1. DEFINITION OF TERMS

1.1. Offer - a public Accession Agreement for providing consultative-informational services, including services for organizing and ensuring Client’s access to the Course.
1.2. Website - the Internet site: https://www.up.university/, including the subdomain https://www.coaching.up.university, where the Agreement is posted.
1.3. Acceptance of the Offer (Acceptance) - full and unconditional acceptance by the Client of the Offer, by performing actions both on the Website and those provided by this Agreement.
1.4. Agreement - a public contract between the Client and Contractor for providing services, which is concluded by the Client's Acceptance of this Offer and is an accession agreement that can only be concluded by the Client’s joining the proposed contract as a whole.
1.5. Consultative-informational services (hereinafter - Services) - services through coaching as defined by the International Coaching Federation. The Parties understand that Coaching services are not psychotherapy services, including psychological counseling or psychological training.
1.6. Contractor – Upgrade People LLP, UK, OC443065, registered at: 61 BRIDGE STREET, KINGTON HEREFORDSHIRE, UNITED KINGDOM, HR5 3DJ
1.7. Coach - a member of the International Coaching Federation, level PCC (Professional Certified Coach), providing coaching services under the "International Level Professional Coach" program (hereinafter - the program) from COACHING.UP - International University of Coaching Development, accredited by

- the International Coaching Federation [ICF],

- the Association of Coaches [AC], and the European Mentoring and Coaching Council [EMCC]
at the Level 2 ICF (Accredited Coach Training Program) level.
The "International Level Coach" training program is accredited by the International Coaching Federation [ICF] at Level 1.
1.8. Client - any legally capable individual who has accepted the Offer under its terms and has joined this Agreement by their actions, wishing to receive Services provided by the Contractor.
1.9. International Coaching Federation (ICF, International Coach Federation see the official website https://coachfederation.org/) - a non-profit organization, a professional association of coaches, aimed at developing quality coaching worldwide (hereinafter - ICF).
1.10. Course - completion and study of the program for individuals, the characteristics and cost of which are defined in the corresponding Participation Package.
1.11. Participation Package - information posted on the Website about the characteristics of the course, including its duration, dates, form and specifics of access to the training, method and location of its conduct, rules of participation, cost, and other details, which the Client selects independently.
1.12. Course Application - an electronic registration form for ordering the Course, to be completed by the Client electronically on the Website to provide the Contractor with information necessary for fulfilling the Contractor’s obligations under this Agreement and to confirm the Client’s acceptance of this Agreement.
1.13. Coach Competencies - a system of knowledge, skills, and abilities defined by ICF for certifying its members, which coaches apply in their activities.
1.14. Examination Session - passing an exam on knowledge of the 8 (eight) key coaching competencies and 37 (thirty-seven) markers within 30 (thirty) minutes to obtain the Level 1 and Level 2 certificate according to the assessment methods, norms, and standards of ICF.


 

2. SUBJECT OF THE AGREEMENT

​

2.1. The Contractor provides the Client with Services, and the Client undertakes to accept and pay for them in the amount and on the terms specified in this Agreement and its appendices.
2.2. Along with the services, the Contractor provides an informational product related to the Course, in the form of author’s seminars, webinars, audio, video, textual materials, and individual consultations of the Contractor. Any informational product received from the Contractor is protected by Ukrainian intellectual property law.
2.3. The total quantity, characteristics, type, and cost of the Services that the Client will receive are specified in the chosen Participation Package and are an integral part of this Agreement.
2.4. In providing the Services under this Agreement, the Contractor may engage specialists of necessary qualifications. The Contractor is only responsible for ensuring that the specialists have the appropriate qualifications.
2.5. Without the need for further signing of written copies of this Agreement by the Parties, the Agreement is considered concluded from the moment the Contractor receives payment from the Client for the Contractor’s services under this Agreement (from the date of crediting the funds paid by the Client to the Contractor’s bank account), provided the Course Application is correctly filled out.
2.6. Each Party guarantees to the other Party that it has the necessary legal capacity, as well as all rights and powers necessary and sufficient to enter into and perform this Agreement in accordance with its terms.
2.7. Upon completion of the Services, an act of services rendered is not prepared or signed. Services are considered to be properly rendered and accepted by the Client in full if, within 3 (three) working days from the completion of the Services, the Contractor has not received, at its email: tanya@coachingup.university, motivated written objections regarding the quality of the services rendered. In any case, the absence of any written comments within the established period is considered as acknowledgment of the proper quality of the services.
2.8. Upon completion of the Services, provided the exam in the Examination Session is successfully passed, the Client receives a Certificate (Level 1 or Level 2 International Certificate).

​

​

3. PROCEDURE FOR ACCEPTANCE OF THE OFFER

​

3.1. The placement of the text of this Agreement on the Website constitutes an offer by the Contractor to all individuals who wish to order and undergo the Course to conclude this Agreement on the terms specified therein.
3.2. The Offer can be accepted by any individual interested in acquiring services from the Contractor.
3.3. The Offer is considered accepted by the Client if they have performed the following actions (in their entirety):

- correctly filled out the Course Application;

- paid for the Contractor’s services according to the chosen Participation Package, after completing the Course Application in accordance with the details provided by the Contractor and within the period specified by the Contractor.
The payment details for the services may be indicated by the Contractor when the Client makes an online payment (transfer of funds through various electronic resources) or by sending an invoice to the email address provided by the Client in the Course Application.

