1. GENERAL PROVISION

1.1. This document is public and is governed by the Law of Obligations Act and the applicable legislation of the Republic of Estonia. Placing the text of this Agreement on the Internet by reference: https://wayup.in/offerta is a public proposal to conclude the Agreement on the terms and conditions set.

1.2. Acceptance by the Customer of the terms of the Offer (Acceptance of the Offer) is only possible in total. Only in this case the Contract for Reimbursable Information and Consulting Services Provision (from now on referred to as the Agreement) be concluded between the Contractor and the Customer (from now on referred to as the Parties). The partial acceptance of the Offer, as well as the acceptance of the Offer, shall not be otherwise permitted. The conclusion of the Agreement between Parties shall be affected by the acceptance of the Offer by the Customer. Acceptance of the Offer means the conclusion of the Contract.

1.3. Following Art. 9 Law of Obligations Act, the Agreement is concluded from the moment of Customer registration on the Site—Acceptance of the proposal to complete the Contract. An unconditional acceptance of the Offer of Agreement is the moment of registration on the Site.

1.4. The written text of the Agreement may be provided at the request of the Customer, as well as can be printed by the Customer independently of the Contractor’s official website at the link: https://wayup.in/offerta on which the Agreement is located.

1.5. By accepting this Agreement, the Customer confirms he was fully and properly acquainted with all its provisions and took them of his own free will without coercion.

1.6. Each Party shall guarantee to the other Party that it has the necessary legal capacity and the rights and powers essential and sufficient to conclude and execute the Treaty following its terms.

1.7. The Contractor shall have the right to involve in rendering the Services third persons authorised to organise and conduct the Events, including payment receipt for the Services from the Customer (Authorised person).

2. TERMS AND DEFINITIONS

2.1. Services – information and consulting services provided by the Contractor to the Customer by organising and conducting the Online Course and/or providing access to the Online Course.

2.2. Site – website https://wayup.in, where the software hosts using which the Contractor provides Services to the Customer according to the Agreement. All property rights to the site belong to the Contractor.

2.3. The Online Course is a course which provides an online coaching course or an intensive online course consisting of online sessions and videos.

2.4. Online course Offer - information about the Online Course characteristics posted on the website: duration, content, cost and other information.

2.5. Software – the Site’s functionality, remote and consulting Services system with the library of Online courses belonging to the Contractor.

2.6. Customer – a natural person who has registered on the Site, as well as a legal entity registered and acting under the legislation of any country, who has the legal capacity necessary for the conclusion of the Agreement and has performed the actions provided for in this Offer upon notification to the Contractor of the intention to acquire from him the Services under the terms of this Offer and subsequently accepted this Offer.

2.7. Personal account – a web page is placed on the Site to which the Customer gets personal access (using personal login and password) after completing the registration on the Site, in which was filled Customer's personal data: name, first name, patronymic name, telephone number, e-mail address required by the Contractor to provide the Services.

2.8. Authorised person – natural entrepreneur, individual entrepreneur or self-employed natural person—payer of the tax on professional income engaged by the Contractor to fulfil the conditions of this Agreement.

2.9. Material – electronic files: videos, text, pictures, graphics, flowcharts, infographics, illustrations, and images, that the Customer receives from the Contactor in the process of the Agreement Implementation.

2.10. Events – events, webinars, and other events held by the Contractor with Customers to fulfil the terms of the Agreement.

2.11. Application – a formalised application for receiving the Services, which the Customer fills during registering on the Site with the indication of his data defined by the Application template.

2.12. This Agreement may use terms not defined in section 2 of this Agreement. Terms shall be interpreted following this Agreement text. Without an unambiguous interpretation of the Agreement term, the understanding should be guided by the generally accepted meaning.

3. SUBJECT OF THE CONTRACT

3.1. Under the conditions defined in this Agreement, the Contractor shall provide Services to the Customer, and the Customer shall pay and accept Services.

3.2. The Customer carries out the types of Services selection.

3.3. The Online-courses library, the Services list provided for each Online Course, the cost, Services duration and other information are available on the Website — https://wayup.in/library and could be changed by the Contractor.

