly from learners.
• Promptly accept or decline lesson bookings as suits your schedule.
• Keep up-to-date and manage your availability and session information via the Platform.

4.2 User Responsibilities

You shall not access, store, distribute, or transmit any Viruses, or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory; or is otherwise illegal or causes damage or injury.

4.3 User Restrictions

• No copying, modifying, duplicating, creating derivative works from, framing, mirroring, republishing, downloading, displaying, transmitting, or distributing the Software except as expressly permitted.
• No de-compiling, reverse compiling, disassembling, reverse engineering, or otherwise reducing to human-perceivable form the Software.
• No accessing Services to build a competing product or service.
• No licensing, selling, renting, leasing, transferring, assigning, distributing, displaying, disclosing, or commercially exploiting the Services to any third party except Authorized Users.
• No attempts to obtain or assist third parties in obtaining access to the Services other than as provided under this agreement.
• No introducing or permitting introduction of any Virus or Vulnerability into the Platform’s network and information systems.

4.4 Unauthorised Access

Use reasonable efforts to prevent unauthorised access to or use of the Services and promptly notify Instruct Me of any such unauthorised access or use.

5. Booking, Payment & Fees

5.1 Platform Use and Payment Requirements

All bookings and financial transactions relating to Clients introduced to you through the Platform must be conducted exclusively via the Platform. You agree not to solicit, accept, or process payments from any Instruct Me-referred Client outside the Platform.

5.2 Off-Platform Sanctions

We reserve the right to suspend or permanently remove your account and withhold earnings in cases where off-platform dealings are suspected or confirmed. Engaging in such activity constitutes a material breach of these Terms.

5.3 Instructor Earnings and Payout Entitlement

You become entitled to payment only once a Lesson has been completed and marked as completed in accordance with the Platform. A booking being made, a Lesson being scheduled, or a Student purchasing a lesson package does not create any entitlement to payment. Instruct Me retains sole discretion to determine whether a Lesson is deemed completed.

5.4 VAT Compliance

If you are VAT-registered, you are responsible for ensuring your listed prices are VAT-inclusive and for complying with all HMRC obligations. Instruct Me does not accept any liability for your tax reporting or misclassification of VAT obligations.

6. Payment Services & Regulatory Compliance

6.1 Use of Stripe and Third-Party Providers

We use Stripe, Inc. and its affiliates ("Stripe") to process and manage payments made through the Platform. By using the Platform, you agree to Stripe’s Services Agreement and Privacy Policy.

6.2 Role of Instruct Me

Instruct Me acts as your commercial agent for the limited purpose of receiving payments from Clients and releasing funds to you. We are not a financial institution or authorised payment provider. Stripe operates as a third-party service, and we accept no liability for outages, breaches, fraud, loss of funds, unauthorised access, or disruption caused by Stripe.

6.3 Client Payments and Holding of Funds

Lesson payments are collected in advance and may be held until the relevant Lesson is completed and any applicable dispute, refund window, or compliance check has passed. Funds may be held for extended periods for long packages, delayed lesson completion, fraud prevention, regulatory compliance, or risk management.

6.4 Data Retention and Regulatory Compliance

We retain payment, identity, and transaction records as required by PSD3, UK financial law, and HMRC requirements, including audit trails for disputes and financial reporting.

7. Your Responsibilities as an Instructor

Instructors agree to act in a professional manner.

You agree to:

• Deliver Lessons punctually, courteously, and in accordance with the DVSA Code of Conduct;
• Maintain an accurate schedule on the Platform;
• Always maintain your instructional vehicle in a roadworthy and insured condition;
• Communicate with Clients via the Platform and not through unauthorised channels;
• Respond professionally to disputes or complaints raised by Clients;
• Notify Instruct Me of any incident, accident, or issue related to your services within 24 hours;
• Follow Instruct Me’s support and resolution procedures in good faith.

You further agree not to:

• Circumvent or attempt to bypass the Platform for your own gain;
• Engage in any conduct that may damage Instruct Me’s reputation, service quality, or community trust.

8. Cancellation & Refunds

8.1 Cancellation by Instructor

Cancel any scheduled Lesson using the Platform with a minimum of forty-eight (48) hours’ notice. Cancellations with less than 48 hours’ notice may result in: reduction in search ranking visibility; temporary suspension; permanent removal for repeated violations. No payment is due for Lessons cancelled with less than 48 hours’ notice, as determined by Instruct Me.

8.2 Student No-Show

Where a Student fails to attend a scheduled Lesson without proper cancellation/rescheduling, such failure constitutes a Student No-Show. You are entitled to payment in full provided you were present and ready to deliver the Lesson at the scheduled time and location. Notify Instruct Me within 24 hours; supporting information may be required to verify the No-Show. Instruct Me may determine Lesson status in its sole discretion.