3.4. Acceptance of this Offer means that the Client is familiar with all the terms set forth in this Agreement, understands them, and unconditionally accepts all these terms as a whole (in full and without exceptions).

​

4. OBLIGATIONS AND RIGHTS OF THE CONTRACTOR

4.1. The Contractor is obligated to:
4.1.1. Upon acceptance of the agreement and fulfillment of the Client’s obligations under this Agreement, provide the Client with access to the selected Course in accordance with the characteristics and rules of the Course specified in the chosen Participation Package.
4.1.2. Provide the Client with consultation and information about the Course upon request.
4.1.3. Inform the Client about the rules and requirements for organizing the Course, its content and characteristics on the Website, in the text of this Agreement, in the Course Offer, and/or by other means accessible to the Client.
4.1.4. Inform the Client in a reasonable timeframe about the resumption of the Services (Clause 5.2.4.) by sending a written notice to the Client’s email.
4.1.5. After receiving payment from the Client for the Services but before providing them – grant the Client access to the Personal Account by sending the necessary information for access to the Personal Account to the Client’s email.

4.2. The Contractor has the right to:
4.2.1. Change the order of the Course at their discretion during the validity of the Course Offer, provided it does not violate the program.
4.2.2. In case of the Client’s refusal to undertake the ordered and paid Course, regardless of the reasons, refund the payment to the Client minus the actual expenses incurred by the Contractor from the amount paid by the Client.
4.2.3. At their discretion, decide on the possibility of refunding the money paid by the Client for the Course if the Client has not started the Course and has not submitted a written statement in accordance with Clause 5.2.3. of this Agreement.
4.2.4. Terminate the Client’s access to the Course at any stage without refunding the paid funds in the following cases:

- if the Client violates the rules of conduct during the Course. Such violations include: inciting interethnic conflicts, insulting Course participants, the leading coach (lecturer, etc.), coercing them to deviate from the Course topic, advertising, obscene remarks, and other cases specified in Section 5 of this Agreement;

- if it is established that the Client has provided access details to the Course to third parties, or disseminated information and materials received in connection with participation in the Course to third parties for payment or free of charge. The use of information and materials received from the Contractor’s services is permitted only for personal purposes and for personal use.

4.2.5. Conduct photo and video recording during the provision of the Services and use the obtained photo and video materials at their discretion. The Contractor holds exclusive copyright as well as related rights to the materials obtained, and the use of such materials is only possible with the Contractor’s written permission.

 

5. OBLIGATIONS AND RIGHTS OF THE CLIENT

​

5.1. The Client is obligated to:
5.1.1. Correctly and truthfully fill out the Course Application on the Contractor's Website and confirm their unconditional agreement with the rules and procedures for accessing and completing the Course, as well as familiarize themselves with the Privacy Policy. The Client’s consent to the rules and procedures is considered granted once they submit the Course Application.
5.1.2. Timely pay the cost of the Course in the amount and by the deadline (if payment is monthly), according to the chosen Participation Package.
5.1.3. Comply with the requirements of this Agreement, the rules and procedures for the Course as specified on the Website, and adhere to legal requirements during the performance of this Agreement and participation in the Course.
5.1.4. Refrain from behavior during the Course that:

- may interfere with other Course participants, invited coaches, lecturers, or others in participating in the Course and receiving information during the Course;

- undermines the honor, dignity, or business reputation of the Contractor, other Course participants, invited individuals, coaches, lecturers, or others, including by posting such information on the Internet, in print publications, in mailings, or by other public means.
5.1.5. The Client is prohibited from reproducing, duplicating, copying, selling, or using for any other purposes the information and materials (audio, video, etc.) that have become available to them in connection with the Contractor’s provision of services and access to the Course, except for personal use.

5.2. The Client has the right to:
5.2.1. Choose a Course according to their needs by selecting a Participation Package with the corresponding characteristics, parameters, and service format.
5.2.2. Receive Services of proper quality and in the volume specified in this Agreement and the chosen Participation Package.
5.2.3. Contact the Contractor to request a refund of the money paid for the Course if the Client has not started the Course or has discontinued participation in the Course.
5.2.4. Suspend the receipt of Services by sending written notice of such a decision to the Contractor’s email: tanya@coachingup.university. The written notice must specify the date of suspension and the expected date of resumption of the Services. The Contractor reserves the right to change the date of resumption of the Client’s receipt of Services.

