TORONTO FRENCH ACADEMY – 16706282 CANADA INC.
TERMS AND CONDITIONS OF SERVICE
Effective Date: 1 January 2024
1. INTRODUCTION AND ACCEPTANCE
These Terms and Conditions (“Terms”) govern all sales and use of French-language instruction, tutoring sessions, and related services (“Services”) provided by Toronto French Academy, a division of 16706282 CANADA INC. (business number 16706282, hereinafter “TFA,” “we,” “us,” or “our”).
By clicking “I agree,” completing payment, or accessing any Services, you (“Student,” “you,” or “your”) acknowledge that you have read, understood, and unconditionally accept all provisions contained herein. If you do not agree with any term, do not complete payment or use the Services.
This agreement is legally binding. Your electronic acceptance constitutes your legal signature and creates enforceable contractual obligations.
2. DEFINITIONS
For purposes of these Terms:
“Session” means a single live instructional class of approximately 60 minutes delivered via online platform.
“Package” means a monthly subscription providing a specified number of Sessions per Billing Cycle as determined by the program tier you selected at enrollment.
“Billing Cycle” means the recurring monthly period for which you are charged, beginning on the date of your initial purchase and recurring on the same calendar day each subsequent month.
“Outstanding Balance” means any amount owed for Services already delivered but not yet paid, including completed Sessions that exceed your paid balance.
“Materials” means all videos, recordings, documents, assessments, slide decks, worksheets, and any other content provided by TFA.
“Platform” means any software, website, application, or communication tool designated by TFA for scheduling, instruction delivery, or student communication (including but not limited to Zoom, Google Workspace, WhatsApp).
“Tutor” means any instructor, teacher, or educational professional engaged by TFA to deliver the Services.
3. ELIGIBILITY AND ACCOUNT RESPONSIBILITY
You represent and warrant that you:
- a) Have reached the age of majority in your jurisdiction of residence;
b) Possess full legal capacity to enter into binding contracts;
c) Will provide accurate, current, and complete information during enrollment and thereafter;
d) Will immediately update any changes to your contact or payment information.
You are solely responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account, whether authorized by you or not. You agree to notify TFA immediately of any unauthorized access or security breach.
4. SERVICE STRUCTURE AND SUBSCRIPTION MODEL
4.1 Monthly Subscription Packages
TFA operates on a monthly subscription basis. Each Package covers a specified number of Sessions per Billing Cycle as determined by the program tier you selected at enrollment. The number of Sessions included in your Package is clearly displayed during the checkout process and confirmed in your enrollment confirmation email. Your subscription continues on an automatic monthly renewal basis until you provide valid written cancellation notice as specified in Section 10.
This is not an hourly rate arrangement. You are purchasing access to a fixed number of Sessions per month as specified in your chosen program tier, not purchasing individual hours that can be used at your discretion indefinitely.
4.2 Session Validity and Expiration
Sessions included in each monthly Package are valid for 60 calendar days from the date of purchase. Any Sessions not scheduled and completed within this 60-day validity period are automatically forfeited without refund, credit, or extension. Sessions cannot be transferred, sold, gifted, or carried forward beyond the 60-day validity period.
If TFA is unable to provide reasonable scheduling availability to accommodate at least 75% of your purchased Sessions within the 60-day period due to tutor capacity constraints, the validity period will be automatically extended until adequate availability is restored. This extension does not apply if you fail to book Sessions when reasonable availability was offered to you.
4.3 Scope of Services
TFA delivers live, online French-language instruction with emphasis on Canadian language examinations including TEF Canada and TCF Canada, together with supplementary asynchronous content at our discretion. We reserve absolute and sole discretion to modify curricula, schedules, teaching methodologies, class sizes, group compositions, Tutor assignments, and Platform requirements at any time to maintain instructional quality and operational efficiency.
All marketing materials, sample syllabi, course descriptions, and promotional content are illustrative only and do not constitute guarantees, warranties, or promises of specific outcomes, results, or proficiency levels.
