Public offer agreement

Public offer agreementInformation and advisory services provided WAYUP
21 June 2018

This offer agreement (from now on-Offer) WAYUP OÜ code: 16597201, registered at Harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava in 50-201, 10152, in the person of the director Andii Havrylov, acting following the legislation of the Republic of Estonia, starting now referred to as “Contractor” on the one hand, offers to conclude a contract for the paid information and consulting Services provision, the list of which is contained in the Site athttps://wayup.in/library, on the following terms, with any responding natural person, natural person – entrepreneur, individual entrepreneur, as well as with any legal entity registered and operating following the legislation of any country, which will respond and has the necessary legal capacity, from now on referred to as “Customer”, on the other hand, to conclude this contract of the following.

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:

3.4.2. Online courses:

3.4.1.1. Web designer: explosive start – 10+ hours;

3.4.1.2. Web developer: beginning – 14+ hours;

3.4.1.3. JavaScript: immersion – 8 + hours;

3.4.1.4. Graphic designer: launch – 6+ hours;

3.4.1.5. Web designer: lucky ticket to Thailand – 40+ hours;

3.4.1.6. JavaScript: next level – 40+ hours;

3.4.1.7. Web developer: freelancer code – 50+ hours;

3.4.1.8. Upwork: big game – 30+ hours;

3.4.1.9. Graphic designer: brand vector – 40+ hours;

3.5. The functionality of the site is:

3.5.1. Information on the range and cost of the Services;

3.5.2. Providing the Customer with an opportunity to receive the Services from the Contractor;

3.5.3. Providing the Customer with access to the Personal Account after registration on the Site;

3.5.4. Providing the Customer with the opportunity to control the stages of receiving Services and the Agreement Implementation;

3.5.5. Providing the Customers with support and advice;

3.5.6. Providing the Customer with information about discounts and special Services offers.

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

3.6.1. Press the button “My account” in the upper-right corner of the Site;

3.6.2. In the window “Login or register”, enter the email address, press the “Next” button (arrow), and then fill in the Application;

3.6.3. Before completing the Application, the Customer undertakes to examine this Offer and to note on the Application the fact of the Privacy Policy and the Offer consent ;

3.6.4. After registration in the Personal Account, the Customer can choose, pay for, and receive any Services offered by the Contractor;

3.6.5. The selection of the Service and the information on its cost and payment procedure is indicated in the description of the Service chosen by the Customer;

3.6.6. After selecting and paying for the Services, the Customer shall receive the Services.

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:

4.1.1. Online courses:

4.1.1.1. Web designer: explosive start – free of charge;

4.1.1.2. Web developer: beginning – free of charge;

4.1.1.3. JavaScript: immersion – free of charge;

4.1.1.4. Graphic designer: launch – free of charge;

4.1.2.5. Web designer: lucky ticket to Thailand – cost 986 US dollars;

4.1.2.6. JavaScript: next level – cost 986 US dollars;

4.1.2.7. Web developer: freelancer code – cost 986 US dollars;

4.1.2.8. Upwork: big game – cost 698 US dollars;

4.1.2.9. Graphic designer: brand vector – costs 986 US dollars.

4.2. The Customer is entitled to prepay the entire cost of the chosen Online Course or 50% of its price. If the Customer prepays 50% of the Online Course fee, the Customer undertakes to pay the remaining 50% for 5 (five) calendar days before the Online Course starts.

4.3. Payment for the Contractor’s Services under this Agreement is made in the form of payment in the order and the terms, which are determined per the information provided on the Site, for each Online Course and/or in the Online Course Offer, including, but not limited:

4.3.1. By transferring funds through the payment system Fondy;

4.3.2. By transferring funds through the payment system Wise.

4.4. The cost of the Services does not include any fees charged by banks and/or payment systems for the payment. The Customer pays additional commission costs.

4.5. Services are considered paid when the funds are credited to the Contractor's account.

4.6. In case of payment by bank credit, the Customer must use a bank card in his name. The refund, in cases provided by Offer, is made only based on the personal statement of the bank cardholder, if the account has made payment of this card or the settlement account of the legal entity paying for the Service.

