Offer agreement

FOR THE PROVISION OF
NON-EXCLUSIVE RIGHTS
TO USE THE ONLINE PLATFORM

1. GENERAL PROVISIONS

1.1. This Offer Agreement (hereinafter referred to as the Agreement) determines the procedure for the provision of non-exclusive rights to use the Amakids Online Platform under the Agreement, as well as mutual rights, obligations and the procedure for relations between the Limited Liability Company “Amakids Group” (LLC “Amakids”), hereinafter referred to as "Aggregator" on one side, represented by General Director Utesheva Guzel Shamilevna, acting on the basis of the Charter, and a consumer of services (any individual or legal entity), hereinafter referred to as the "User" on another side, who has accepted offer to conclude this Agreement by payment for the services of the Aggregator or the actual consumption of the services of the Aggregator, jointly referred to as the "Parties".

1.2. In accordance with Art. 435 of the Civil Code of the Russian Federation, the following proposal is a Offer Agreement (hereinafter referred to as the Agreement), full and unconditional acceptance of the conditions, which, according to Art. 438 of the Civil Code of the Russian Federation is the Client's payment for the services of the Aggregator in the manner specified in this Agreement.

1.3. The acceptance of the offer means that the User agrees with all the provisions of this offer, and is tantamount to the conclusion of this agreement in writing. The date of the conclusion of the Agreement is the date of registration of the User on the Amakids online platform or payment by the User.

2. DEFINITIONS AND TERMS

Website - an Internet resource containing information about the Amakids Online Platform and Courses, as well as the procedure for provision of non-exclusive rights to use the Online Platform, posted on the Internet at http://amakids.ru.

Online platform Amakids (hereinafter referred to as the Online Platform) - a multifunctional Online platform in Russian language, located on the Internet at https://platform-amakids.eu. User interface of the Online Platform - is a software interface for interaction between the User and his Clients through the Online Platform, which provides the possibility of their remote interaction via the Internet, including but not limited to (used if provided by the Course program): audio and video communication, lesson plans, online simulators and educational games, a CRM system (managing the schedule of training sessions by trainers, compiling and checking Clients' homework assignments, setting up interactive online simulators for the material studied within the Course, online payment for services, etc.) and an online quality control system for classes. The User's access to the interface of the Online Platform is carried out after his Authorization through the Internet browser or the Amakids Application (used if provided by the Online Platform).

  • Full name of the trainer (s) providing services to the Clients;
  • Full name of Clients studying with the User using the Online Platform;
  • E-mail addresses and telephone numbers of trainers and Clients for communication with them;
  • Statistics data and other information in relation to the Client and the trainer required by the User to provide them with the Services using the Online Platform.

Course - the author's program (methodology) of the Aggregator, which consists of a number of distance learning lessons using the Online Platform, information about which is posted on the Website and in the Personal Account on the Online Platform.

User - an individual entrepreneur, legal entity or individual who is the customer of the services of the Aggregator under this Agreement and is responsible for all actions performed through the User interface of the Online Platform.

Client - an individual or legal representative of a minor who has entered into an agreement with the User on the provision of services using the Online Platform and to whom the User has provided access to the Client's Personal Account (type of access "Student") on the Online Platform.

Confidential information - any information, in any form and on any drive, to which the User / Client has access in accordance with this Agreement.

Amakids app & Software - it is a software product for mobile devices (Android and iOS) and computer software (Microsoft Windows),  the functionality and interface of which is designed to work on the Online Platform via a touch screen or buttons of a mobile device (used if provided by the Online Platform) or by the use of PC. Authorization data - data for accessing the Online Platform, including a link to the Online Platform, login and password, allowing to identify and authorize the User, which the User receives within 2 working days after making payment under this Agreement;

Authorization - the procedure for entering Authorization Data in the Client interface of the Online Platform, performed in order to identify the User / Client and gain access to the Personal Account for using the Online Platform.

Technical support - elimination of technical malfunctions arising in the area of ​​responsibility of the Aggregator in connection with the provision of non-exclusive rights to use the Online Platform.

Registration payment - a one-time fixed non-refundable sum of money, which is paid to the Aggregator for the provision of non-exclusive rights to use the Online Platform with the selected Course, the amount of which is set in the Aggregator's Price List posted on the Website and in the Personal Account on the Online Platform.

