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Public Offer Agreement for the Provision of Professional Development Services

This Public Offer Agreement for the Provision of Professional Development Services is concluded for the purpose of regulating the provision of professional development services for foreign language teachers (English language) and establishes the terms and conditions for the provision of such services on the Platform located on the Internet at the hyperlink: https://grade.ua/ (the ‘Platform’). This Agreement constitutes a public offer (proposal) of the responsible Provider of professional development services (a legal entity or a sole proprietor) who possesses the necessary informational and labour resources, knowledge, experience, methodological materials, and capabilities to conduct the educational process within the framework of providing professional development services to an indefinite circle of persons intending to receive the respective services within the meaning of Articles 633, 634, 641, and 644 of the Civil Code of Ukraine, to conclude this Public Offer Agreement for the Provision of Professional Development Services (the ‘Agreement’) under the terms and conditions set forth below:

1. General Provisions

1.1. The relations between the responsible Provider and the Customer shall be governed by this Agreement.

1.2. This Public Offer Agreement is a public contract of adhesion governed by Articles 633, 634, 641, and 644 of the Civil Code of Ukraine.

1.3. The terms and conditions of this Agreement are identical for all customers intending to receive professional development services (the ‘Services’).

1.4. This Agreement constitutes a public offer of the Provider. The Customer’s accession to this Agreement shall be carried out in accordance with the procedure established by Section 3 of this Agreement.

1.5. Under this Agreement, the following terms shall have the meanings ascribed to them below:

a) Platform means the official webpage hosted on the Internet at the hyperlink: https://grade.ua/, which contains information regarding the Services of all responsible Providers, their cost, as well as the procedure and method of obtaining them.

b) Operator means a legal entity that uses the Platform on a proper legal basis to organise the provision of the Services and is authorised to manage the Platform for the purpose of providing the Services to the Customer.

c) Customer means any individual, sole proprietor, or legal entity ordering the Services on the Platform from the responsible Provider by submitting an order on the Platform indicating their intention to receive the Services from the Provider and paying for the Services in accordance with the terms and methods stipulated by this Agreement, thereby confirming their intention to accept this Agreement.

d) Student means an individual who directly receives the Services under this Agreement. The Student may be the Customer themselves or another person in whose interest the Customer concludes this Agreement.

e) Provider (responsible Provider) means a business entity possessing the necessary informational and labour resources, knowledge, methodological materials, and capabilities to conduct the educational process for the provision of the Services by publishing the respective proposals on the Platform.

f) Services means professional development services for foreign language teachers (English language) published on the Platform. The list, description, and cost of the Services are specified on the Platform in the form of offers, publications, or posts of the responsible Providers.

g) Acceptance of the Agreement means the performance of actions by the Customer, as defined in Section 3 of this Agreement, which testify to the full and unconditional acceptance of the terms and conditions of this Agreement.

1.6. The rights to use the Platform may be transferred to the responsible Providers for the purpose of providing the Services to the Customers.

2. Subject Matter of the Agreement

2.1. The Provider undertakes to provide the Services from the list specified on the Platform and indicated in the Customer's order, and the Customer undertakes to accept and pay for the selected Services.

2.2. The Services shall be provided by the Provider within the framework of the course selected by the Customer and specified in the order on the basis of the information published on the Platform regarding the list of Services.

2.3. The Platform contains information regarding each individual course, namely: the total duration of the course, the number and duration of lessons, the schedule, the timetable of classes, the cost, etc.

2.4. Prior to the commencement of the provision of the Services under the Agreement, the Parties undertake to jointly agree upon the timetable and schedule of classes. The total duration, timetable, or schedule of an individual course may be modified by mutual consent of the Parties by means of exchanging electronic messages, sending an updated confirmation letter, or by any other method allowing the agreement of the Parties to be recorded.

2.5. The Services shall be provided by the Provider with the involvement of educational and methodological literature selected by the Provider, on a paid or free-of-charge basis, within the scope of the Services selected by the Customer.

2.6. The performance of this Agreement in terms of conducting professional development classes may be delegated to third parties engaged by the Provider, namely qualified trainers possessing appropriate experience and qualifications; however, the liability for any breach of the terms of this Agreement in the event of engaging third parties to provide the Services shall rest with the Provider.