8.3 Rescheduling by Instructor

Reschedule via the Platform and provide reasonable notice. Requests with less than 48 hours’ notice may lead to outcomes determined by Instruct Me, including cancellation, forfeiture, reschedule, or refund to the Student. Entitlement to payment is not automatic and is determined by Instruct Me.

8.4 Refunds, Disputes & Lesson Status Determination

Lesson status is determined after the scheduled time and may depend on confirmation, reporting, or dispute resolution. Any dispute or claim (No-Show, Instructor No-Show, late arrival, failure to deliver) must be submitted within 24 hours. Instruct Me retains sole discretion to determine whether a Lesson is completed, cancelled, forfeited, refundable, or payable. Determinations are final and binding, subject to statutory rights.

9. Professional Standards & Conduct

9.1 Obligation of Professionalism

Conduct yourself with the highest standards of professional behaviour; do not compromise safety, dignity, or the experience of Clients or the reputation of Instruct Me.

9.2 Client Interaction

Treat Clients with respect and courtesy. No harassing, abusive, discriminatory, inappropriate, or intimidating behaviour. Communicate through the Platform unless authorised.

9.3 Behavioural Standards and Misconduct

• Do not use profanity, offensive, or discriminatory language.
• Do not make unsolicited personal remarks or inquiries.
• Do not share/request private contact details or move processes off the Platform.
• Do not provide false/misleading information about credentials, availability, duration, pricing, or services.
• Do not pressure Clients into favourable reviews or retaliate for negative feedback.
• Do not cancel Lessons habitually or without reasonable cause.

9.4 Interactions with Instruct Me Personnel

• Maintain civil, cooperative, respectful communications; hostile or disruptive communication is not tolerated.
• Respond timely and truthfully to inquiries about complaints, platform usage, or compliance.

9.5 Escalation and Reporting

• We may escalate/report serious or repeated misconduct to DVSA or relevant authorities.
• We may initiate investigations and suspend access without notice.

9.6 Consequences of Misconduct

• Written warnings;
• Reduced search visibility;
• Temporary suspension;
• Permanent termination;
• Referral to authorities;
• Withholding outstanding payments pending investigation for fraud or gross misconduct.

10. Reviews & Feedback

10.1 Platform Review Mechanism

Following completion of a Lesson, Clients may be invited to leave a review or rating.

10.2 Instructor Acknowledgement

• We do not monitor/control Client reviews before publication; we may remove reviews that violate policies/laws.
• Reviews may be public and impact visibility and search standing.
• Do not solicit or offer inducements for positive reviews; do not suppress or retaliate.
• Do not post reviews of your own services or instruct others to do so.

10.3 Platform Discretion to Remove Reviews

• Unlawful, defamatory, offensive language;
• Discloses private/sensitive information;
• Suspected fraudulent/irrelevant/bad-faith reviews;
• Violations of Terms or Community Guidelines.

10.4 Review Disputes

Dispute a review within 7 calendar days of publication, with grounds and documentation. We review in good faith but are not obligated to remove or alter unless policies or legal standards are breached.

Instruct Me facilitates upload/transmission of licence documentation solely as a technical intermediary and does not verify such documentation. Compliance rests solely with you.

11. Disputes & Support

11.1 Instructor Dispute Rights

Notify Instruct Me Support in writing within 24 hours of the Lesson's scheduled time if a dispute arises.

11.2 Required Details

• Booking reference and Instructor account ID;
• Full date, time, and location;
• Detailed explanation, correspondence, conduct, or technical failures.

11.3 Resolution Procedure

• We may contact parties for clarification;
• Offer mediation;
• Issue refunds, credits, or partial rescheduling if warranted;
• Impose warnings, suspensions, or account limitations for violations.

11.4 Finality of Determination

Our decision is final and binding, except where required by law; we do not guarantee recovery of fees or satisfaction.

11.5 No Obligation to Resolve

We may assist voluntarily but are under no obligation to intervene unless required by law or regulation.

12. Insurance and Safety

12.1 Instructor’s Insurance Obligations

Maintain all licences, approvals, qualifications, and registrations required by law (e.g., valid ADI registration) and maintain sufficient insurance (motor insurance permitting tuition, public liability, etc.). Instruct Me does not verify or monitor your licences/insurance; checks are convenience only. Notify us immediately of any suspension, revocation, expiry, or invalidity.

12.2 Vehicle Compliance

Ensure the instruction vehicle is roadworthy, insured, taxed, MOT-certified (if applicable), and compliant with safety standards.