3.4. Terms of provision of Services under this Agreement:

3.5. The functionality of the site is:

3.6. For the Offer acceptance, selection, and reception of the Services, the Customer should:

3.7. In cases where the Customer is a legal entity, every natural person for whom the Customer pays and receives the Services shall be obliged to register on the Site and accept the Offer. The Contracting Party, a legal entity, is obliged to control the implementation of this Agreement clause. The Customer-legal entity shall be liable for possible losses caused to the Contractor by failing to comply with this Agreement paragraph. The Customer-Legal Entity shall have the right to pay for the Services of a natural person only with the consent of such a natural person.

3.8. Upon completion of the Services provided, the Contractor issues a Certificate to the Customer, indicating the completion of the Services receipt. The Certificate discounts the cost of the Services the Customer is entitled to order from the Contractor. All pre-order Services must be received and paid for.

3.9. The Services provided under this Agreement are not educational. The services referred to in this section are electronic services regulated by the legislation of the Estonian Law “Consumer Protection Act”, namely are paid Services provided remotely using information Telecommunication systems upon individual Customer’s request.

4. COST OF SERVICES AND SETTLEMENT PROCEDURE

4.1. The cost of the Services under this Agreement is determined in each Offer of the Online Course placed on the Site and includes taxes:

5. RIGHTS AND OBLIGATIONS OF PARTIES

5.1. The Contractor undertakes to:

5.2. The Contractor has the right to:

5.3. The Customer undertakes to:

5.4. The Customer has the right to:

6. RESPONSIBILITIES OF THE PARTIES

6.1. Parties are responsible for the non-performance or improper performance of obligations under this Agreement and the current legislation of the State in which the Contractor is registered.

6.2. Each Party assumes liability for damages to third parties resulting from its actions.

6.3. Any breach of Articles 5.3.3. and 5.3.4. of this Agreement by the Customer shall be regarded as a fundamental breach of the Agreement. As a result, the Customer loses further the right to receive Services from the Contractor, including paid Services. The Customer is obliged to compensate the Contractor for losses caused by such violation, lost profit of the Contractor, in full. In case of any transmission (and any fact of distribution) of information received by the Customer in connection with the implementation of this Agreement to third parties, including, but not limited to, recording and/or record distributions of Online Courses broadcasts or their parts, without the Contractor’s prior written permission, the Customer shall pay the Contractor a fine of 1000% (thousand per cent) of the cost of the Services paid.

6.4. The Customer is prohibited from copying, modifying, deleting, supplementing, publishing, or transmitting any information (including parts and components of the Classes, Online Courses libraries, programs, and articles) received on the Site.

6.5. If the Customer has not paid the Service fee specified in the Online Course Offer in full and/or on time, the Contractor is entitled to remove the Contract and/or refuse to provide the Services to the Customer and notify the latter.

6.6. In case of breach of terms of the Agreement by the Customer, the Contractor is entitled to suspend the Services provision until the moment when the Customer has eliminated the committed violations and compensation caused damages to the Contractor.

6.7. In case of a breach of terms of the Agreement by the Customer, the Contractor is entitled to suspend the Services provision until the Customer has eliminated the committed violations and to compensate the Contactor damages caused by such a breach in full and/or/ to terminate the Agreement unilaterally, notifying the Customer immediately.

6.8. If the Contractor violates the terms of Services, the Contractor’s responsibility shall be limited to the extension of terms rendering of Services or provision of Services in new terms until their entire performance.

6.9. The Contractor is liable to the Customer only within the limits of the paid but not rendered Services. The Contractor shall be exposed to the Customer only within the boundaries of the Services paid for but not rendered. The Contractor is not liable to the Customer if the Services were not provided through no Contractor’s fault.

6.10. The Contractor is not responsible for the following:

6.11. In case Customer fails to comply with the terms of the Agreement, to familiarise with the Materials within the terms specified in the Personal Account, to attend the Online Course, to perform the tasks the finds are not returned, and the Services are considered to be provided in full.

6.12. Unjustified failure of the Customer to perform tasks is contrary to the Agreement’s purpose and violates the Agreement’s terms, which entails the Contractor's right to terminate the Agreement and the Customer's obligation to accept the termination of the Agreement on the Contractor's initiative.