Subscription fee - a non-refundable periodic fee paid to the Aggregator for using the Online Platform with the selected Course, the amount of which is set in the Aggregator's Price List posted on the Website and in the Personal Account on the Online Platform.

Amakids online Aggregator’s Price list (hereinafter referred to as the Price list) – a structured list of the cost with Registration Fee and the Subscription fee for the Courses and other services of the Aggregator, which is provided to the User together with this Offer Agreement and is posted in the Personal Account on the Online Platform.

3. SUBJECT OF THE AGREEMENT

3.1. The subject of this Agreement is the provision of services with non-exclusive rights to use the Online Platform by the Aggregator to the User and its Clients on the terms of this Agreement.

3.2. After the User pays for the Registration payment with the selected Course, the Aggregator provides the User with remote access to the Online Platform for the paid Course by sending Authorization Data to the User's e-mail address to enable Authorization on the Online Platform.

3.3. Access to the Client's Personal Account on the Online Platform is provided by the Aggregator on the basis of prepayment by the User or the Client of a subscription fee for using the Online Platform at the selected Course by sending Authorization Data to the User's and / or Client's e-mail address to enable Authorization on the Online Platform.

4. COST AND PAYMENT PROCEDURE

4.1. Payment for the Registration Fee for the selected Course is made by the User transferring funds to the Aggregator's current account in the amount of 100% (One hundred percent) of the Registration Fee specified in the Aggregator's Price List.

4.2. The subscription fee for using the Online Platform for each Client is made by transferring to the Aggregator's account 100% (One hundred percent) of the Subscription fee for each Course specified in the Aggregator's Price List.

4.3. In order to fulfill the obligations under this Agreement, all payments are made in any currency by bank transfer, in particular by bank transfer or other legal method accepted by the Aggregator and specified in the Personal Account on the Online Platform. The choice and use of the payment method is made by the User or the Clients at their sole discretion without any liability of the Aggregator.

4.4. Payment is considered made from the moment the Aggregator receives a confirmation from the bank about the receipt of the entire payment amount to the Aggregator's current account. In some cases, at the Aggregator's sole discretion, confirmation of the fact of payment can be: a) a scanned copy of a payment order for non-cash payment; b) verification by the Aggregator of the fact of payment in his favor through the payment system in the event of an electronic payment.

4.5. The Parties hereby have agreed that the Subscription fee paid to the Aggregator for using the Online Platform is not refunded to the User or the Client, and the service is considered provided at the time the Subscription fee is paid to the Aggregator's current account.

4.6. Provision of the rights to use the Online Platform is considered duly completed by the Aggregator and accepted by the User if within 7 (Seven) days the Aggregator has not received motivated written objections from the User. After the expiry of the above period, the User's claims regarding the faults of using the Online Platform, including in terms of quantity (volume), cost and quality, are not accepted. Acceptance certificates and other closing documents are not provided, and the services are considered rendered at the time the corresponding payment is made to the settlement account of the Aggregator.

5. TERMS OF SERVICE PROVISION

5.1. The User independently uses the functionality of the Online Platform, prepares and edits the data of Clients and trainers, homework assignments for Clients, including drafting / changing the settings for using online simulators to consolidate the knowledge gained.

5.2. The Aggregator has the right, after the conclusion of this Agreement, to check (on its own or with the involvement of third parties) the Client's data provided by the User (name, details / passport and contact information) for the correctness / compliance of the specified data with the Client's data, as well as for the implementation of activities using Online platforms only by trainers certified by the Aggregator. In case of activities using the Online Platform by uncertified trainers (or by third parties using the Authorization data of certified trainers), the Aggregator has the right to suspend the use of the Online Platform and / or terminate this Agreement unilaterally.

5.3. The Aggregator reserves the right to suspend the provision of access to the Online Platform and / or terminate this Agreement with the User unilaterally:

  1. a) The User delays the payment for the services of the Aggregator, in particular, he violated the payment deadline for the corresponding payment;
  2. b) In case of the course audit, it revealed that activities using the Online Platform carried out by non-certified trainers (or by third parties using the Authorization data of certified trainers).