12.3 Client Safety Priority

You are solely responsible for Client safety throughout the Lesson and assume full legal responsibility for any injury, damage, or incident.

12.4 Platform’s Limitation of Liability

• Injury, death, or damage arising from any Lesson;
• Breach of insurance terms or failures by the Instructor;
• Non-compliance with DVSA, health, or road safety regulations.

12.5 Cap on Liability

Aggregate liability per Lesson limited to the lesser of: (a) amount paid by the Client for that Lesson; or (b) £100.

12.6 Off-Platform Lessons and Post-Verification Coverage

We verify insurance existence at onboarding and may request documentation periodically, but cannot continuously monitor. You are solely responsible for uninterrupted coverage. Off-platform Lessons are strictly outside Platform policies and protections; you assume full responsibility.

13. Accuracy of Information and Limitation of Liability

13.1 Accuracy and Honesty of Submitted Information

All information submitted must be accurate, current, and complete; promptly update if outdated or incorrect; no misrepresentation.

13.2 Instruct Me’s Reliance on Submitted Information

We rely on your information; we are not liable for claims arising from your failure to maintain truthful, accurate, and updated information.

13.3 Platform Provided "As Is" and "As Available"

No warranties; we do not guarantee uninterrupted, timely, secure, or error-free operation; all use is at your risk.

13.4 Exclusion of Liability

• Loss of profits, savings, revenue, business, opportunity, or goodwill;
• Business interruption or downtime;
• Loss/corruption of data or platform content;
• Errors/delays/defects in third-party payment services (e.g., Stripe);
• Indirect, incidental, special, or consequential damages;
• Claims by Clients based on your conduct, service quality, or vehicle suitability.

13.5 Stripe and Payment Infrastructure Disclaimer

• Stripe manages and executes transactions;
• We are not liable for errors, delays, withheld funds, account limitations, or chargebacks arising from Stripe;
• You are bound by agreements with Stripe.

13.6 Exceptions to Liability Limitation

• Death or personal injury caused by our negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot be lawfully excluded or limited.

14. Force Majeure Events

14.1 Definition and Scope

• Acts of God (floods, storms, earthquakes, fires, pandemics, epidemics);
• War, armed conflict, civil unrest, terrorist acts, military operations;
• Industrial disputes, strikes, lockouts, or shortages of labour/materials;
• Failure or delay of utilities, internet, telecom, or third-party systems;
• Changes in law, regulation, acts of authorities, or court orders.

14.2 Consequences

• Not considered in breach; not liable for failure or delay;
• Time for performance extended for duration;
• Reasonable efforts to mitigate and resume;
• No refund/damages/compensation for limited/suspended operations.

14.3 Instructor Obligations Unaffected

Your obligations remain unless excused in writing; notify us immediately if personally affected.

14.4 Termination Due to Extended Force Majeure

If the event continues beyond thirty (30) consecutive days and substantially frustrates the purpose, we may terminate access without liability.

15. Independent Contractor Status

15.1 Instructor Acknowledgement

Your relationship with Instruct Me is that of an independent contractor.

15.2 No Authority to Bind

Do not hold yourself out as having authority to bind or represent Instruct Me.

15.3 Responsibility for Tax and Legal Compliance

You are solely responsible for taxes, levies, social contributions, and legal obligations relating to your earnings (e.g., HMRC self-assessment, VAT filings). We do not provide tax advice.

15.4 No Benefits or Entitlements

No employment/worker benefits (holiday pay, sick leave, pension, minimum wage, redundancy, etc.).

15.5 Independence of Operations

You determine how, when, and whether you conduct Lessons, subject to law and these Terms; no minimum work volume guaranteed.

15.6 Platform Oversight and Policy Compliance

Adhere to laws and Platform policies; enforcement ensures marketplace integrity and compliance and does not constitute control over instruction methods.

16. Payment Processing

16.1 Use of Payment Infrastructure

Transactions are handled via Stripe. Instruct Me is not a licensed payment institution and does not hold client funds directly.

16.2 No Responsibility for Third-Party Processing Errors

We are not liable for technical errors, delays, failed transfers, chargebacks, account holds, or losses arising from Stripe.

16.3 Instructor Account Setup and Verification

You must establish and maintain a valid Stripe account and complete identity verification; failure may result in withholding or delay of payments.

16.4 Service Fees and Net Payouts

We charge a Service Fee, disclosed prior to engagement, subject to change. Net payouts reflect Lesson Fee minus Service Fee and any adjustments.