2.7. The Parties agree that in the case of group training, the Services shall include not only the conducting of classes but also the organisational support of the educational process, group formation and administration, reservation of the Student’s place in the group, timetable planning, engagement of a teacher, provision of access to training materials, learning platforms, personal accounts, chats, and other resources of the Provider.

3. Rules of Accession to the Agreement (Acceptance of the Offer)

3.1. The Acceptance of this Agreement shall be the Customer's partial or full payment for the Services in accordance with the terms specified in the confirmation letter, bill, invoice, or other notification of the Provider. From the moment such payment is made, the Agreement shall be deemed concluded between the Customer and the respective Provider regarding the selected Services.

3.2. The submission of an application/order on the Platform by the Customer does not in itself constitute an acceptance of this Agreement and does not create an obligation for the Customer to pay for the Services, nor an obligation for the Provider to provide the Services, until the Provider confirms the possibility of enroling the Customer/Student in the respective course and the Customer makes the payment.

3.3. By paying for the Services, the Customer confirms that prior to the acceptance, they have read and agreed to the terms and conditions of this Agreement, the Rules of the Centre, the cost, program, format, duration, and schedule of training.

3.4. The Provider’s confirmation letter shall be sent to the Customer's email address and shall contain, inter alia, the name of the course, level, training format, total duration of the course, number and duration of lessons, number of persons who will receive the Services, timetable and schedule of classes, cost of the course, amount, terms and procedure of payment, payment details of the Provider, as well as a link to the current version of this Agreement and the Rules of the Centre.

4. Terms of Provision of the Services

4.1. The enrolment of the Customer in the selected area of professional development shall be carried out by the Provider subject to:

  • the Customer passing a preliminary test and/or an interview with a trainer, if such a procedure is envisaged for the respective professional development program;
  • the transfer of funds by the Customer to pay for the Services in accordance with the terms of Section 7 ‘Terms of Acceptance and Payment for Services’ of the Agreement.

5. Rights of the Parties

5.1. The Provider shall have the right to:

5.1.1. Draw up a professional development plan and adjust it in terms of changing the scope of the program and the order of its study within the limits envisaged by the methodological recommendations used in the process of providing the Services.

5.1.2. Conduct preliminary testing of the Customer, as well as periodic assessments of the knowledge acquired during the course of the selected program.

5.1.3. Regulate the timetable and schedule of classes:

  • establish the schedule of attendance for the Customer and the timetable of classes for the selected course;
  • change the schedule of attendance for the Customer and the timetable of classes by prior agreement of both Parties in the event of the impossibility of conducting classes according to the schedule.

5.1.4. Replace the trainer during the term of the Agreement with a specialist of similar qualifications in the event of the impossibility of further provision of the Services with the involvement of the trainer who previously conducted the classes.

5.1.5. Cancel or postpone the course, change the start date, timetable, schedule, format of the course, or the trainer/teacher due to organisational, technical, or other objective reasons. In such a case, the consequences for the Customer, including the transfer of participation, enrolment, or refund of funds, shall be determined by Sections 7 and 8 of this Agreement.

5.1.6. Change the format of the provision of the Services from classroom-based (in-person) to distance-learning (online) in the event that state authorities introduce special measures, regimes, prohibitions, and restrictions making classroom-based provision of the Services impossible.

5.1.7. Exercise other rights provided for by the current legislation of Ukraine.

5.2. The Customer shall have the right to:

5.2.1. Receive Services of proper quality in a timely manner.

5.2.2. Receive full information regarding the organisation and provision of the Services from the Provider in a timely manner.

5.2.3. Undergo a free preliminary test and/or an interview with a trainer, if such a procedure is envisaged for the respective professional development program, in order to determine the level of knowledge, professional needs of the Customer, and/or compliance with the recommended level of the program.

5.2.4. When selecting CELTA or DELTA Module 2 courses, the Customer shall have the right to receive, through the Provider, a certificate issued by Cambridge University Press & Assessment, subject to full payment of the course cost, payment of the relevant certification fee (Cambridge fee), successful completion of all requirements of the respective program, obtaining a positive assessment result, and provided that such a certificate is issued by Cambridge University Press & Assessment.