4.7. The cost of the Services paid by the Customer shall not be returned, if after payment of the Services:

4.7.1. The Customer refused the Contractor’s Services less than 5 (five) calendar days before the start of the Course and/or stopped the Online Course before its completion and/or did not complete the Online Course (regardless of the reasons), except as provided in paragraph 4.8.of the Agreement;

4.7.2. The contract may not be executed through the Customer’s fault, as stipulated by the Law of Obligations.

4.8. Money paid by the Customer for the provision of the Services may be returned (the method of funds returning shall be additionally agreed by the Parties orally) in the following cases if:

4.8.1. The Customer has written to the Contractor with a request for the return of the paid funds and has notified about the conditions that excluded his participation in the Online Course not less than 5 (five) calendar days before the start of the Services and/or the start of Online Course, in this case, the money shall be returned to the Customer in full no later than 30 (thirty) working days с after receipt of the Customer's application;

4.8.2. The Customer and/or the authorised person of the Customer wrote to the Contractor with the application for the return of the paid funds and notified about the conditions, which exclude his participation in Online-courses. Conditions may include the confluence of severe family circumstances and/or critical state of health of relatives or the Customer himself (intensive therapy, death, accident), military service of the Customer. The Customer must confirm the existence of these conditions, conclusion/certificate. In such cases, the funds shall be returned to the Customer.

4.9. In case the Customer has not paid the Services in full 5 (five) calendar days before the start of the Services proving or the start of the Online Course, the Contractor suspends the Services provided to the Customer under this Agreement unilaterally and access to the selected Online Course. As the Customer pays the remaining amount for the Online Course, the Contractor resumes the provision of Services under this Agreement, and provides access to the selected Online Course. This paragraph applies to all Online Courses.

4.10. If the Customer has applied for a transfer to another Online Course within 3 (three) calendar days after the chosen and paid Online Course started, the Contractor is entitled to transfer the Customer to such Online Course once. The cost of the Online Course paid by the Customer is included in the price of the new Online Course selected by the Customer. In case of conversion, the amount of the supplement shall be determined by paragraph 4.14 of this Agreement.

4.11. In case the Customer has made a prepayment for a particular Online Course and, before the start of the Online Course, has applied for a change of Online Course stream (period of the Service providing), the Contractor is entitled to transfer the Customer to such stream once. The transfer is carried out by netting the cost of the Online Course paid by the Customer in the cost of the Course selected by the Customer. In this case, the funds returning to the Customer are impossible under the Law of Obligations. In case of conversion, the amount of the supplement shall be determined by paragraph 4.14.

4.12. In case the Customer deposits 100% of the price for a particular Online Course and, during the process of receiving the Online Course, does not confirm the acquisition of skills from the Online Course (did not pass any homework), applies for a transfer to another stream of this Online Course, Contractor is entitled to transfer the Customer to such a stream of Online Course with a netting for the cost paid by the Customer for Online Course and without the Customer’s right to return the money paid for the Services under the Law of Obligations. In case of transfer to another course, the amount of the supplement shall be determined by paragraph 4.14.

4.13. In case the Customer made a prepayment (regardless of the amount) for a particular Online Course and, during the process of receiving the Online Course, does not cope with the learning process (including not passing any homework), applies for a change of flow of this Online Course (period of Services provision), the Contractor is entitled to transfer the Customer to such flow once with a netting for the cost paid by the Customer for Online Course. The Customer is not entitled to a refund. In the case of conversion, the amount of the supplement shall be determined by paragraph 4.14.

4.14. Secondary and following transfers of the Customer to another Online Course flow (period of the Service providing) under the conditions stipulated in paragraph 4.13.2.1. carried out in case of an additional payment by the Customer in favour of the Contractor:

4.14.1. Supplement of USD 150 (one hundred and fifty) for courses:

4.14.1.1. Web designer: lucky ticket to Thailand;

4.14.1.2. JavaScript: next level;

4.14.1.3. Web developer: freelancer code;

4.14.1.4. Graphic designer: brand vector;

4.14.2. Supplement of USD 100 (one hundred) for the course:

4.14.2.1. Upwork: big game;

4.15. Calculating the time for the implementation of the actions envisaged by the Agreement shall be carried out by the Agreement of the parties.