16.5 Transfers, Payout Timing, and Platform Discretion

Payout timing is not guaranteed and is subject to processing cycles, Stripe requirements, compliance reviews, and risk controls. Displayed timing is indicative only.

16.6 Deductions, Offsets, and Negative Balances

We may deduct/withhold/offset amounts for refunds, chargebacks, disputes, fees, or errors; negative balances may be recovered from future earnings.

16.7 Record Keeping and Tax Reporting

You are responsible for financial records and HMRC compliance; we may provide summaries for convenience but assume no responsibility.

17. Third-Party Services

17.1 Integration with External Services

The Platform may incorporate or link to third-party services, websites, APIs, or tools; use is at your risk and governed by their terms.

17.2 Third-Party Liability Disclaimer

We disclaim responsibility for loss/damage/harm arising from use or reliance on third-party services.

17.3 Instructor Responsibility for External Interactions

Where you engage directly with third parties, you do so as an independent user; we are not responsible for agreements or disputes.

17.4 Future Changes and Terminations

We may modify/add/discontinue integrations at any time without notice; access may depend on third-party availability.

18. Intellectual Property

18.1 Ownership of Platform Content

All content/features/functionality are the exclusive property of Instruct Me or its licensors and protected by IP laws.

18.2 Instructor-Generated Content

You retain ownership of content you create/upload, but grant us a worldwide, non-exclusive, royalty-free, irrevocable, sublicensable, transferable licence to use it to operate, promote, and improve the Platform.

18.3 Restrictions on Use

No copying/modifying/distributing/selling/leasing parts of the Platform; no reverse engineering without permission.

18.4 Use of Instruct Me Marks

Do not use our trademarks without prior written consent.

18.5 Reporting Infringement

Notify us in writing immediately of any IP violation and provide detail; we will investigate and remove infringing content where appropriate.

18.6 Platform Derivatives and Feedback

Feedback/suggestions/ideas may be used by us perpetually without obligation.

18.7 Termination of Licence

Upon account termination, your licence to use Instruct Me content ceases; we may retain and continue using instructor-generated content for legitimate operational purposes unless otherwise agreed.

18.8 Enforcement and Remedies

We may take legal action to prevent unauthorised use or infringement; you agree to indemnify us for breaches of this clause.

19. Data Sharing Within Our Group - CAPSIL LIMITED

19.1 Corporate Structure and Group Entities

Data may be shared internally across group entities, including STAR GENIE LTD trading as PassMeFast; ADI NETWORK LIMITED; and any other present/future subsidiaries or affiliates under CAPSIL LIMITED.

19.2 Purpose of Data Sharing

• Facilitating bookings, coordination, and communication;
• Enhancing matching and scheduling efficiency;
• Processing payments and resolving disputes;
• Improving performance and service offerings;
• Ensuring regulatory compliance and business continuity.

19.3 Lawful Basis and Data Protection Standards

Sharing complies with UK GDPR and Data Protection Act 2018; each group company acts as an independent data controller.

19.4 User Acknowledgment

By registering, you acknowledge information may be shared within the group where necessary for services, in accordance with our Privacy Policy.

19.5 Safeguards and Security

We implement security measures, contractual obligations, and audits to safeguard data.

19.6 Future Changes to Group Structure

We may extend data sharing to new entities that align with purposes and adhere to equivalent standards.

19.7 No Third-Party Commercial Use

Your data will not be sold/leased/shared outside the group for commercial gain without explicit consent, unless required by law or necessary for contractual obligations.

20. Data Security

20.1 User Responsibilities in Safeguarding Data

Maintain confidentiality of login credentials and secure access devices.

20.2 Platform Safeguards

We employ industry-standard measures (encryption, access controls, security reviews) but do not guarantee absolute security.

20.3 Data Breaches and Notification

Notify Instruct Me without undue delay of suspected/actual data breaches; provide detail and cooperate.

20.4 Permissible Use of Personal Data

As an independent data controller, process learner data only for driving instruction purposes and in compliance with UK GDPR; do not solicit or redirect learners away from Instruct Me.

20.5 Prohibited Use of Personal Data

No commercial/marketing/resale/third-party purposes; do not harvest or sell personal data.

20.6 Independent Data Controller Obligations

You act as an independent data controller for personal data you collect/process.

20.7 Instruct Me as Data Controller

We act as an independent data controller for data collected via the Platform; no joint controllership.

20.8 Cross-Border Transfers and Hosting

Data may be stored/processed outside the UK/EEA subject to adequate safeguards.

20.9 Retention and Deletion

Data retained as long as necessary; deletion requests subject to statutory/contractual retention.

20.10 Ongoing Responsibility

Keep informed about evolving obligations and ensure processing remains compliant.