5.2.5. The Customer understands and agrees that CELTA and DELTA Module 2 certificates are issued by Cambridge University Press & Assessment, and the Provider acts as a centre organising the training, administering the relevant procedure within its powers, and delivering the certificate to the Customer after receiving it from Cambridge University Press & Assessment. The Provider does not make final decisions regarding assessment results, the issuance, non-issuance, cancellation, issuance timeframes, or the content of such certificates, except in cases where the respective consequences occurred due to the fault of the Provider.

5.2.6. For the DELTA Module 1 preparation and DELTA Module 3 preparation courses, no certificate of course completion is issued by the Provider. Upon the Customer’s request, the Provider may provide an information certificate of participation in the preparation course. Such a certificate is not a Cambridge University Press & Assessment certificate and does not confirm the passing of the respective DELTA module.

5.2.7. Exercise other rights provided for by the current legislation of Ukraine.

6. Obligations of the Parties

6.1. The Provider shall be obliged to:

6.1.1. Create appropriate conditions for the provision of the Services, namely:

  • provide premises or a platform for conducting professional development classes;
  • timely provide the Customer and/or Student with full information regarding the organisation and conducting of classes within the scope of the Services;
  • appoint an experienced and qualified trainer to conduct classes;
  • provide the Customer with the necessary methodological materials and literature on a paid or free-of-charge basis.

6.1.2. If necessary, conduct a free preliminary test and/or an interview with a trainer, if such a procedure is envisaged for the respective professional development program.

6.1.3. Provide the Customer and/or Student with access to the Rules and conditions of the respective professional development program, if such Rules and/or conditions are envisaged for the selected program.

6.2. The Customer and/or Student shall be obliged to:

6.2.1. Timely and in full pay for the Services in accordance with the procedure, within the time limits, and under the conditions defined in Section 7 ‘Terms of Acceptance and Payment for Services’ of this Agreement, as well as in the respective confirmation letter, bill, invoice, or other notification of the Provider.

6.2.2. Attend all classes and complete all assignments within the course.

6.2.3. Coordinate with the Provider in advance the possibility of missing classes, if necessary.

6.2.4. Comply with fire safety regulations while on the territory of the Provider's premises.

6.2.5. Not copy, alienate, or distribute the methodological materials and literature transferred to the Customer and/or Student by the Provider for temporary free use during the professional development period.

6.2.6. In the event of the impossibility of attending the course for any reason, the Customer and/or Student shall be obliged to notify the Provider thereof by sending an email to info@grade.ua. The procedure and consequences of suspending training, early termination of training, or termination of the Agreement shall be determined by Sections 7 and 8 of this Agreement.

7. Terms of Acceptance and Payment for Services

7.1. Payment for the Provider’s Services shall be made at the prices indicated on the Platform and/or in the confirmation letter, bill, invoice, or other notification of the Provider. All expenses associated with the transfer of funds for the Services stipulated by the Agreement shall be borne by the Customer.

7.2. The amount to be paid by the Customer for the Services, the terms, and the procedure of payment shall be determined in the confirmation letter, bill, invoice, or other notification of the Provider.

7.3. After receiving the confirmation letter regarding the possibility of enrolment in the course, the Customer shall be obliged to pay a deposit, if such a deposit is envisaged for the respective course. The deposit is part of the total cost of the Services for the respective course, is credited towards the payment for such Services, and confirms the Customer’s intention to undergo the course. Payment of the deposit ensures the reservation of the Customer’s/Student’s place on the course, and non-payment of the deposit within the established timeframe does not guarantee the retention of such a place. The amount of the deposit is specified on the Platform, in the confirmation letter, bill, invoice, or other notification of the Provider. Unless another deposit amount is specified in the confirmation letter, the following deposit amounts shall apply:

  • for TKT preparation courses (all modules) — UAH 1,500;
  • for the Teaching Kids & Teens course — UAH 3,000;
  • for the CELTA course — UAH 7,000;
  • for the DELTA Module 1 course — UAH 5,000;
  • for the DELTA Module 2 course — UAH 10,000;
  • for the DELTA Module 3 course — no deposit is charged.

The terms of refund, non-refund, crediting, or transfer of the deposit are defined in Clause 8.8 of this Agreement.

7.4. If the Customer pays the full or partial cost of the course in a single payment without a separate payment of the deposit, the deposit shall be deemed included in such payment in the amount envisaged by Clause 7.3 of this Agreement for the respective course. The terms regarding the deposit defined by this Agreement shall apply to such portion of the payment.