4.16. The Customer's Application for the refund of the paid money shall contain the following:

4.16.1. Contact details of the Customer specified in the Application;

4.16.2. Bank details for the funds transfer, under paragraph 4.6 of this Agreement;

4.16.3. Copies of documents confirming payment;

4.16.4. A copy of the Customer’s passport, including pages with personal data and place of residence, if applicable to the Customer’s specific country of citizenship, or

4.16.5. A copy of a separate document confirming the Customer’s place of registration.

4.17. The Customer's Application for a refund of paid money must be personally filled in, signed by the Customer, scanned and sent to the Contractor by e-mail: reg@wayup.in, and sent by registered mail (with obligatory confirmation of the Contractor in receipt of the letter). When sending the original Customer's Application for a Refund of Paid Funds by Mail or Courier, the Customer is obliged to inform the Contractor by e-mail the number of the postal identifier for tracking the departure on the Internet. In case of violation of the conditions specified in this paragraph, the term of return may be extended by the Contractor at its discretion.

4.18. Any refund to the Customer by the Contractor will be made minus the following:

4.18.1. Fees charged by banks and/or payment systems for payment upon return;

4.18.2. Losses caused by the Customer to the Contractor;

4.18.3. Any possible Customer’s debts to the Contractor.

4.19. If the Customer pays for the Services under this Agreement through the Fondy payment system, the Customer agrees with the Financial Monitoring Rules and the Fondy Payment System Terms & Conditions to stop or deny a financial transaction. If the payment system has destroyed the economic operation or has refused to conduct it, the Customer must notify the Contractor.

4.20. In case the Services under this Agreement are paid by the Customer through the Wise payment system or by transfer of funds to the Contractor's bank account, the Customer agrees with the financial monitoring rules and the right of the Wise payment system or the bank to stop the financial transaction or refuse to conduct it. In case the Wise payment system or the bank has stopped the financial transaction or has declined to achieve it, the Customer undertakes to notify the Contractor about such a circumstance to solve the problem in the manner agreed by the Parties.

4.21. The Contractor may form and conduct campaigns on Services promotions, at its discretion, depending on the change in the market price and demand of the Services, as well as marketing investments in the Services. One promotional Service may have a different discount amount at the beginning and end of sales.

4.22. The Customer is entitled to make a single purchase of one promotional Service. The number of purchases of different promotional Services is unlimited.

4.23. The Customer—legal person, individual entrepreneur, within 10 (ten) working days from the receipt of the service providers act sends the Contractor the signed 1 (one) instance of the service providers act or the motivated refusal to sign the act. In case the Customer does not sign in the term established by this contract clause, the act on rendering services and does not send to the Contractor the motivated written refusal of its signing, the act on rendering services is considered approved, and the Customer accepts the benefits.

4.24. Promotional Services purchased for promotion and discounts of more than 20% cannot be exchanged or refunded. Funds for the acquired promotional Services are not returned, as the Customer prepays the amount equal to the cost incurred by the Contractor in expenses related to the performance of obligations under this Agreement.

4.25. In case the Customer has made a prepayment of full payment for a particular Service before the Contractor has announced the promotions and/or discount for this Service, the Contractor does not return the Customer the difference of the initial cost from the discount price and/or does not exchange the standard Service for promotional.

5. RIGHTS AND OBLIGATIONS OF PARTIES

5.1. The Contractor undertakes to:

5.1.1. Ensure the Services provision qualitatively and within the deadlines stipulated by the Agreement;

5.1.2. Provide the Customer with access to the Personal Account located on the Site and to the Software, which allows studying the material in the form of online classes, videos, interactive exercises and electronic presentations;

5.1.3. Allow the Customer to access the selected Online Course following the characteristics defined in the Online Course Offer in case of the Offer acceptance;

5.1.4. Provide all necessary information on the terms of the Agreement to advise on all issues of the Agreement implementation arising from the Customer during the period of the Agreement (at the Customer's request);

5.1.5. Inform about the rules and requirements for the organisation of Online Courses, Parties’ rights and obligations during the provision of Services on the Site, in the text of this Agreement and/or other methods available to the Customer;

5.1.6. Return to the Customer all the money paid to the Contractor for the Online Course «Upwork: big game» in case:

  • the Customer fulfils all homework, including the conditions for a freelance profile on the Upwork.com site and implementation of the scenario of interaction with clients,

  • it takes within 75 (seventy-five)calendar days from the beginning of the Services and the start of the Online Course “Upwork: big game”,

  • the Customer did not lead to the financial income of the Customer from Upwork.com more than 50 (fifty) USD at the exchange rate at the end of the Services.

