1. TERMS AND DEFINITIONS
1.1. "Course" – the online course "International Massage Teacher". The Course consists of: 6 (six) lessons in video format and in the form of text files, as well as a test for each lesson for the assimilation and understanding of the material. Upon completion of the Course, subject to the successful completion of tests for the lessons of the Course, the Customer is issued a certificate of completion of the Course.
1.2. "Client" – any legal entity or individual wishing to conclude a subscriber agreement with the Contractor for providing access to the online course "International Massage Teacher" on the conditions specified herein;
1.3. "Contractor" – RED Spa Consulting Limited Liability Company, OGRN 1147746179030
1.4. "Site" – the website of the Contractor international-teacher.online;
1.5. "Access Term" – 3 (three) calendar months from the date of payment for access to the Course to the Contractor.
1.6. Other terms and definitions not disclosed in this section of the Agreement are used in the common sense for contracts of this type.
2. GENERAL PROVISIONS
2.1. This public offer (hereinafter referred to as the "Offer", "Agreement") is the Contractor's official offer to any Client to conclude a subscriber agreement with the Contractor to provide access to the Course under the conditions specified herein, and contains all the essential conditions of the Agreement.
2.2. The Client accepts this Offer by paying for the Contractor's services in the amount indicated on the Contractor's website. In accordance with clause 3, article 438 of the Civil Code of the Russian Federation, the Agreement is considered concluded at the moment when the Contractor receives payment from the Client.
2.3. By accepting this Offer, the Client unconditionally agrees with its terms and conditions and all additions to it.
2.4. The Contractor has the right to make changes to this Offer at any time without notifying the Client. The Client is not entitled to invoke ignorance of the conditions (changed conditions) of the provision of services as a basis for exemption from any liability that may arise in connection with the provision of services by the Contractor.
2.5. This Offer comes into force from the moment it is posted on the Site at: international-teacher.online and is valid for an indefinite period.
2.6. The Contractor has the right to amend the terms of this Offer at any time at its discretion by posting the amended text of the Offer on the Site.
2.7. The Contractor has the right to revoke this Offer at any time by deleting it from the Site.
2.8. Contract concluded with Client prior to the changes or withdrawing this Offer remain valid for the Parties on the terms and conditions that were in force at the time of acceptance of the Offer by the Customer.
3. SUBJECT MATTER AND PRICE OF THE AGREEMENT
3.1. The Contractor undertakes, when received payment for the Course, to provide the Client with subscriber access to the Course for the Access Term by informing the Client of a personal login and password for accessing the Course in his personal account on the basis of the Moodle platform.
3.2. This Agreement is a subscription agreement (an agreement with execution upon request) under the meaning of Art. 429.4 of the Civil Code of the Russian Federation. In accordance with this Agreement, the Client acquires subscription access to the Course for the Access Term at the price set on the Contractor's Site, against the right to require the Contractor to provide access to the Course in the established quantity or volume. To conclude this Agreement, the Client is obliged to pay access to the Course, regardless of whether he requested the appropriate performance from the Contractor or not. The Client understands and agrees that he is not entitled to demand a refund of the money paid to the Contractor under the Agreement on the basis that he did not use the Course during the Access Term.
3.3. The detailed program of the Course, the cost of participation in the Course (tariffs of the Contractor) are indicated on the Website of the Contractor.
3.4. The Contractor provides the Services in person or with the involvement of third parties. For Services rendered with the involvement of third parties, the Contractor is responsible as if rendered personally.
4. SPECIAL CONDITIONS
4.1. Services are provided for personal use by the Client. It is forbidden to transfer the login and password for gaining access to the Course to third parties for sharing the Course without special permission of the Contractor. The Contractor reserves the right to disconnect from access to the Course a person who indicated incorrect access details or indicated access details of a participant who had previously registered on the Site.
4.2. The exclusive right to the materials of the Course belongs to the Contractor. The Client is prohibited from distributing (publishing, posting on Internet sites, copying, transferring or reselling to third parties) for commercial or non-commercial purposes the information and materials provided by the Contractor to the Client, creating information products on its basis, and also using this information for any or otherwise, except for personal use. For violation of this prohibition, the Client shall bear civil and administrative liability in accordance with the current legislation of the Russian Federation.
5. PROCEDURE FOR THE PROVISION OF SERVICES
5.1. To gain access to the Course, the Client shall register on the Site and fully pay for the Course.
5.2. Services shall be provided to the Client in full only if they are fully paid in advance.
5.3. After confirming payment of access to the Course by the Client, the Contractor shall:
5.3.1. provide access to the Course to the Client,
5.3.2. send to the Client's e-mail specified at registration a message containing a link, login and password to participate in the Course, whereas the Contractor shall not be responsible for the loss by the Client of the login and password required to access the Course.