5. PAYMENT TERMS AND AUTOMATIC BILLING
5.1 Payment Authorization and Card-on-File
All fees are quoted in Canadian dollars (CAD) and are due in full according to your selected payment schedule. By enrolling, you authorize TFA and its designated payment processor to:
- a) Store your chosen payment method (credit card, debit card, or other approved method) securely as a card-on-file;
b) Charge your payment method automatically for all scheduled monthly subscription fees on each Billing Cycle;
c) Charge your payment method automatically for any Outstanding Balance, including Sessions completed in excess of your paid balance;
d) Charge your payment method for any approved add-on Services, late fees, administrative charges, failed payment recovery costs, and chargeback-related expenses;
e) Process charges without additional notice or authorization from you.
You may revoke this authorization at any time by contacting us in writing, but you remain liable for all amounts owed for Services already delivered. Revocation of payment authorization does not cancel your subscription and does not relieve you of payment obligations; TFA may pursue collection through other means.
This authorization remains in effect until you cancel your subscription in accordance with Section 10 and settle all Outstanding Balances in full.
5.2 Session Tracking and Outstanding Balances
TFA maintains accurate records of all Sessions completed versus Sessions paid for. If you complete Sessions in excess of your current paid balance, those Sessions immediately constitute an Outstanding Balance on your account.
Outstanding Balances are charged automatically to your card-on-file within 30 business days of the Session(s) being completed, at the standard rate applicable to your program tier. You have no right to dispute, contest, or delay payment for Sessions you have voluntarily attended and completed.
5.3 Payment Processing and Receipt
An electronic receipt will be issued for each transaction processed. You are responsible for monitoring your email and reviewing all receipts. Failure to receive or review a receipt does not invalidate the charge or constitute grounds for dispute.
5.4 Failed Payments and Account Suspension
You must maintain a valid, current payment method on file at all times. If any automatic charge fails due to insufficient funds, expired card, payment method cancellation, or any other reason:
- a) Your access to Services may be immediately suspended without notice;
b) You remain liable for the failed amount plus any applicable recovery costs;
c) TFA may engage third-party collection services to recover amounts due.
5.5 Price Changes and Taxes
Published prices may change at any time without notice for new enrollments. Current students will receive 30 days advance notice of any price increases affecting their existing subscription. All prices include applicable Canadian Harmonized Sales Tax (HST) at the prevailing rate unless explicitly stated otherwise on your invoice.
You are solely responsible for any foreign exchange fees, international transaction fees, currency conversion charges, or other fees imposed by your bank or payment provider.
6. ABSOLUTE NO-REFUND POLICY
6.1 All Sales Are Final
All payments made to TFA are final, non-refundable, and non-transferable under any circumstances. This includes but is not limited to:
- a) Monthly subscription fees;
b) Charges for Outstanding Balances;
c) Add-on Services or materials;
d) Administrative fees;
e) Any other charges to your account.
6.2 No Refunds for Unused Sessions
Unused Sessions within a Package, whether due to your scheduling conflicts, personal circumstances, change of plans, dissatisfaction with Services, or any other reason, are not refundable. When you purchase a Package, you are reserving Tutor time, classroom capacity, and instructional resources. These allocations cannot be recovered or resold by TFA once committed to you.
Session expiration as described in Section 4.2 does not entitle you to any refund, credit, or extension.
All sales are final and non-refundable, except:
(a) If TFA permanently ceases operations before delivering any Sessions under your Package, you will receive a refund for undelivered Sessions;
(b) If a court of competent jurisdiction determines that enforcing this no-refund policy would be unconscionable under the circumstances of your specific case.
6.3 No Refunds for Dissatisfaction or Results
TFA makes no guarantees regarding language proficiency outcomes, examination scores, immigration results, or any other objective measure of success. Your results depend entirely on your personal effort, attendance consistency, study habits, aptitude, motivation, and circumstances beyond TFA’s control. Dissatisfaction with instruction quality, teaching methods, Tutor performance, Materials, or outcomes does not entitle you to any refund.
6.4 No Refunds for Technical Issues
Sessions affected by technical difficulties on your end (including but not limited to internet connectivity problems, device malfunctions, software incompatibility, power outages, or user error) are considered delivered and remain non-refundable. You bear sole responsibility for ensuring you have adequate technical capability to access the Platform.