This item applies exclusively to the Online Course “Upwork: big game”, published at the link: https://wayup.in/library/course13 . This clause of the Agreement and the clause about returning the total cost of services provided do not apply to other Online Courses offered by the Contractor.

5.1.7. Provide the Customer access to the online lessons of the chosen Online Course and subsequent online training if the Customer successfully performs all the tasks given to him in the previous online training. Online classes are successful if the corresponding mark appears in the Personal Account on the Site. The failure to perform the tasks set by this paragraph entails a unilateral refusal by the Contractor from the performance of the Agreement. Therefore, the Customer’s obligation is to accept a unilateral rejection by the Contractor from the further implementation of the Agreement and the termination of the Agreement on the Contractor’s initiative.

5.2. The Contractor has the right to:

5.2.1. Change the Services’ cost, the services rendered list, and the terms of this Agreement at its discretion without prior agreement with the Customer. The Customer is responsible for familiarisation with the new terms;

5.2.2. Add the Customer’s e-mail address and the phone number specified at the time of registration to the mailing list of letters, messages, and other offers for further cooperation;

5.2.3. Keep in the Contractor's favour the money deposited by the Customer to pay for the Services in full in case the Customer refuses to accept the Services ordered and paid for, except the cases provided in this Agreement, regardless of the reasons for refusal of the Services offered and/or Online Course termination, irrespective of the grounds;

5.2.4. Return to the Customer the paid money based on the application for the funds return received from the Customer, in the cases determined in this Agreement;

5.2.5. Terminate the Services provided under the Agreement, without return of the paid funds to the Customer, in case of violation by the Customer of the conduct rules of (advertisement, obscene abuse) and/or if Customer’s actions or circumstances created by the Customer, threaten or can threaten the confidentiality of Online Course Materials and the process of Services providing. The Customer undertakes to accept the unilateral refusal of the Contractor from further Agreement performance and termination on the Contractor’s initiative;

5.2.6. Modify the terms of the Agreement and/or withdraw the Agreement at any time at its discretion and in the event of amendments to the Agreement. Such changes shall enter into force from the moment of posting the amended text of the Agreement on the Site, if no other date of entry into force is specified at that location;

5.2.7. Suspend the provision of Services to the Customer under this Agreement unilaterally and block further access to Online Courses in case of non-compliance by the Customer with the terms of the offer “In search of a New Year's miracle”, as well as 5.3.6. and 5.3.7. of this Agreement;

5.2.8. Suspend the provision of Services to the Customer under this Agreement unilaterally and block further access to the Online Course if the Customer fails to perform tasks within 7 (seven) working days . If the Customer notifies the Contractor of the reasons preventing the completion of the Online Course, and the Contractor recognizes these reasons as valid, the provision of the Services is resumed, and access to the Online course is unlocked. Also, if the Customer or a person for whose benefit the Online Course has acquired the course did not have time with the initial group to pass the Online Course. The Contractor’s verification of the tasks that the Customer did not have time to do, can be carried out only after additional payment for additional Services because the confirmation of the tasks after the Online-work is finished is not included in the initially paid Services;

5.2.9. Suspend the provision of the Services to the Customer under this Agreement unilaterally and block further access to the Online Course in case of repeated violations of the deadlines for the completion of tasks if their performance is determined in the Online Course program. In this case, access to the Online Course will be blocked until the Customer lets the Contactor know the reason for the failure of the tasks.