5.3.3. provide access to the group in Telegram, where the Client can ask the curator a question on any lesson of the Course or communicate with other participants of the Course.
5.4. Every two weeks, the Contractor shall conduct online webinars with teachers for all participants of the Course on the most common issues, difficult situations and putting knowledge into practice.
5.5. Access to the group in Telegram and online webinars shall be open to all participants of the Course from the moment they were provided with access to the Course and shall not be limited or terminated with the expiration of the Access Term.
5.6. After each lesson of the Course, the Contractor shall send the home task to the Client, aimed at consolidating the knowledge gained and their practical application. Home task is not required to obtain a certificate, but is recommended for maximum mastery of the course materials.
5.7. To participate in the Course, the Client needs the following set of software modules and hardware:
- supported browsers - Mozilla Firefox 75 and higher, Google Chrome 80 and higher;
- Internet connection speed - not less than 1 Mbps;
- Pop-up blocking and banner ads should be turned off;
- speakers or headphones are needed to hear the speaker.
The Client shall to independently ensure the uninterrupted operation of the Internet channel, equipment and software, as well as the observance of the above technical requirements for its part during the Access Term to the Course. The Contractor shall not be liable to the Client for the impossibility of the Client's participation in the Course in whole or in part if the Client fails to comply with the above technical requirements, for reasons related to the disruption of the Internet channel, equipment or software by the Client.
5.8. The Contractor has the right to make changes and the program of the Course unilaterally by publishing the relevant information in a new edition on the Site. Corresponding changes shall come into force from the moment of their publication.
5.9. After the end of Services for providing access to the Course and provided that the Client correctly passed the tests after each lesson as part of the Course, the Contractor shall issue a corresponding certificate to the Client. If the Contractor shall not receive from the Client within 1 (one) business day from the date of receipt of the certificate the written motivated claims for the quality, timing, volume of the Services, the Services shall be considered fully accepted by the Client.
6. AGREEMENT PRICE AND PAYMENT PROCEDURE
6.1. The cost of participation in the Course is determined according to the tariffs of the Contractor posted on the Site, VAT is not taxed (in accordance with paragraph 2 of Article 346.11 of the Tax Code of the Russian Federation).
6.2. The prices for the services of the Contractor are set in Euro or USA dollars. Payment for the Contractor's services shall be made by 100% prepayment in Russian rubles, by transferring funds in the amount specified in clause 6.1. hereof, in the manner specified in clause 6.3. hereof, at the rate established by the Provider on the payment date.
6.3. The Client pays for access to the Course using the Robokassa system, Yandex.Kassa, QIWI and / or another provider (hereinafter referred to as the "Provider"), which allows the Client to pay for the Services in real time via Internet using the methods provided for by such a system. In this case, the Client's payment obligations shall be deemed fulfilled in case of a positive result of payment authorization in the Provider's system. The information on the payment system of the Provider about the payment made shall be considered the proof of the payment. The Contractor shall not control the hardware-software complex of the Provider's payment system and shall not be responsible for errors in such a hardware-technical complex. If, as a result of such errors, the Client's funds were debited, but the payment was not authorized by the Provider's system, the Provider shall be liable for the return of funds to the Client. The Contractor shall have the right to change the electronic payment Provider at any time by notifying the Client about this on the Site.
6.4. The Client is solely responsible for the correctness of the payments made by him.
7. RESPONSIBILITY OF THE PARTIES.
SETTLEMENT OF DISPUTES
7.1. For failure to fulfill or improper performance of the terms of this Agreement, the Parties shall be liable in accordance with the current legislation of the Russian Federation.
7.2. If the Contractor shall not fulfill or improperly fulfill his obligations to provide access to the Course, the Contractor's liability shall be limited solely to the correction of a technical error, which entails the inability to provide access to the Course, about which the Contractor shall notify the Client on the Site.
7.3. The Contractor is not responsible for the level of knowledge, the success of mastering the materials and lessons of the Course, the level of practical skills acquired by the Client, for the degree of usefulness, novelty and relevance of the materials of the Course for the Client. The Client hereby understands and agrees that the success of the practical application of the knowledge gained by him in the Course depends on his diligence in mastering the course materials, completing homework, practicing practical skills, personal inclinations, talents, and abilities.