7. PRIVACY

7.1. Each Party will maintain strict confidentiality concerning the information received from the other Party and will use all possible measures to protect such information from disclosure to third parties.

7.2. “Confidential information”- is not published in free access Material, access to which the Customer receives for a fee, including on electronic media, audio and video recordings, intended for the Customer by the Contractor, as part of the provision of Services under this Agreement. If the Customer permits the dissemination of the specified information, he is liable to the Contractor for losses caused by the confidential information dissemination in the form of a fine, the amount specified in paragraph 6.3. of this Agreement.

7.3. The Contractor reserves the right to include information on providing Services to the Customer in its marketing or corresponding materials. Such information will not identify conditions that were previously not publicly known. The Contractor may disclose the information only in general form and without any reference to the Customer unless otherwise agreed between the Contractor and the Customer.

7.4. The information is not confidential if the Parties have learned or could have known this information before the Customer’s registration in the Personal Account. That is, the data is public and/or publicly known.

7.5. Upon the Offer acceptance, the Customer gives consent to the photo and/or video recording of the Online Course in which he participates, including a video review and written feedback, as well as a link to the social network for marketing purposes. This consent is valid until the Contractor receives the notification from the Customer about the withdrawal of the use of his image/review/link to the social network and e-mail addresses.

7.6. By attending any offline events of the Contractor (seminars, courses, field events, events, and forums), the Customer gives consent to the photography and video shooting of the offline event with the Customer’s participation, as well as television or radio broadcasting offline customer events. In this case, the Customer agrees to use photo and video materials containing the Customer’s image.

8. PERSONAL DATA

8.1. Accepting the Offer, the Customer consents to process of his data by the Contractor (surnames, names, patronymic names, telephone numbers, e-mail addresses, addresses in social networks—personally identifiable information—hereafter "PII") for the execution of the Agreement, and also for the compliance with the requirements of the legislation on countering the legalisation of money obtained by illegal means (hereafter – processing of the PII).

8.2. The processing of the PII includes collection, recording, systematisation, storage, refining (updating, modification), extraction, transfer (distribution granting, access), depersonalisation, blocking, removal, destruction of the PII during the term of the Agreement, and within 3 (three) years after the termination of the Agreement. When using/processing personal data connected with the conclusion, performance, and termination of the Agreement, the Parties undertake to comply with the requirement of the Act on the protection of the PII.

8.3. The Contractor uses the Google Ads system, using Google Navigation Tracking for personalised, user-driven web-based advertising. The IP address is managed by Google Tag Manager using an internal setup. Advertising appears after a search in Google. In addition, the Contractor can combine their advertisements with specific keywords.

8.4. Cookies allow the Contractor to place their advertisements based on previous user visits to the Site. When you click on the Contractor's ad, Google places cookies on the user’s computer. With this technology, Google and Contractor are informed that the potential Customer has clicked on the Contractor’s advertisement and has been redirected to the Site. The information obtained by the potential Customer is used exclusively for statistical evaluation to optimise advertising. The Contractor does not receive any information identifying the Site’s visitors. The statistics provided by Google to the Contractor include the total number of users who have clicked on the Contractor's advertisement and, if applicable, information on whether they have been redirected to the site’s page with a transition label. Based on these statistics, the Contractor can understand which search terms were most often used in advertising.

8.5. The Customer may permit or prohibit receiving cookies. Most browsers automatically accept cookies, but the Customer can change the browser settings to prevent their use. If the Customer blocks the cookie, he will no longer be able to register or use the Site’s interactive features and the software that uses cookies.

9. REGULATION AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

9.1. Objects of intellectual property (hereafter—IP objects)—materials, elements of Site design, as well as the Site and software itself: symbols, logos, texts, graphic images, illustrations, photos, program code, source code, graphic design, content, range of Services, banners, site functionality, tariffs, commercial offers, ideas, concepts and inventions, online courses, registered and unregistered commercial names and trademarks and other objects related to the visual and software part of the Site and Software.

9.2. The Contractor has exclusive proprietary copyrights on all IP objects. The Customer is responsible for any performance of actions by the Customer determined in paragraph 9.3. of the Agreement without the Contractor’s written permission, as stipulated by the current international legislation. Trademarks, logos, markers, services, and trade names (hereafter—Trademarks) presented on the Site or in the materials placed on the Site, are registered or unregistered Contractor’s Trademarks and cannot be used without his written permission.