6.5 No Refunds for Force Majeure
In the event TFA is unable to deliver Services due to circumstances beyond our reasonable control (including but not limited to natural disasters, pandemics, government restrictions, utility failures, cyberattacks, or labor disputes), we may offer rescheduled Sessions or account credits at our sole discretion. However, you are not entitled to any refund under any force majeure circumstances.
7. CHARGEBACKS CONSTITUTE BREACH OF CONTRACT
7.1 Prohibition on Unjustified Chargebacks
Initiating a chargeback, payment reversal, or dispute through your bank or payment provider for Services that were legitimately purchased and delivered constitutes a material breach of these Terms.
7.2 Consequences of Chargeback Initiation
If you initiate a chargeback for a valid charge, TFA is entitled to:
- a) Immediately suspend or permanently terminate your access to all Services;
b) Forfeit all unused Sessions in your account without refund or credit;
c) Refer your account to a third-party collection agency to recover all amounts owed, which may negatively impact your credit rating;
d) Pursue all available legal remedies under Ontario law to recover unpaid balances, administrative costs, legal fees, and damages;
e) Report the chargeback to relevant authorities if we determine it constitutes payment fraud;
f) Charge your account for documented costs associated with responding to the chargeback, including payment processor chargeback fees (typically $15-$25 CAD), third-party legal fees if legal counsel is retained, and administrative costs not to exceed $200 CAD.
7.3 Defense of Valid Charges
TFA will vigorously defend all chargebacks by providing comprehensive documentation to your financial institution, including but not limited to: detailed attendance records, enrollment agreements, Terms acceptance records, payment authorization history, Platform access logs, communication records, and any other evidence demonstrating that Services were legitimately purchased and delivered.
7.4 Legitimate Disputes
The only circumstance under which you may legitimately dispute a charge is in the case of proven, unauthorized fraudulent use of your payment method by a third party without your knowledge or consent. In such cases, you must immediately notify both TFA and your financial institution, and provide a police report or fraud affidavit.
8. SCHEDULING, ATTENDANCE, AND PUNCTUALITY
8.1 Scheduling Responsibility
Upon enrollment, you will receive access to TFA’s scheduling system showing available Session times in Eastern Time (ET). You are solely responsible for:
- a) Converting Session times to your local time zone;
b) Scheduling Sessions within the 60-day validity period;
c) Joining Sessions punctually at the scheduled start time;
d) Ensuring you have adequate internet connectivity, functional microphone and webcam, and required software installed and tested prior to Session start time.
8.2 Missed Sessions and Late Arrivals
Sessions you fail to attend for any reason originating on your side (including but not limited to personal conflicts, scheduling errors, time zone confusion, technical difficulties, illness, or emergency) are considered fully delivered and remain payable. There are no make-up Sessions, credits, refunds, or extensions for missed Sessions.
If you arrive more than 15 minutes late to a Session due to circumstances within your control, the Tutor may refuse entry, and the Session will be marked as completed and non-refundable. Lateness caused by Platform technical issues, TFA system failures, or Tutor delays will not result in Session forfeiture.
8.3 TFA-Initiated Cancellations
TFA may cancel or reschedule a Session due to Tutor illness, emergency, or operational necessity. In such cases, we will offer a replacement Session at an alternative time or issue an account credit at our sole discretion. This remedy is exclusive, and you are not entitled to any refund or additional compensation.
If TFA cancels more than 25% of your scheduled Sessions in any Billing Cycle due to operational issues (excluding Force Majeure events), you may request a credit extension or reschedule without it counting against your 60-day validity period.
9. TUTOR ASSIGNMENT AND SUBSTITUTION
Tutor staffing, assignment, and scheduling are managed exclusively by TFA at our sole discretion. We may substitute Tutors, reassign students to different groups, modify class sizes, or adjust group compositions at any time without notice or justification.
All substitute Tutors possess qualifications that TFA deems equivalent or superior. Tutor substitution, reassignment, or change in class composition does not entitle you to any refund, discount, credit, or right to cancel without penalty.
You may not request or demand a specific Tutor. Interpersonal preferences regarding Tutor assignment are not grounds for refund or cancellation.
10. CANCELLATION AND DISCONTINUATION OF SERVICES
10.1 Student-Initiated Cancellation
To cancel your monthly subscription and discontinue Services, you must provide written notice to TFA at least 48 hours before your next scheduled Session. Written notice must be sent via email to info@frenchwithtfa.com with the subject line “Subscription Cancellation Request” and must include your full name and account email address.