7.4. In case of non-fulfillment or improper fulfillment by the Client of his obligations to pay for the Course, the Contractor has the right to refuse to fulfill the Agreement and demand compensation for losses.
7.5. In the event of any contradictions under this Agreement or in connection with it or its violation, termination or validity, the Parties shall make efforts to resolve such disputes in an out-of-court (claim) order.
7.6. For the purposes of this Agreement, an out-of-court (claim) procedure shall be recognized as sending by the applicant party by post with a notification of delivery and a list of the attachment of the claim, which shall be considered by the other Party within 10 (Ten) business days from the date of its receipt. The claim shall determine the subject of the claims, the amount of the claim and its reasonable calculation, if the claim is subject to a monetary assessment, the circumstances on which the claims are based, evidence supporting such claims, references to relevant legislation, and other information necessary to resolve the dispute. The claim shall be accompanied by duly certified copies of documents confirming the stated requirements (if the specified documents are not available from the Party – the recipient of the claim).
7.7. Party - the recipient of the claim within the time period specified in clause 7.6. of the Agreement, shall inform the other Party about the results of the consideration of the claim by sending a response indicating the procedure for full or partial satisfaction of the claim or full or partial motivated refusal.
7.8. If, within the time period specified in clause 7.6. hereof, the recipient Party will send a response to the claimant party that does not allow to resolve the dispute on the merits or does not provide an answer, the claimant Party, after 14 (fourteen) calendar days from the date the claim is considered to expire apply to the competent court of the Russian Federation for the protection of the violated right. Applicable law is the law of the Russian Federation, the language of the proceedings is Russian.
8. FORCE MAJEURE
8.1. The Parties shall be exempted from partial or full fulfillment of obligations hereunder if this non-performance was the result of force majeure that arose after the conclusion of this Agreement as a result of extraordinary circumstances that the Parties could neither foresee nor prevent by reasonable measures. Force majeure events include events on which the participant cannot influence and for which he is not responsible, for example: flood, fire, earthquake, epidemic, terrorist act, war or regional conflicts, local power outages, including from suppliers Internet Services and Providers, government regulations or orders of government agencies that make it impossible to provide access to the Course.
8.2. Upon the occurrence of the indicated circumstances, the Party for which the impossibility of fulfillment of its obligations arose shall notify the other Party in writing of them within 1 (one) business day. The notification should contain data on the nature of the circumstances, the estimated duration and termination of the circumstances, and, if possible, an assessment of their impact on the fulfillment by the Parties of their obligations under this Agreement. The Contractor has the right to post relevant notifications on the Site.
8.3. The Parties are entitled to agree on a new Access Term or terminate the Agreement by mutual agreement of the Parties if they deem it inappropriate to postpone the Access Term. In cases where the specified circumstances and their consequences continue for more than 2 (two) months, the Parties are entitled to agree on alternative ways of fulfilling this Agreement.
9.1. For the purposes of this section, the Contractor is hereinafter referred to as the "Disclosing Party", and the Customer is referred to as the "Recipient".
9.2. The Disclosing Party may disclose to the Recipient information constituting the contents of the Course, which is the property of the Disclosing Party and has been disclosed to the Recipient earlier, at the moment or subsequently (hereinafter - "Confidential Information").
9.3. Information is considered confidential provided that such information has actual or potential commercial value due to its unknowingness to third parties; such information is not legally available; and the holder of such information shall take appropriate measures to ensure its confidentiality.
9.4. The Recipient shall:
9.4.1. Keep strictly confidential and not disclose to third parties in whole or in part Confidential information disclosed to the Recipient, using the same degree of protection that he usually applies to protect his own information of the same degree of importance;
9.4.2. Use Confidential Information exclusively for the achievement of the purposes specified in this Agreement and in no way, directly or indirectly, without prejudice to the Disclosing Party; however, it is assumed that the Recipient may fully or partially disclose confidential information to its representatives or employees who need to know such information for the purposes specified in this Agreement; it is assumed that
(a) each of such representatives or employees has been notified by the Recipient of the confidential nature of Confidential Information, received from the Recipient instructions on the need to maintain confidentiality with respect to Confidential Information and its use exclusively for the purposes specified in this Agreement, and
(b) The Recipient is in any case liable for any violation of the terms of this Agreement by its representatives or employees;
9.4.3. Do not disclose Confidential Information or any other derivative information related to it to third parties without the prior written consent of the Disclosing Party;
9.4.4. Do not copy or disclose the technology of any such Confidential Information without the prior written consent of the Disclosing Party.