​

​

6. PAYMENT TERMS AND PROCEDURE

​

6.1. The cost of the services under this Agreement is determined by the Participation Package for the Course posted on the Website.
6.2. Payment for the Contractor’s services under this Agreement is made in a non-cash form according to the procedure and deadlines specified on the Website regarding the specific Course and/or Participation Package:

- by making an online payment;

- by paying an invoice at a bank.
The content of the online payment or payment document must include the Client’s full name in the "Payment Purpose" field and the name of the person participating in the Course.
6.3. The service cost does not include any commissions charged by banks or payment systems for processing the payment. Commission fees are paid by the Client separately.
6.4. Services are considered fully paid upon the crediting of the full cost of the services to the Contractor’s account.
6.5. If the Client does not start participating in the Course within the access period (regardless of the reasons), discontinues the Course before completion (regardless of the reasons), or completes the Course incompletely (regardless of the reasons), the payment made by the Client to the Contractor is not refundable without a written request from the Client. In such cases, the Contractor may, but is not obliged to, decide on the return of funds paid by the Client for the Course at their discretion.

​

7. LIABILITY OF THE PARTIES

​

7.1. For non-performance or improper performance of obligations specified in the Agreement, the Parties are liable in accordance with applicable law and the terms of the Agreement.
7.2. If the Client makes payment for the services late and/or not in full, the Contractor has the right to terminate the agreement and/or refuse the Client access to the Course.
7.3. In the event that the Client provides informational materials received during the Course to third parties without the Contractor’s written permission, or if it is discovered that the Client uses such materials for commercial purposes, the Client is liable for:

- being barred from participation;

- any losses incurred by the Client or third parties that are not the fault of the Contractor.
7.4. Information about the specific Course and the Client’s access to the Course (including technical equipment requirements) is provided in the Participation Package and on the Contractor’s Website. If the Client’s technical equipment does not meet the requirements specified in the Participation Package for the Course, the Contractor is not responsible for the Client’s inability to access the Course.
7.5. Any actions by the Client intended to prevent the Contractor from providing services to other clients, or actions by the Client leading to the non-provision or improper provision of services by the Contractor under this Agreement, result in the termination of this Agreement without refunding the cost of the services to the Client.
7.6. The Contractor is not liable for:

- the inability to provide Services due to reasons beyond their control, including force majeure circumstances, such as disruptions in communication lines (Internet), sudden equipment failures, malfunctions or cessation of various Internet resources (including Zoom, Skype, etc.), absence and/or deterioration of quality of communication and data transfer provided by mobile operators and Internet service providers;

- security breaches or equipment malfunctions of the Client’s equipment used to receive the services;

- inability to conduct the Course due to breaches of obligations by the owners/users of the Course venues.

7.7. In any case, the Contractor’s aggregate liability for any claim or demand under this Agreement is limited to the cost of the service provided under the Agreement.

​

​

8. TERMINATION OF THE AGREEMENT

​

8.1. The Agreement shall terminate:

- By mutual agreement of the Parties;

- In cases provided for in clauses 7.2 and 7.3 of this Agreement;

- In the event of the death of one of the Parties to the Agreement.
8.2. The Contractor reserves the right to prohibit the Client from receiving services in the event of the Client violating the Course rules until the violation is rectified.

​

​

9. ADDITIONAL TERMS

​

9.1. The Agreement takes effect from the moment it is posted on the Internet on the Website and remains in effect until the Contractor withdraws or amends the offer. During the term of the Agreement, the Parties use telephone and other available means of communication through the Internet (including mobile applications like VIBER, TELEGRAM, etc.).
9.2. The Contractor reserves the right to make changes to the terms of the Offer and/or withdraw the Offer at any time at their discretion. In the case of changes to the Offer, such changes take effect from the moment the revised text of the Offer is posted on the Website unless another effective date for the changes is specified at the time of posting.
9.3. The Agreement (contractual relations) comes into force from the moment the Client accepts the offer in the manner specified in this Agreement and remains in effect until the Contractor has fully discharged their obligations under this Agreement. Full performance of the Contractor’s obligations to the Client is determined by the end of the period allocated for the Client's access to complete the chosen Course in accordance with the terms of the Participation Package.
9.4. Termination of the Agreement at the Contractor's initiative is formalized by sending a written notice to the Client’s email address provided during registration on the Website.
9.5. By accepting this Agreement, the Client confirms the accuracy and truthfulness of the information provided in the electronic registration form (Course Application) and acknowledges that they are fully aware of and agree with the rules and procedures for conducting the Course posted on the Website and undertake to comply with them.
9.6. By accepting this Agreement, the Client voluntarily consents to the processing of their personal data in the Contractor's personal data database for the purpose of fulfilling the Contractor’s obligations under this Agreement and in accordance with the Law. The Contractor may provide the Client’s personal data to their employees, organizers, and third parties involved in providing services under this Agreement, exclusively for the purposes of this Agreement.
9.7. Each Party to this Agreement bears full responsibility for the accuracy of the details provided by them and undertakes to promptly notify the other Party in writing of any changes to these details. Failure to do so means the Party bears the risk of any consequences arising from such failure.

​

​

10.CONTRACTOR'S DETAILS

​

LLP name in full: UPGRADE PEOPLE LLP

Company Type: Limited Liability Partnership

Situation of Registered Office: England and Wales

Proposed Registered Office Address: 61 BRIDGE STREET, KINGTON HEREFORDSHIRE, UNITED KINGDOM, HR5 3DJ

Email: tanya@coachingup.university