5.4. The Aggregator ensures confidentiality in relation to the User / Client in accordance with the terms of the Privacy Policy posted by the Aggregator on the Site.

5.5. The User is solely responsible for the safety and confidentiality of the Authorization Data. All actions performed on the Online Platform using the User's Authorization Data are considered to have been performed by the User. The User is solely responsible to third parties for all actions performed using the User's Authorization Data. The aggregator is not responsible for the unauthorized use of the User's Authorization Data by third parties.

5.6. The User acknowledges that in order to execute the Agreement, in particular, to calculate the Subscription fee for using the Online Platform, only the data available on the Online Platform are used.

6. RIGHTS AND OBLIGATIONS OF THE UNIT

The Aggregator undertakes:

6.1. Grant the User a non-exclusive right to use the Online Platform in the manner and under the conditions specified in this Agreement.

6.2. When providing services under the Agreement, ensure that the User can access the Online Platform at a paid Course through the User Interface using the User's Authorization Data, while the Aggregator is not responsible if the User cannot access the Online Platform for reasons beyond the control of the Aggregator.

The Aggregator has the right to:

6.3. Temporarily suspend the provision of access to the Online Platform for technical, technological or other reasons that impede the provision of the Services, for the period of elimination of such reasons.

6.4. Suspend the provision of Services under the Agreement and / or early terminate the Agreement unilaterally out of court by notifying the User in cases of violation of obligations and / or guarantees established by this Agreement.

6.5. Require the User to provide the Aggregator with the information necessary for the Aggregator to provide the services, the list of which is determined in the questionnaire when registering on the Online Platform, as well as to pay payments in the manner and on the terms set forth in this Agreement.

6.6. Set and / or change the size of the Registration Fee and Subscription Fee for each Course (Price List of the Aggregator) unilaterally and at any time by posting the relevant information in the Personal Account of the User and the Client on the Online Platform.

6.7. Refuse the User to provide services if he fails to comply with any of the provisions of this Agreement.

7. RIGHTS AND OBLIGATIONS OF THE USER

The User undertakes:

7.1. To independently enter the correct data of the Clients, including bringing them into a format ready for automatic import, in accordance with the form on the Online Platform.

7.2. When using the Online Platform, comply with all the requirements of the Aggregator to the terms of its use stipulated by this Agreement, as well as all applicable norms and requirements of the current legislation, including the legislation on intellectual property.

7.3. Prior to the commencement of the provision of services to Clients using the Online Platform, to train and certify the trainer (s) for each Course used. The provision of services using the Online Platform for the Course may be carried out by a trainer who has passed the appropriate training and successfully passed the certification for this Course, in accordance with the Regulations on the procedure for training trainers of Amakids. The cost of training trainers is indicated in the Aggregator's Price list.

7.4. Do not abuse the opportunities provided to the User for using the Online Platform under the Agreement and do not take actions that affect the normal operation of the Online Platform, in particular, do not carry out, independently or through the involvement of third parties, unfair reproduction of an intellectual property object on the Online Platform, that is, manufacturing one or more copies of a work or part of it in any material form, including in the form of sound or video recording.

7.5. Pay the established payments under the Agreement within the time frame specified in the Agreement.

The User has the right to:

7.6. Obtain a non-exclusive right to use the Online Platform at the selected and paid Course in the manner prescribed by the Agreement.

7.7. Use all the functionality of the Online Platform after paying the Registration Payment for the selected Course.

7.8. Change the Client's data (including their number) at any time in compliance with all the requirements established by the Agreement.

8. WARRANTY

8.1. During the term of the Agreement, the Aggregator will make every effort to eliminate any failures and errors, if any, as soon as possible. At the same time, the Aggregator does not guarantee the absence of possible errors and failures when using the Online Platform, including with respect to the operation of the software.

8.2. Except for the guarantees expressly specified in the text of this Agreement, the Aggregator does not provide any other direct or implied guarantees under the Agreement and expressly disclaims any guarantees or conditions regarding non-violation of rights, compliance of the Online Platform functionality with the specific goals of the User.

8.3. By agreeing and accepting the terms of this Agreement, the User assures the Aggregator and guarantees to the Aggregator:

8.3.1. The User indicated reliable data, including personal data, when registering on the Online Platform as a User and reliable data provided by the Clients, including personal data, when registering the Client on the Online Platform.