9.5. The Disclosing Party, without granting the Recipient any rights or licenses, agrees that the above obligations of the Recipient do not apply to any information that:
9.5.1. Is or becomes available to the general public;
9.5.2. Was at the disposal of the Recipient or was known to him prior to disclosure by the Disclosing Party;
9.5.3. Was lawfully disclosed to the Recipient by third parties;
9.5.4. Has been otherwise disclosed in accordance with law or regulation; or
9.5.5. The Recipient may document that such information was obtained independently without using any Confidential Information.
9.6. At the request of the Disclosing Party, the Recipient and its representatives shall return to the Disclosing Party all documents and other media provided to it and its representatives by the Disclosing Party or on its behalf, being Confidential Information, including all copies of such documents and information carriers. If such a request is received, the Recipient shall destroy all other documents that are Confidential Information that cannot be returned, and submit to the Disclosing Party a document signed by the representative of the Recipient, confirming the destruction of such information, which the representative itself witnessed.
9.7. The Disclosing Party and the Recipient hereby declare on their own behalf that, by concluding this Agreement, entering into discussions with each other, disclosing information to each other or signing any agreements directly or indirectly related to this Agreement, they do not and will not violate any and all express or implied obligation to any third party.
9.8. Confidentiality obligations do not apply to information that the Parties are required to disclose under the laws of the Russian Federation at the request of public authorities.
9.9. In case of violation by the Parties of the confidentiality conditions, as a result of which the Disclosing Party suffered property damage and / or damage to business reputation, the guilty Party shall compensate the documented damage caused, and pay a fine in the amount of 100,000 (One hundred thousand) rubles. The payment term shall be indicated in the corresponding notification, which the affected Party shall send to the guilty Party within a reasonable time.
9.10. The term for the protection of Confidential Information is limited by the Parties for a period of 3 (three) calendar years from the day following the expiration date of the Agreement.
10. PROCESSING OF PERSONAL DATA
10.1. Since, in the process of executing this Agreement, the Contractor can have an access to the personal data of participants of the Courses, the Contractor shall process such personal data in compliance with the requirements of the Federal Law of July 27, 2006 No. 152-FZ "On Personal Data", including:
• process such personal data solely for the purpose of providing services under this Agreement;
• process personal data exclusively in the following scope: last name, first name, phone number, email address of the participant of the Courses, name of the company in which the participant of the Courses works or owns, and make reasonable efforts to ensure the sufficiency of the processed personal data, their compliance with the declared purposes of processing, as well as the lack of redundancy of such personal data in relation to the purposes of their processing. The period of storage of processed personal data shall be limited by the periods of registration of the Client on the Site;
• take the necessary technical and organizational measures to prevent unauthorized or illegal processing of personal data, as well as their accidental loss or destruction;
• when intending to involve a third party in the processing of personal data, obtain prior written consent from the subject of personal data. If such consent was given, the relevant contract between the Contractor and the third party should provide for the same amount of third party responsibilities regarding the processing of personal data as the amount of Contractor's obligations to the Client, provided for by this section of the Agreement;
• not carry out cross-border transfer of personal data;
• immediately inform the Client about any request from a third party for access to its personal data and provide the Client with a copy of such a request;
• immediately notify the Client of any cases of unauthorized or illegal processing that became known to the Contractor, as well as the accidental loss or destruction of personal data. The Contractor shall also notify the Client of any circumstances that raise reasonable suspicions that such unauthorized or illegal processing or the accidental loss or destruction of personal data has occurred or may occur. In these cases, the Contractor shall provide the Client with a detailed report and all necessary assistance in investigating the incident, as well as take measures to resolve the current situation and prevent this in the future;
• at any time at the request of the Client, stop processing personal data and destroy them.
10.2. The Client is responsible for the completeness and accuracy of the information (including personal data of the subjects of personal data) provided to the Contractor. In case of changes in the information provided to the Contractor, the Client shall notify the Contractor of the changes made within 10 (ten) calendar days from the date of entry into force of the relevant changes. The Client shall carry all the risks associated with the lack of relevant information by the Contractor independently and in full.
11. PROTECTION OF EXCLUSIVE RIGHTS OF THE CONTRACTOR
11.1. Due to the fact that the information provided by the Contractor to the Client is the subject of the Contractor's copyright ("know-how"), the Contractor retains the exclusive right to the photo and video materials shown to the Client while viewing the Course materials.
11.2. The Client is granted a non-exclusive right to limited publication in social networks, personal blogs of textual information about the Course in order to inform third parties about the Course in an amount that will be sufficient for interested parties to make an overview of the Course, but not to gain from such a publication the content of the Course.