10.2 Effect of Cancellation
Upon receipt of valid written cancellation notice:
- a) No further monthly charges will be processed after the current Billing Cycle ends;
b) You remain liable for the full amount of the current Billing Cycle and any Outstanding Balances;
c) You retain access to any unused Sessions within their 60-day validity period;
d) No refunds, credits, or prorated amounts will be issued for unused Sessions in the current or any prior Billing Cycle;
e) After the 60-day validity period expires, all unused Sessions are forfeited.
10.3 Insufficient Notice
If you provide fewer than 48 hours notice before your next scheduled Session, or if you simply stop attending without providing written cancellation notice, your subscription will continue on automatic monthly renewal and charges will continue until valid written notice is received and processed.
10.4 TFA-Initiated Termination
TFA reserves the right to terminate your access to Services immediately and without refund if you:
- a) Breach any provision of these Terms;
b) Engage in disruptive, disrespectful, or inappropriate conduct;
c) Initiate an unjustified chargeback;
d) Fail to maintain valid payment information on file;
e) Engage in any activity that TFA determines, in its sole discretion, to be harmful to TFA’s business, reputation, or other students.
11. INTELLECTUAL PROPERTY AND MATERIALS
11.1 Ownership
All Materials, including but not limited to instructional content, videos, recordings, slide presentations, worksheets, assessments, curricula, teaching methodologies, branding, and Platform features, are the exclusive proprietary property of TFA or its licensors and are protected by Canadian and international copyright, trademark, and intellectual property laws.
11.2 Limited License
TFA grants you a limited, non-exclusive, non-transferable, revocable license to access and use Materials solely for your personal, non-commercial educational purposes during your active enrollment. This license terminates immediately upon cancellation or termination of Services.
11.3 Prohibited Uses
You may not, under any circumstances:
- a) Copy, reproduce, download (except where explicitly permitted), record, screenshot, or capture any Materials;
b) Distribute, transmit, share, sell, license, sublicense, or publicly display any Materials;
c) Create derivative works, translations, or adaptations of any Materials;
d) Remove or alter any copyright, trademark, or proprietary notices;
e) Use Materials for any commercial purpose or to compete with TFA;
f) Reverse engineer, decompile, or disassemble any Platform features or software.
11.4 Recording of Sessions
Live Sessions may be recorded by TFA for quality assurance, training, student review, and internal purposes. By attending any Session, you irrevocably grant TFA a perpetual, worldwide, royalty-free, transferable license to record, store, reproduce, edit, and use your audio, video, image, likeness, and chat contributions for these purposes without compensation.
Recordings remain the exclusive property of TFA. Access to recordings may be revoked at any time at TFA’s sole discretion. You may not record, capture, or reproduce any Session content without TFA’s prior written consent.
If you do not consent to being recorded, you must notify TFA in writing before attending any Session. In such cases, TFA may provide alternative arrangements or, if recording is essential to the Session format, may offer you a refund of that specific Session. Your continued attendance at Sessions after receiving this notice constitutes your explicit consent to recording.
12. STUDENT CONDUCT AND BEHAVIORAL STANDARDS
12.1 Expected Conduct
You agree to:
- a) Treat all Tutors and fellow students with respect, courtesy, and professionalism;
b) Refrain from harassment, discrimination, hate speech, threats, bullying, or disruptive behavior;
c) Comply with all applicable laws and regulations;
d) Use the Platform and Services solely for their intended educational purposes;
e) Maintain appropriate attire and conduct during video Sessions;
f) Refrain from recording, screenshotting, or capturing Session content without authorization.
12.2 Prohibited Conduct
You may not:
- a) Use the Services to harass, threaten, or intimidate any person;
b) Post, transmit, or share any content that is unlawful, defamatory, obscene, or offensive;
c) Impersonate any person or entity;
d) Interfere with or disrupt the Platform, Services, or other users’ experience;
e) Attempt to gain unauthorized access to TFA systems or data;
f) Use the Services for any fraudulent, illegal, or unauthorized purpose.