7.5. Payment for the Services shall be made to the bank details of the Provider specified in the confirmation letter, bill, invoice, or other notification of the Provider.

7.6. The Customer undertakes to pay for the Services within 5 business days from the moment of receiving the confirmation letter, bill, invoice, or other notification of the Provider, but no later than the deadlines specified in such notification for making the respective payment. If the Services are paid for in instalments, the amount, terms, and procedure of each payment shall be determined in the confirmation letter, bill, invoice, or other notification of the Provider.

7.7. The Parties agree that the Services under professional development programs may include not only classes, trainings, consultations, or practical sessions but also the organisational support of the educational process, group formation and administration, reservation of the Customer’s/Student’s place on the course, timetable planning, engagement of a trainer/teacher, review of assignments, provision of feedback, access to training materials, platforms, personal accounts, chats, and other resources of the Provider, if envisaged by the respective program.

7.8. A lesson, training, consultation, practical session, or other educational event shall be deemed as a Service actually rendered if it was conducted by the Provider according to the agreed schedule and the Customer/Student had the opportunity to participate in it, regardless of the actual presence of the Customer/Student. The cost of a missed educational event shall not be refunded or compensated, except in cases directly provided for by this Agreement, the program description, or the rules of the respective course. If envisaged by the program or the rules of the respective course, the Provider may provide materials for self-study of the topic of the missed lesson. The provision of such materials does not constitute an individual make-up lesson and does not change the procedure of payment, refund, or crediting of funds determined by this Agreement.

7.9. If the course program provides access to educational materials, recordings, platforms, assignments, or other digital resources, the respective part of the Services shall be deemed rendered from the moment the Customer/Student is granted access to such materials or resources, unless otherwise provided for by the description of the respective program or the confirmation letter.

7.10. If participation in an individual program requires the payment of a registration, examination, certification fee (Cambridge fee), or other payment in favour of a third party, such payment shall be paid by the Customer additionally or shall be included in the total payment amount in accordance with the terms specified in the confirmation letter, bill, invoice, or other notification of the Provider. Such payments shall be refunded to the Customer only if they have not been transferred to the respective third party or if the respective third party has refunded them to the Provider.

7.11. The refund of funds in cases provided for by this Agreement shall be made on the basis of the Customer's application drawn up in free format. The application may be delivered to the Provider directly at the place of provision of the Services or by sending it to the email address info@grade.ua. The Customer is obliged to specify the payment details necessary for the refund of funds in the application. The refund shall be made within 14 calendar days from the date the Provider receives the application and the necessary payment details of the Customer, unless another period is directly provided for by this Agreement or agreed upon by the Parties.

8. Term of the Agreement, Procedure, and Grounds for Amending or Terminating the Agreement

8.1. This Agreement shall enter into force from the moment of its acceptance by the Customer in accordance with the procedure defined in Section 3 of this Agreement and shall remain in force until the completion of the provision of the selected Services, and in terms of financial obligations, confidentiality, personal data protection, intellectual property rights, liability of the Parties, and dispute resolution — until the full performance of the respective obligations by the Parties.

8.2. The terms of the Agreement may be modified by the Provider by posting amendments thereto on the Platform or by publishing the Agreement in a new edition, which shall enter into force for subsequent Services. The Provider shall send a confirmation letter of enrolment in a new course and provide a link to the updated edition of the Agreement.

8.3. In the event of the impossibility of providing the Services due to the fault of the Provider, 100% of the paid funds shall be refunded to the Customer if the Services were not provided, or the remaining balance of the funds for that part of the Services which was not actually provided to the Customer/Student. By agreement of the Parties, such balance may be credited towards payment for other Services of the Provider. The provisions of this Clause do not apply to registration, examination, certification fees, or other payments in favour of third parties, if such payments have already been transferred to the third party and are non-refundable according to the rules of such third party, except when the impossibility of refunding such funds occurred due to the fault of the Provider.

8.4. The Provider shall have the right to terminate the Agreement unilaterally if the Customer fails to perform or violates the requirements of Section 7 ‘Terms of Acceptance and Payment for Services’ of this Agreement. The termination of this Agreement on the specified ground shall not release the Customer from liability for non-performance or violation of obligations under this Agreement.