8.3.2. The User enters into an Agreement voluntarily, while the User:

  1. a) fully familiarized himself with the terms of the Agreement;
  2. b) fully understands the subject of the Agreement;
  3. c) fully understands the meaning and consequences of his actions in relation to the conclusion and execution of the Agreement.

8.3.3. The User has all the rights and powers necessary for the conclusion and execution of the Agreement.

9. LIABILITY AND LIMITATION OF LIABILITY

9.1. For non-fulfillment or improper fulfillment of its obligations under this Agreement, the guilty party shall be liable in accordance with the current legislation of the Russian Federation, taking into account the terms of this Agreement.

9.2. Under no circumstances will the Aggregator bear any responsibility under the Agreement for:

  1. a) any actions / inaction that are a direct or indirect result of actions / inaction of the User and / or third parties;
  2. b) any indirect losses and / or lost profits of the User and / or third parties, regardless of whether the Aggregator could foresee the possibility of such losses or not;
  3. c) improper performance of this Agreement, if improper performance was the result of inaccuracy, inadequacy or untimely information provided by the User, necessary for the execution of the Agreement, as well as due to other violations of the terms of this Agreement by the User;
  4. d) the use (impossibility of use) and any consequences of the use (impossibility of use) by the User of the form of payment chosen by him under the Agreement, as well as the use / impossibility of using by the User and / or third parties any means and / or methods of transmitting / receiving information.

9.3. The User and the Client are fully responsible for:

  1. a) compliance with all requirements of the legislation on intellectual property and competition;
  2. b) the accuracy of the information specified by him when registering as a User on the Online Platform, and the reliability of the guarantees and assurances of the User contained in Chapter 8 of this Agreement.

9.4. The User undertakes, on his own and at his own expense, to resolve all disputes and settle all claims of Clients and third parties related to the provision of services to them using the Online Platform.

9.5. The Aggregator does not bear any responsibility for the results of commercial activities obtained in connection with the use of the Online Platform by the User in his activities, such as loss of profit by the User, as well as indirect or direct losses of the User.

10. DISPUTE RESOLUTION

10.1. All disputes and disagreements under this Agreement will be resolved through negotiations on the basis of the current legislation of the Russian Federation and business customs.

10.2. The contract, its conclusion and execution are governed by the current legislation of the Russian Federation. All issues not settled in the negotiation process or not fully settled are regulated in accordance with the substantive law of the Russian Federation. If disputes between the Aggregator and the User in relation to the Agreement are not resolved through negotiations between the Parties, they are subject to consideration in the manner prescribed by the current legislation in the Arbitration Court of Moscow.

11. PROCESSING OF PERSONAL DATA

11.1. By registering on the Online Platform, the User and the Client confirm their consent to the processing of the following personal data by the Aggregator: full name, contact phone number, e-mail address.

11.2. The processing of personal data is carried out by the Aggregator in order to provide services, information about services, loyalty promotions, for marketing, for other commercial purposes, as well as in order to comply with the requirements of the legislation of the Russian Federation.

11.3. The User and the Client agree to take any actions in relation to their personal data that are necessary to achieve the above goals, including collection, systematization, accumulation, storage (in electronic form and on paper), clarification (update, change), transfer, depersonalization, blocking, destruction, as well as the implementation of any other actions with personal data, taking into account the current legislation.

11.4. Consent to the processing of personal data is provided for the entire duration of this Agreement.

11.5. The Aggregator processes and ensures the confidentiality of personal data in accordance with the requirements of the current legislation of the Russian Federation.

12. EXCLUSIVE RIGHTS

12.1. All objects available through the Online Platform, Personal Account on the Online Platform or the Amakids Application, including program code, design elements, text, graphics, illustrations, videos, educational and methodological materials, computer programs, means of individualization ( trade name, trademarks, service marks, commercial designations), as well as the rights to the programs (methods) of the Courses - as works, databases and other objects, as well as any content, are objects of the exclusive rights of the Aggregator or are used by the Aggregator legally.