12.3 Enforcement
TFA reserves the right to remove you from any Session, suspend your access, or terminate Services immediately and without refund if your conduct violates these standards or is otherwise determined by TFA, in our sole discretion, to be inappropriate, harmful, or disruptive.
13. TECHNOLOGY, PLATFORM, AND THIRD-PARTY SERVICES
13.1 Technical Requirements
You are solely responsible for:
- a) Obtaining and maintaining compatible devices (computer, tablet, smartphone);
b) Obtaining and maintaining reliable high-speed internet connectivity;
c) Installing and updating required software (Zoom, Google Chrome, etc.);
d) Ensuring functional microphone, webcam, and audio equipment;
e) Maintaining current operating systems, antivirus software, and firewall protection;
f) Resolving any technical issues on your end that prevent access to Services.
13.2 Third-Party Platforms
The Services rely on third-party platforms and services including but not limited to Zoom, Google Workspace, WhatsApp, and payment processors. Your use of these third-party platforms is governed by their respective terms of service and privacy policies, not by these Terms.
TFA is not responsible for and makes no warranties regarding the availability, functionality, security, privacy practices, or performance of any third-party platform or service. TFA bears no liability for downtime, data loss, security breaches, service interruptions, or any other issues attributable to third-party providers.
13.3 Platform Changes
TFA may change, modify, suspend, or discontinue any Platform or third-party service at any time without notice. We may migrate to alternative platforms at our discretion, and you agree to adapt to such changes.
14. PRIVACY AND DATA PROTECTION
TFA collects, uses, stores, and processes personal information (including contact details, payment information, academic performance data, and Session recordings) in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable Canadian privacy laws.
By accepting these Terms, you explicitly consent to TFA’s collection, use, retention, disclosure, and cross-border transfer of your personal information for the purposes of delivering Services, processing payments, improving instructional quality, complying with legal obligations, and enforcing these Terms.
For complete details on our data practices, please review our Privacy Policy available at frenchforpr.com. The Privacy Policy is incorporated into these Terms by reference.
15. DISCLAIMERS AND WARRANTIES
15.1 Services Provided “As Is”
THE SERVICES, MATERIALS, AND PLATFORM ARE PROVIDED STRICTLY ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
15.2 No Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TFA EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:
- a) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
b) ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF SERVICES OR MATERIALS;
c) UNINTERRUPTED, ERROR-FREE, OR SECURE ACCESS TO THE PLATFORM;
d) RESULTS, OUTCOMES, OR ACHIEVEMENT OF LANGUAGE PROFICIENCY LEVELS;
e) COMPATIBILITY WITH YOUR DEVICES, SOFTWARE, OR INTERNET CONNECTION.
15.3 No Guarantees of Results
TFA MAKES ABSOLUTELY NO GUARANTEES, PROMISES, OR REPRESENTATIONS REGARDING:
- a) Your language proficiency improvement;
b) Your performance on TEF Canada, TCF Canada, or any examination;
c) Your immigration application outcomes or Express Entry eligibility;
d) Your ability to achieve specific CLB levels or NCLC benchmarks;
e) Any other objective measure of academic or professional success.
15.4 Student Responsibility for Success
Your success depends entirely and exclusively on your personal effort, attendance consistency, study habits, aptitude, motivation, and circumstances beyond TFA’s control. You acknowledge full responsibility for your progress and outcomes.
16. LIMITATION OF LIABILITY
16.1 Maximum Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TFA, ITS PARENT COMPANY (16706282 CANADA INC.), AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, TUTORS, AND AGENTS FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO TFA IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16.2 Exclusion of Consequential Damages
IN NO EVENT SHALL TFA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO:
- a) Lost profits, revenues, business opportunities, or goodwill;
b) Data loss or corruption;
c) Immigration application denials or delays;
d) Failed examinations or test scores;
e) Emotional distress or reputational harm;
f) Cost of substitute services;
g) Any other damages arising from or related to your use or inability to use the Services,
EVEN IF TFA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.3 Basis of the Bargain
You acknowledge that the fees charged by TFA reflect this allocation of risk and limitation of liability, and that TFA would not provide Services at the current pricing without these limitations.
17. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless TFA, 16706282 CANADA INC., and all affiliates, officers, directors, employees, contractors, Tutors, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, judgments, and fees (including reasonable legal fees and costs) arising from or related to:
- a) Your breach of any provision of these Terms;
b) Your violation of any applicable law or regulation;
c) Your misuse of the Services, Platform, or Materials;
d) Your infringement of any intellectual property or other right of any third party;
e) Any content you submit, post, or transmit through the Services;
f) Your conduct during Sessions or interactions with Tutors or other students.
This indemnification obligation survives termination of these Terms and your relationship with TFA.
18. IMPORTANT DISCLAIMERS
18.1 Not a Designated Learning Institution
TORONTO FRENCH ACADEMY IS NOT A DESIGNATED LEARNING INSTITUTION (DLI) as defined by Immigration, Refugees and Citizenship Canada (IRCC). We do not and cannot:
- a) Issue academic diplomas, degrees, certificates, or credentials recognized by IRCC;
b) Provide letters of enrollment, acceptance, or attendance for study permit applications;
c) Support Post-Graduation Work Permit (PGWP) eligibility;
d) Provide any documentation for immigration-related purposes under Canadian immigration law.
TFA expressly disclaims any responsibility for immigration application outcomes. If you are relying on French language proficiency for immigration purposes, you acknowledge that you have independently verified the language requirements for your specific immigration program and that TFA makes no representations about whether our instruction will meet those requirements.
18.2 Private Language Instruction Only
Our programs provide private French language instruction exclusively for adult learners (18+ years) aiming to improve proficiency from A1 to B2 levels according to the Common European Framework of Reference (CEFR). We do not offer programs for children or minors.
18.3 No Immigration Advice or Guarantees
TFA does not provide immigration advice, consultation, or services. Participation in our courses does not:
- a) Guarantee improved Express Entry Comprehensive Ranking System (CRS) scores;
b) Guarantee acceptance of immigration applications;
c) Confer any immigration status, benefits, or entitlements under Canadian law;
d) Satisfy any educational or language requirements for Canadian immigration programs.
18.4 Student Responsibility for Immigration Compliance
You are solely and exclusively responsible for ensuring compliance with your immigration status in Canada. If you are in Canada on a study permit, work permit, visitor visa, or any other temporary status, you must independently verify that enrolling in private language courses is permitted under your visa conditions.
18.5 Seek Professional Immigration Advice
DISCLAIMER: Information provided on our website, in our Materials, or by our Tutors is for general educational purposes only and does not constitute legal or immigration advice. For personalized guidance regarding your immigration situation, consult a qualified Regulated Canadian Immigration Consultant (RCIC) or licensed immigration lawyer.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.
19.2 Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, including but not limited to the formation, interpretation, breach, termination, validity, or enforceability thereof (“Dispute”), shall be resolved by binding arbitration administered by the ADR Institute of Canada, Inc. in accordance with its Arbitration Rules then in effect.
The arbitration shall be:
- a) Seated in Toronto, Ontario, Canada;
b) Conducted in the English language;
c) Decided by a single arbitrator appointed in accordance with the Arbitration Rules;
d) Conducted confidentially;
e) Final and binding on both parties.
Judgment on the arbitral award may be entered in any court of competent jurisdiction.
19.3 Exception for Small Claims
Notwithstanding Section 19.2, either party may pursue a Dispute in the Small Claims Court of Ontario if the amount in controversy is within that court’s jurisdictional limit and the Dispute falls within the court’s subject matter jurisdiction.
19.4 Class Action Waiver
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
If any court or tribunal of competent jurisdiction determines that this class action waiver is invalid or unenforceable, then the arbitration provisions in Section 19.2 shall not apply to such Dispute, and the Dispute shall be resolved in the courts of Ontario in accordance with Section 19.1.
19.5 Costs and Fees
Each party shall bear its own costs and legal fees in connection with arbitration, except that the arbitrator may award costs and fees to the prevailing party if permitted by applicable law and the Arbitration Rules.
20. GENERAL PROVISIONS
20.1 Entire Agreement
These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and TFA regarding the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
20.2 Amendments
TFA reserves the right to modify, amend, or update these Terms at any time by posting a revised version on our website with an updated “Last Updated” date. Unless a later effective date is specified, amendments become effective immediately for new enrollments and thirty (30) days after posting for existing students. Continued use of the Services after the effective date constitutes acceptance of the amended Terms. If you do not agree with any amendment, your sole remedy is to cancel your subscription in accordance with Section 10.