5.3. The Customer undertakes to:

5.3.1. Provide accurate personal data in the Application form upon registration on the Site;

5.3.2. Inform the Contractor thereof within 3 (three) working days from the moment of a change of personal data specified in the Application. In case of failure to comply with the requirements of this paragraph, the Customer bears the risk of negative consequences for the Parties within the framework of the Agreement implementation;

5.3.3. Pay Services on time to the Contractor in the amount and in the time prescribed by the Online Course Offer, as well as this Agreement;

5.3.4. Do not copy, sell, or distribute for any purpose information, materials and other results of the Contractor's intellectual activity, which became available to the Customer during the Services provided and are not recorded on audio and/or video media. If the Customer permits the copying and/or distribution and/or sale of such information and materials, the Customer is liable to the Contractor for losses, including lost profit, in the amount specified in paragraph 6.3. of the Agreement;

5.3.5. Timely pay for Services of the Contractor in the amount and terms established by this Agreement;

5.3.6. Determine the terms of receipt of the Services no later than the start of the nearest Online Course in the case of ordering several Online Courses. While this paragraph of the Agreement applies to any number of Online Courses, but no more than three, selected by the Customer when making a prepayment and/or full payment for the Services;

5.3.7. Notify the Contractor within 7 (seven) working days if there is no ability to do homework during the Online Course. This paragraph is governed by paragraph 5.2.8. and paragraph 5.2.9. of the Agreement.

5.4. The Customer has the right to:

5.4.1. Refuse mailing by the Contractor by following the link indicated in the e-mail;

5.4.2. Obtain good quality services in the amount stipulated in the Agreement;

5.4.3. Apply to the Contactor with an application for the return of the money paid for the Services provided Services, in the cases provided by this Agreement;

5.4.4. Choose comfortable terms for receiving Services before the start of the Online Course, but not later than through one Online Course stream.

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:

6.10.1. When Customer fails to acquaint with Materials, to submit the activities determined in the Agreement for not justified reasons and without written notification about justifiable reasons;

6.10.2. When the Customer and/or the person for whose benefit the Online Course is purchased fail to use Personal account possibilities;

6.10.3. Improper Services provision if it was caused by the lack of reliability, insufficient or untimely information provided by the Customer, as well as due to other breaches of the Contract by the Customer;

6.10.4. The Customer’s subjective negative assessment of the Services rendered by the Contractor shall not constitute grounds for considering the Services not rendered or not provided correctly.

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.

8.6. Customer's PII is automatically collected when using the Site thanks to other technologies, namely:

8.6.1. Google Analytics:

8.6.1.1. Browser and operating system;

8.6.1.2. IP address;

8.6.1.3. Total time on the Site or individual pages of the Site;

8.6.1.4. Where the user came from;

8.6.1.5. The device used to access the Site;

8.6.1.6. The screen size of the device used to access the Site;

8.6.1.7. Whether flash or Java is installed;

8.6.2. Google Tag Manager gets information about running tags;

8.6.3. Facebook Pixel collects information about the HTTP header (standard web protocol), including the following information:

8.6.3.1. IP address;

8.6.3.2. Browser;

8.6.3.3. Page address;

8.6.3.4. Document of the person who uses the Site;

8.6.3.5. Buttons that the Customer has pressed on the Site and what has resulted in their presses;

8.6.3.6. Information about integration with special events configured by the Contractor.

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:

9.3.1. Publish, reproduce, reprocess, adapt, decompile, translate and other changes;

9.3.2. Publicly demonstrate that anyone has access to IP objects at any time;

9.3.3. Lease of the original or copies of IP objects by the first sale and other means;

9.3.4. Export and import IP objects;

9.3.5. Freely sell IP objects in any form;

9.3.6. Freely choose locations and sell IP objects;

9.3.7. Use IP objects for advertising products and Services, for an unlimited period and without territory limitation (at least the entire term of such property intellectual property rights);

9.3.8. Authorise or prohibit the use of IP objects in general and/or in part, in any form and by any means by others;

9.3.9. Prevent the misuse of IP objects, including the right to prohibit such use;

9.3.10. Other property rights to IP objects are provided in existing international legislation.

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:

9.5.1. Copy (reproduce) in any form and in any way the software programs and databases, including any elements thereof and the content of the Site, without the prior written consent of their owner;

9.5.2. Interfere with Software to obtain software codes, credentials, and customers’ passwords;

9.5.3. Reveal technology, emulate, decompile, disassemble, decrypt, and perform other similar actions with Software;

9.5.4. Create software products and/or services using Software without the Contractor’s prior permission.

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.

13. CONTRACTOR DETAILS

WAYUP OÜ

Address: Harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava tn 50-201, 10152

Code: 16597201

Director: Andrii Havrylov