12.2. The use of content, as well as any other elements, is possible only within the framework of this Agreement. The User is granted a non-exclusive right to use the Online Platform, the Amakids Application and any of their services to the extent and for the period provided for in this Agreement. The rights to use the Online Platform, Amakids Application and any of their services are transferred to the User by providing access. No elements, including any content, content of the Online platform and programs (methods) of the Courses, Personal Account or Amakids Application can be used in any other way without the prior permission of the Aggregator. By use is meant, including: reproduction, copying, processing, distribution on any basis, display in a frame, etc.

12.3. This Agreement contains the terms and signs of the license agreement in accordance with part 4 of the Civil Code of the Russian Federation, and the payment for the Aggregator's services includes the Aggregator's license fee for providing a non-exclusive right to use the Online Platform.

12.4. The online platform, the Amakids Application and all of their services are provided “as it is”. The Aggregator does not guarantee their availability at any time. The User has no right to demand that any changes to be made to the Online Platform, the Amakids Application and their services.

12.5. The Aggregator is not responsible for the User's expectations in connection with the results of using the Online Platform, the Amakids Application and their services, for their suitability, and does not guarantee their compliance with any special User requirements or the ability to customize (change) their sections in accordance with the User's preferences. The Aggregator also does not guarantee that the Online Platform, Amakids Application and software as  well as their services are completely free from defects and errors, and must function without interruption and without fail.

12.6. The use of the Online Platform, the Amakids Application and their services is carried out by the User solely at his own responsibility and at his own risk. The Aggregator does not guarantee the uninterrupted functioning of the Online Platform, the Amakids Application and their services and is not responsible for the harm caused to the User as a result of their use. The Aggregator is not responsible for the risk of adverse consequences that occur or may occur as a result of non-compliance of the equipment, software or communication channels used by the User or the Client with the established requirements for the protection of personal data from unauthorized (illegal) encroachment of third parties.

12.7. The User is not entitled to use the Online Platform, Amakids Application and their services to send advertising messages and other actions not directly related to the use of the Online Platform, Amakids Application and their services.

13. FORCE MAJEURE

13.1. In the event of force majeure circumstances (force majeure) that could not have been foreseen or prevented by reasonable actions of any of the Parties (strikes, natural disasters, weather conditions affecting the implementation of labor, military actions, government orders, epidemics, terrorist acts or threats of terrorist acts, etc.), the fulfillment of the obligations of the Parties under this Agreement is postponed for the time during which the force majeure circumstances will operate, but not more than 3 (three) calendar months. After the expiration of this period, unless the Parties have agreed otherwise and force majeure circumstances continue to operate, the Parties are released from fulfilling their obligations under this Agreement.

13.2. The Party for which, due to force majeure circumstances, the impossibility of fulfilling obligations under this Agreement was created, must inform the other Party about the occurrence (and termination) of these circumstances no later than 3 (three) days from the moment the fact of their occurrence (or termination). Failure to notify or untimely notification of these circumstances deprives the Parties of the right to refer to any of these circumstances and does not exempt from liability under this Agreement.

14. OTHER CONDITIONS

14.1. This Agreement takes into effect from the moment of acceptance of this Offer Agreement and is valid until the Parties fully fulfill their obligations.

14.2. The rights and obligations under this Agreement cannot be transferred or assigned by the Party to third parties without first obtaining the written permission of the other Party to perform this action.

14.3. The Parties undertake to observe the regime of commercial secrets and confidentiality in relation to all information transmitted under the Agreement.

14.4. The Parties acknowledge themselves bound by the obligations provided for in this Agreement, as well as its completeness and its replacement of all previous agreements between them in relation to the Subject of the Agreement in writing or orally.

14.5. For all issues not regulated in this Agreement, the Parties are guided by the current legislation of the Russian Federation.

14.6. Documents sent by e-mail to the addresses specified by the User when registering on the Online Platform and in the Agreement, have full legal force.

15. DETAILS OF AGGREGATOR

LLC "Amakids"

Legal address: 109428, Moscow, Ryazansky prospect, 24 Bldg. 2, office floor 7, premises XII, room 18

Postal address: 109456, Moscow, Ryazansky prospect, 67/2, PO Box 47

TIN 9721067978, CIE 772101001

PSRN 1187746703715

Account 40702810738000197156

Bank: PSC SBERBANK, Moscow

Correspondent account 30101810400000000225

BIC 044525225

e-mail: office@amakids.ru