9.3 The proprietary copyrights of IP objects belonging to the Contractor include, but are not limited to:

9.4. The Customer acknowledges and agrees that the Software, Site and all Materials the Contractor provides for its use contain the Contractor’s IP objects and are protected by law.

9.5. The Customer has no right on his own or with participation by third parties to:

9.6. In case of errors in the Software work or the content placed on the Site, the Customer must inform the Contractor about this at the address specified in the details of the Agreement.

9.7. All IP objects of the Contractor and third parties are protected by the Estonian Copyright Act, the Berne Convention for the Protection of Literary and Artistic Works, the Paris Act of 24.07.1971, amended 02.10.1979, the Universal Copyright Convention of 1952, as well as other international legal and regulatory acts.

10. FORCE MAJEURE

10.1. The Parties are exempt from liability for partial or total failure to fulfil their obligations under this Agreement if this failure was caused by circumstances of force majeure, namely: epidemic, lockdown, actions of state authorities (incl. adoption of legal acts), fire, floods, earthquakes, other natural disasters, lack of electricity and/or computer network failures, strikes, civil disturbances, disturbances, any other circumstances beyond the Parties control, and if these circumstances prevented the implementation of this Agreement.

10.2. The Party whose obligations under the Agreement have been rendered impossible must notify the other Party. If the above events are not reported within 5 (five) calendar days, the Party affected by the Force Majeure event may only refer to it if it prevents the communication from being sent.

10.3. The fact that contractual obligations cannot be fulfilled due to circumstances of irreducible force must be confirmed by a document issued by the Chamber of Commerce and Industry or another competent authority.

11. DISPUTE RESOLUTION PROCEDURE

11.1. The Parties shall take all possible measures to resolve disputes and disagreements arising during the implementation of this Agreement using negotiations.

11.2. The claim procedure for resolving the dispute between the Parties consists in sending a written claim to the e-mail of the Party concerned, with the duplicate claim by registered letter. The period of response to the claim shall not exceed 10 (ten) calendar days from the date of receipt of the claim for the first time.

11.3. If peaceful negotiations do not resolve a dispute or disagreement, it shall be examined following the requirements of the current legislation of the Republic of Estonia in the Harju County Court.

11.4. The Customer is entitled to apply to the competent supervisory institution, the Consumer Protection and Technical Supervision Authority at Pronksi 12, 10117 Tallinn, e-mail: info@ttja.ee.

11.5 The Customer may apply to the Consumer Disputes Commission to settle disputes. The Commission for Consumer Disputes is authorised to resolve disputes arising from contracts concluded between the Customer and the Contractor, which the parties failed to solve by negotiation. For more information about handling complaints, see https://komisjon.ee/et/avalduse-esitamine.

11.6. The applicable law is the substantive law of Estonia.

12. OTHER TERMS

12.1. Any notifications, applications, requests, letters, other communications and information submitted by the Parties to each other shall be in writing and sent by e-mail.
The Contractor's e-mail is reg@wayup.in.
The Customer’s e-mail is indicated at registration on the Site.

12.2. In court proceedings, correspondence between the Parties by e-mail and equality through the Account will be found by the Parties to be sufficient and valid evidence, as will correspondence sent by post or courier.

12.3. The entire performance of the Contractor’s obligations to the Customer is determined by the end of the period allotted for the provision of Services under the selected Online Course under the terms of the corresponding Online Course Application.

12.4. The invalidation of particular provisions of this Agreement shall not invalidate the entire Agreement. In this case, the Agreement shall continue to operate without regard to invalid provisions, and the Contractor shall make necessary changes to the conditions of this Agreement unilaterally.

12.5. The Customer’s Application completed on the Site at the Offer acceptance is an integral part of the Agreement. The Customer confirms that all the terms of this Offer are clear to him and accepts them unconditionally and fully.

12.5. The Customer agrees to be informed about the Events, Online Courses and other Services of the Contractor and/or its partners by mailing to the e-mail address specified by the Customer. This consent is valid for an indefinite period until the Contractor receives on the e-mail addressreg@wayup.inthe notification of the Customer’s refusal to mail.