PHOENIX EDUCATION & LEARNING CENTRE INC.
TERMS AND CONDITIONS FOR THE ONLINE SALE OF PRODUCTS AND SERVICES

1. INTRODUCTION; ACCEPTANCE OF TERMS AND WAIVERS OF RIGHTS

These Terms and Conditions for the Online Sale of Products and Services (these "Terms") apply to the purchase and sale of products and services through https://phoenixeducationandlearning.ca/, https://sabrinamorgantutorboss.ca/, and https://studysparkstore.ca/ (the "Websites"). The products and services currently include but are not limited to online and in-home tutoring, digital educational resources, and online memberships & courses aimed at supporting tutoring and educational businesses.

This Website is operated by Phoenix Education & Learning Centre Inc., a company incorporated in Canada, including its division Sabrina Morgan Tutor Boss ("us" or, "we", or "our"). By purchasing from this Website, you agree that Canadian law governs your transaction regardless of your country of residence.

These Terms are subject to change by Phoenix Education & Learning Centre Inc. (referred to as “Phoenix”, "us", "we", or "our") without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referred to on the Website. You should review these Terms before purchasing any product or services that are available through this Website. Your continued use of this Website after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms and Conditions of Use that apply generally to the use of our Website. You should also carefully review our Website Privacy Policy before placing an order for products or services through this Website (see Section 11).

This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully.

These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.

By placing an order for products or services from this Website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.

You may not order or obtain products or services from this Website if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using this Website or any of this Website's contents, products or services by applicable law.

2. ORDER ACCEPTANCE AND CANCELLATION

You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

3. PRICES AND PAYMENT TERMS

(a) All prices, discounts, and promotions posted on this Website are subject to change without notice. The price charged for a product or service will be the price advertised on this Website at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling, if applicable. All such taxes and charges, if any, will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept various methods of payment, as indicated at the time of purchase. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Website at the time of your order.

4. DELIVERY AND ACCESS OF PRODUCTS AND SERVICES; RESTRICTIONS

(a) Upon confirmation of your payment, we will provide you access to the purchased products and/or services. Access to these products and/or services will be facilitated through digital download. You are responsible for downloading the products and/or for accessing the services within the given schedule or set date range, if applicable.

(b) You are responsible for any technical requirements needed to access the products and/or services, such as an internet connection or specific software. We are not liable for any inability to access the products and/or services due to technical issues beyond our control.

(c) You may not copy the products or services except for a reasonable number of copies permitted to enable your use of such products and/or services pursuant to these Terms. You may not remove any titles, trademarks, or trade names, copyright notices, legends, or other proprietary markings on the products or services. You may not resell or otherwise transfer or share the products or services. You may not use the products or services for any fraudulent, illegal, or unauthorized purpose. You may not market, sublicense, or otherwise commercially exploit the products or services.

5. RETURNS AND REFUNDS

Digital Downloads

All sales are final. Due to the digital nature of our products and services, we do not offer refunds, exchanges, or cancellations under any circumstances.
Upon purchase, digital products are made available for immediate download and access. Because access is granted instantly, and nothing is physically shipped, we cannot accept any returns or provide refunds, including in cases of accidental purchases or change of mind.
By completing your purchase, you acknowledge and agree to these terms. If you have questions about a product before purchasing, please contact us at sabrina@phoenixeducationandlearning.ca.

Memberships

All membership sales are final. Due to the nature of digital access and downloadable content, we do not offer refunds for any membership payments—whether monthly, annual, or otherwise.

Subscription and Auto-Renewal Notice
If you purchase a product or service that includes ongoing access, including but not limited to memberships or bundled offers, you may be enrolled in an auto-renewing subscription. The billing cycle (e.g., monthly or annually) will be clearly noted at checkout.

You can cancel at any time before your renewal date to avoid being charged for the next cycle.

Billing and Renewal
Memberships are billed automatically every 30 days from the date of enrollment using the payment method on file. Your subscription will continue to renew automatically unless cancelled in advance.