20.3 Severability
If any provision of these Terms is found by a court or arbitrator to be invalid, illegal, or unenforceable, that provision shall be severed to the minimal extent necessary, and the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the original intent and economic effect.
20.4 Waiver
No failure or delay by TFA in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right, power, or privilege. Any waiver must be in writing and signed by an authorized representative of TFA.
20.5 Assignment
You may not assign, transfer, delegate, or sublicense your rights or obligations under these Terms without TFA’s prior written consent. Any attempted assignment in violation of this provision is void. TFA may freely assign or transfer its rights and obligations under these Terms, in whole or in part, to any affiliate, successor entity, or third party without notice to you or your consent.
20.6 Force Majeure
TFA shall not be liable for any failure or delay in performance of its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, pandemics, epidemics, government actions, labor disputes, utility failures, internet outages, cyberattacks, or failures of third-party service providers (“Force Majeure Event”). TFA’s obligations are suspended for the duration of the Force Majeure Event without liability. If a Force Majeure Event lasts more than thirty (30) days, TFA may, at its sole discretion, offer rescheduled Sessions or account credits. No refunds will be issued under any Force Majeure circumstances.
20.7 Survival
Sections 5 (Payment Terms), 6 (No-Refund Policy), 7 (Chargebacks), 11 (Intellectual Property), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 19 (Dispute Resolution), and 20 (General Provisions) survive termination or expiration of these Terms.
20.8 Relationship of Parties
Nothing in these Terms creates any partnership, joint venture, employment, franchise, or agency relationship between you and TFA. You have no authority to bind TFA or make commitments on TFA’s behalf.
20.9 Third-Party Beneficiaries
These Terms are for the sole benefit of you and TFA and are not intended to confer any rights or remedies upon any third party.
20.10 Communication and Notice
TFA will communicate with you primarily via email sent to the email address you provided during enrollment. You agree to:
- a) Regularly monitor your email for important updates, scheduling information, billing notices, and administrative communications;
b) Ensure your email address is current and functional;
c) Promptly update any changes to your email address.
Failure to receive, read, or respond to email communications does not invalidate any charge, obligation, or notice and does not constitute grounds for refund or cancellation without penalty.
All notices, requests, or other communications required or permitted under these Terms must be in writing and shall be deemed duly given:
- a) When delivered by email with confirmation of receipt; or
b) Three (3) business days after being sent by registered or certified mail, return receipt requested.
Notices to TFA must be sent to:
Toronto French Academy – 16706282 CANADA INC.
Email: info@frenchwithtfa.com
Subject Line: “Legal Notice – [Your Name] – [Account Email]”
Notices to you will be sent to the email address associated with your account.
21. CONTACT INFORMATION
Questions, concerns, or requests regarding these Terms or the Services should be directed to:
Toronto French Academy
16706282 CANADA INC.
Email: info@frenchwithtfa.com
Website: frenchforpr.com
We endeavor to respond to all inquiries within two (2) business days during regular business hours (Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding Canadian statutory holidays).
22. ACKNOWLEDGMENT AND ACCEPTANCE
By checking the box labeled “I have read and agree to the Terms and Conditions,” by completing payment, or by accessing or using any Services, you acknowledge and confirm that:
- a) You have carefully read these Terms in their entirety;
b) You fully understand all provisions, rights, obligations, and limitations contained herein;
c) You unconditionally accept and agree to be legally bound by these Terms;
d) You understand that this electronic acceptance constitutes your legal signature and creates an enforceable contract between you and TFA;
e) You have had the opportunity to seek independent legal advice regarding these Terms if desired;
f) You acknowledge that all sales are final and non-refundable under any circumstances;
g) You authorize automatic recurring charges to your payment method;
h) You understand that TFA is not a Designated Learning Institution and does not provide immigration services or guarantees;
i) You acknowledge that the number of Sessions included in your Package was clearly displayed during checkout and confirmed in your enrollment confirmation email.
BY ENROLLING IN TORONTO FRENCH ACADEMY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.
END OF TERMS AND CONDITIONS