11.3. The Client is forbidden to record the contents of the Course, to take screenshots of a computer screen or other device on which the Course is demonstrated.
12. TERM OF THE AGREEMENT AND ORDER OF ITS CANCELLATION
12.1. The Agreement shall enter into force on the date the Contractor receives payment from the Client for the Course, and is valid until the Parties fully fulfill their obligations hereunder.
12.2. The termination of this Agreement and / or its cancellation shall not exempt the Parties from the need for the final fulfillment of mutual obligations arising in the course of this Agreement, including liability for the improper fulfillment of these obligations.
12.3. The Agreement may be terminated by the Contractor in cases established by this Agreement and the current legislation of the Russian Federation.
12.4. The Contractor has the right to terminate this Agreement with the consent of the Client, or in the event of:
12.4.1. violation by the Client of the terms of this Agreement;
12.4.2. impossibility of completing the provision by the Contractor of the Services provided hereby, which arose as a result of the failure by the Client to provide the data necessary for the provision of the Services, including personal data, and other non-fulfillment by the Client of his obligations stipulated hereby, on the need for the performance of which the Client was notified in writing (in particular, by e-mail) in advance by the Contractor.
12.5. From the beginning of the event specified in clause 12.4 hereof, until the elimination of violations or obstacles by the Client, full or partial fulfillment by the Contractor of obligations hereunder remains at the discretion of the Contractor. During this period, the Client shall not be entitled to demand the full or partial provision of the Services by the Contractor. The Client shall not also be entitled to claim any compensation for expenses, damage and / or lost profits caused by the suspension of the provision of the Services by the Contractor.
12.6. The Contractor shall not be liable for any damage, loss or expense incurred by the Client as a result of termination of this Agreement or suspension of the provision of the Services in accordance with clause 12.4 hereof.
13.1. None of the Parties to the Agreement has the right to transfer its rights hereunder to a third party without the written consent of the other Party, with the exception of cases of reorganization of a legal entity.
13.2. All changes and additions to the Agreement shall be considered valid and be integral parts of the Agreement only when concluded in writing by drawing up one document and signed by authorized representatives of both Parties.
13.3. The Agreement contains all the agreements between the Parties regarding the subject of the Agreement and cancels and invalidates all other oral and written obligations and statements of the Parties that took place before the signing of the Agreement. There are no other representations, warranties, conditions and arrangements between the Parties regarding the subject matter of the Agreement, other than those expressly indicated in the Agreement.
13.4. If any provision of the Agreement is or becomes for any reason invalid, unenforceable, or illegal, this does not affect the validity and enforceability of all their other provisions. In this case, the Parties shall conduct negotiations in good faith with a view to introducing amendments to this provision so that after its amendment it is valid and legal and reflects, to the extent possible, the initial intentions of the Parties with respect to the issue raised in it.
13.5. Failure of any Party to take measures to protect one or another of its rights/interests under the Agreement, failure to exercise such a right/interest or the absence of a requirement to comply with any provision or condition of the Agreement in a situation where there are circumstances in which such a right/interest or condition be realized, shall not entail the termination of this right/interest and impede the ability of the Party to exercise such a right/interest in the future, including on the same grounds, and also shall not justify a similar non-fulfillment any such terms or conditions by the other Party hereinafter. The refusal is valid only if it was sent in writing and signed by the refusing Party.
13.6. All messages and offers, as well as any other documents related to this Agreement, can be sent to the postal and electronic addresses of the Parties and are appropriate if they allow the sender to be identified (for example, contain the name, email address, contact details of such a person). The Parties agreed to apply to the signing of the documents constituting the content of electronic correspondence, the rules on a simple electronic signature, considering as such a simple electronic signature the addresses of the mailboxes indicated in the details of the Contractor and contained in the data about the Client, equating such simple electronic signatures with the analogue of a handwritten signature Parties, and documents in electronic form – to analogues of documents on paper. The Parties shall keep the keys of their electronic signatures confidential.
13.7. For all issues not regulated by this Agreement, the Parties shall be governed by the current legislation of the Russian Federation, in particular the Civil Code, the Federal Law "On Personal Data", and the Federal Law "On Electronic Signatures".
14. CONTRACTOR'S DETAILS
Limited liability company "RED SPA CONSULTING"
LLC "RED SPA CONSULTING"
Address: 123007, Moscow, sh. Khoroshevskoe, house 19, apt. 24
Tel.: +7 963 688 14 01