20.11 Off-Platform Contact and Poaching

Do not solicit or transact with Students off-platform using personal data obtained through the Platform without explicit documented consent; breach may result in termination and legal action.

21. Service Interruptions

21.1 Planned Maintenance and Platform Downtime

Scheduled maintenance may result in temporary interruptions; we use reasonable efforts to give notice and minimise disruption but do not guarantee uninterrupted access.

21.2 Unforeseen Technical Failures

Unplanned outages may occur; we disclaim liability for interruptions and are not responsible for restoring access within a specific timeframe.

21.3 Third-Party Dependencies

Performance may rely on third-party systems (cloud, payment gateways, mapping, communication tools); we are not liable for disruptions caused by these services.

21.4 Compatibility Requirements

Ensure devices, OS, browsers, and connections are compatible and up to date.

21.5 Updates and Modifications

We may update/modify the Platform at any time; we make no commitment to maintain backward compatibility. No update shall materially reduce any accrued payment entitlement.

21.6 Limitation of Liability for Interruptions

We are not liable for direct, indirect, incidental, special, or consequential losses arising from interruptions, delays, or failures.

22. Termination

22.1 Voluntary Termination by Instructor

You may terminate at any time via profile settings or by written notice; termination does not relieve outstanding obligations unless otherwise agreed.

22.2 Termination by Instruct Me

• Breach of these Terms;
• Reputational/operational/legal/safety risk;
• Conduct undermining integrity or lawful operation;
• Repeated cancellations, no-shows, or misconduct;
• Requirement by law, regulation, court order, or governmental request.

22.3 Effect of Termination

All rights cease immediately; cease use and delete content. We may retain content for audit/dispute/legal purposes.

22.4 No Right to Reinstatement

No right to reinstatement unless authorised in writing; we may refuse reapplication.

22.5 Survival of Certain Clauses

Confidentiality, indemnification, IP, limitation of liability, and dispute resolution survive termination.

23. Indemnification

23.1 Instructor Agreement to Indemnify

You agree to indemnify, defend, and hold harmless Instruct Me, CAPSIL Limited, affiliates, subsidiaries, officers, directors, employees, agents, licensors, and partners from and against claims, liabilities, damages, losses, judgments, awards, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your use, breach, damage to third parties, failure to comply with regulations, negligence, wilful misconduct, or violations of law.

23.2 Scope of Indemnity

Includes claims/actions by Clients, regulators, insurance providers, and other users; includes obligations from investigations or proceedings.

23.3 Notice and Defence of Claims

We will notify you of claims; you agree to cooperate. We may assume exclusive defence/control; you may not settle without our written consent unless only monetary payment by you and no admission of fault on our part.

23.4 Continuing Obligation

Indemnification survives termination or expiration for the maximum period permitted by law.

24. Updates to Terms

24.1 Right to Modify Terms

We may update/revise/modify these Terms at any time; modifications are effective upon posting or notification. Review regularly.

24.2 Binding Effect

Continued use after modifications constitutes acceptance; if you do not agree, cease use and deactivate your account.

24.3 Access to Archived Versions

We may retain archived versions at our discretion; only the most current version is binding.

24.4 No Waiver from Modifications

New/revised/deleted clauses are not waivers of rights; omissions from prior versions are not precedent.

25. Legal Governance

25.1 Governing Law

These Terms are governed by the laws of England and Wales; courts of England and Wales have exclusive jurisdiction, subject to statutory rights for Scotland or Northern Ireland.

25.2 Jurisdictional Application

We make no representation that the Platform is appropriate or legal outside the UK; users elsewhere are responsible for local compliance.

25.3 Dispute Resolution Procedures

Before legal proceedings, attempt informal resolution by contacting legal@instructme.co.uk. If unresolved within thirty (30) days, either party may initiate legal proceedings.

25.4 Severability

If any provision is unlawful/void/unenforceable, remaining provisions remain in effect; modify as necessary to preserve original intent.

25.5 No Waiver

No failure or delay by Instruct Me in exercising rights operates as a waiver; no single/partial exercise precludes further exercises.

25.6 Entire Agreement

These Terms, including incorporated policies/notices/procedures, constitute the entire agreement and supersede prior communications.

25.7 Assignment

You may not assign/transfer rights/obligations without prior written consent; we may assign/transfer without restriction, including in connection with merger, acquisition, or sale of assets.

25.8 Contact Information

Legal Department
Instruct Me Limited
8 Exchange Quay, Manchester, M5 3EJ
Email: legal@instructme.co.uk

For further information, please refer to our Privacy Policy and any supplemental Instructor resources provided.