Cancellations
You may cancel your membership at any time through your account settings. Cancellation applies to future billing periods only. No refunds will be provided for the current billing cycle, even if the membership is cancelled before the cycle ends. You will retain full access to your membership content until the end of your current paid term.

Free or Promotional Trials
If a free trial is offered, you will not be charged until the end of the trial period. At the end of the trial, your membership will automatically convert to a paid subscription unless cancelled prior to the trial’s expiration. No refunds will be issued once the trial converts to a paid membership.

Failed Payments
If your payment method is declined or fails for any reason, your access may be suspended until payment is successfully processed. We are not responsible for any interruptions in access caused by failed payments.

Reactivation
If you cancel your membership and choose to rejoin later, you may be subject to current pricing and terms at the time of re-enrollment. We do not guarantee continued access to prior content or pricing.

Membership Terms and Renewal
Memberships offered through our Website are subscription-based and automatically renew every 30 days unless cancelled in advance. You may cancel your membership at any time via your account settings. Cancellation takes effect at the end of your current billing cycle.

No refunds will be issued for the current billing period, even if access is not used or you cancel early. After cancellation, you will continue to have access to your membership content until the end of your paid term.

By enrolling in a membership, you acknowledge and agree to these terms.

Tutoring Services Refund and Cancellation Policy

At Phoenix Education & Learning Centre Inc., we are committed to providing high-quality, personalized tutoring services. To ensure fairness and consistency, the following policies apply to all tutoring services:

Refund Policy

All tutoring fees are non-refundable. Once payment is made for tutoring sessions—whether for individual sessions, packages, or recurring services—no refunds will be issued under any circumstances, including withdrawal, missed sessions, or changes in schedule.

Cancellation of Ongoing Services

If you wish to discontinue ongoing tutoring services, a minimum of four (4) weeks' notice is required. This allows us to adjust staffing and scheduling and ensures continuity for all students.

● Notice must be provided in writing to: sabrina@phoenixeducationandlearning.ca

● Tuition will continue to be charged during the four-week notice period, whether or not sessions are attended.

Session Rescheduling and Missed Sessions
We understand that unforeseen circumstances may arise. The following policy applies to individual session cancellations:

● 24+ Hours’ Notice: If you provide at least 24 hours’ notice, we will issue a make-up session for the missed session. The make-up session must be scheduled and used within 20 days of the original session date. After that, it expires and is forfeited.

● Less Than 24 Hours’ Notice: Sessions cancelled with less than 24 hours’ notice are forfeited and will not be rescheduled or credited. No exceptions.

● No Shows: Missed sessions without any notice will be treated as cancellations with less than 24 hours' notice and are not eligible for make-up or refund.

By enrolling in our tutoring services, you acknowledge and agree to this refund and cancellation policy. These policies ensure that we can fairly compensate our educators and maintain a consistent schedule for all families.

6. NO WARRANTY

(a) THE PRODUCTS AND SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTY OR CONDITION WHATSOEVER, WITH RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE, INCLUDING (i) ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(b) Products provided by a third party ("Third-Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with our products. For the avoidance of doubt, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. We do not recommend or endorse any Third-Party Product for any particular purpose, and we assume no responsibility or liability for the use of any Third-Party Product.

7. Earnings Disclaimer

Phoenix Education & Learning Centre Inc. does not guarantee any specific academic, business, or financial outcomes. Your use of any resources, tools, or templates does not ensure success or earnings. Results may vary based on individual implementation, effort, and external factors.

While we provide tools, templates, and strategies intended to support tutors and education-based business owners, we do not make any guarantees or representations regarding earnings, business success, or client acquisition. Your results may vary based on many factors including your location, experience, marketing, effort, and implementation of our materials. You acknowledge that any business decisions you make using our products or services are done at your own risk and that Phoenix Education & Learning Centre Inc. is not responsible for any financial or business outcomes.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

(a) YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS PHOENIX AND ITS AFFILIATES FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING ATTORNEY’S FEES, THAT ARISE FROM ANY CLAIM OR DEMAND, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF AND ACCESS TO THE PRODUCTS, SERVICES, AND WEBSITE HEREUNDER, AND FOR ANY VIOLATION OF THESE TERMS. WE RESERVE THE RIGHT, AT OUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

(b) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA, UNAVAILABILITY OF CONTENT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(c) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE SPECIFIC PRODUCT OR SERVICE THAT GAVE RISE THROUGH THE CLAIM SOLD THROUGH THE WEBSITE.

9. GOODS NOT FOR RESALE OR EXPORT

You represent and warrant that you are buying products or services from the Website for your own personal or internal business use only, and not for redistribution, resale, or export, unless explicitly authorized in writing by us. You further represent and warrant that all purchases are intended for final delivery to locations within Canada.

10. INTELLECTUAL PROPERTY USE AND OWNERSHIP

You acknowledge and agree that:

(a) All uses on this Website of the terms "sell", "sale", "resell", "resale", "purchase", "price", and the like mean the purchase or sale of a license. Each product and service marketed on this Website is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions outlined in the Website Terms and Conditions of Use, as applicable. By using this Website, you are granted a limited, non-exclusive, and non-transferable license to access and utilize the products and services acquired through this Website, without obtaining any proprietary rights therein.

(b) You will comply with all terms and conditions specified herein and our Website Terms and Conditions of Use for any product or service you obtain through this Website, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products and services.

(c) You will not cause, induce, or permit others' non-compliance with the terms and conditions of these Terms.

(d) Phoenix is and will remain the sole and exclusive owner of all rights in and to each product and service made available on this Website and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product's or service's license agreement. You do not and will not have or acquire any ownership of the products or services made available through this Website, or of any intellectual property rights relating to those products or services.

(e) You may not use any product, resource, or content purchased through this Website for any commercial purposes, including but not limited to reselling, republishing, sharing with clients, or incorporating into services, courses, or products you offer to others. All products are for individual personal use only and may not be distributed or used in a commercial setting without express written permission.

Digital Product License and Usage Restrictions

All digital downloads, templates, and resources purchased or accessed through this Website are for individual, personal use only. You may not share, resell, sublicense, redistribute, or use these products in any client-facing or commercial capacity without express written consent from Phoenix Education & Learning Centre Inc.

You are expressly prohibited from:

● Uploading content to shared drives, marketplaces, or file-sharing platforms

● Rebranding or modifying materials for resale

● Using resources in paid courses, client programs, or business services

Violation of these terms may result in legal action, termination of access, and/or suspension of your account without notice.

11. PRIVACY

We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Website.

12. FORCE MAJEURE

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of the obligations set out in these Terms (except for any of your obligations to make payments to us hereunder), when and to the extent such party’s (the "Impacted Party") failure or delay is caused by or results from acts beyond the Impacted Party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) service interruptions or cybersecurity incidents affecting third-party hosting services or platforms; and, (j) other events beyond the reasonable control of the Impacted Party.

The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of fourteen (14) consecutive days following written notice given by it under this Section 12, the other party may thereafter terminate the purchase or sale made in accordance with these Terms upon seven (7) days' written notice.

13. GOVERNING LAW

All matters arising out of or relating to 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 giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).

14. WAIVER OF RECOURSE TO THE COURTS AND BINDING ARBITRATION

(a) YOU AND PHOENIX ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered by the ADR Institute of Ontario¸ under its ADRIC Arbitration Rules.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

If any provision of this arbitration clause is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

15. ASSIGNMENT

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

16. NO WAIVERS

The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Phoenix.

17. NO THIRD-PARTY BENEFICIARIES

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

NOTICES

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide and consent to us using; or (ii) posting to the Website. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us by sending a message to the following email address: [sabrina@phoenixeducationandlearning.ca]. We may update the email address by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by email will be effective when you send the email.

18. SEVERABILITY

If any provision of these Terms is invalid, illegal, void, or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

Last Updated Date: July 2025