8.5. In the event of the impossibility of conducting the course, program, individual lesson, training, consultation, practical session, or other educational event due to organisational, technical, or other objective reasons beyond the Customer's control, the Provider shall have the right to propose to the Customer/Student to transfer their participation to another date, another cohort, course, or program of similar area, level, or content of training, subject to availability. In the event of the impossibility of such transfer or the Customer's rejection of the proposed option, the issue of the remaining balance of funds shall be resolved in accordance with Clause 8.3 and Section 7 of this Agreement.

8.6. The Provider shall have the right to temporarily suspend the Student from participating in a lesson, restrict access to educational materials, and/or terminate this Agreement unilaterally in the event of a material breach by the Customer and/or Student of the terms and conditions of this Agreement, the Rules of the Centre, or the rules of the respective professional development program, if such breach prevents the proper provision of the Services, violates the rights, honour, dignity, privacy, or safety of other students, teachers, or employees of the Provider, or causes damage to the property, information systems, or business reputation of the Provider.

8.6.1. For the purposes of this Clause, a material breach shall include, inter alia: the use of offensive, humiliating, obscene, aggressive, or discriminatory language; threats, bullying, stalking, harassment, or sexual harassment; systematic disruption of classes; distribution of personal data, photos, videos, audio recordings, or correspondence of other persons without their consent; unauthorised recording, copying, distribution, or transfer to third parties of educational materials, lesson recordings, access links, logins, or passwords; attempts of unauthorised access to learning platforms, chats, or information systems of the Provider; violation of academic integrity, if the respective requirements are envisaged by the program; damage to property; appearing in class under the influence of alcohol, drugs, or other intoxication; other gross violations of the Rules of the Centre which pose a threat to safety, violate the rights of other persons, or make the proper conducting of classes impossible.

8.6.2. In the event of a violation that does not pose an immediate threat to the life, health, safety of other persons, or property, the Provider shall have the right to first issue a warning to the Customer and/or Student, specifying the nature of the violation and demanding that such violation be ceased. In the event of a repeated violation, the Provider shall have the right to terminate the Agreement unilaterally by sending a respective notification to the Customer.

8.6.3. In the event of a gross violation posing a threat to the life, health, safety, privacy of other persons, the Provider's property, or the normal flow of the educational process, the Provider shall have the right to suspend the Student from the lesson and/or terminate the Agreement without prior notice.

8.6.4. In the event of termination of the Agreement on the grounds provided for by this Clause, the Provider shall recalculate the cost of the Services. The cost of actually provided Services, classes conducted by the Provider but not attended or not received by the Customer/Student due to reasons depending on the Customer/Student, as well as the amounts of expenses and/or losses actually incurred by the Provider caused by the respective violation, shall not be subject to refund. The unused balance of funds for paid but actually not provided Services shall be refunded to the Customer or, by agreement of the Parties, may be used by the Customer to pay for other Services of the Provider.

8.7. The Customer shall have the right to terminate this Agreement unilaterally due to the impossibility of attending the course for any reason (subject to compliance with the procedure envisaged by Clause 6.2.6 of the Agreement) or if the Services, given their characteristics or other circumstances, do not satisfy the Customer's interests. In this case, the refund of funds (or part of the funds) shall be governed by the terms of Clause 8.8 of this Agreement.

8.8. In the event of cancellation, transfer, or early termination of training at the initiative of the Customer, the following conditions shall apply:

8.8.1. The date of cancellation, transfer, or early termination of training shall be deemed the date of receipt by the Provider of the respective written notification from the Customer at the email address info@grade.ua.

8.8.2. For the purposes of this Agreement, the start date of the course shall be deemed the date of the first lesson, training, consultation, orientation meeting, opening of access to educational materials, or another first educational stage of the respective program, whichever occurs earlier and is envisaged by the program description, confirmation letter, or other notification of the Provider.

8.8.3. If the Customer has notified the Provider of the cancellation of participation:

a) for CELTA, DELTA Module 1, or DELTA Module 2 courses — no later than 6 calendar weeks, i.e., 42 calendar days, prior to the start date of the course;

b) for TKT, Teaching Kids & Teens, DELTA Module 3, or other programs — no later than 4 calendar weeks, i.e., 28 calendar days, prior to the start date of the course, the Provider shall refund 100% of the funds actually paid for the training to the Customer, including the deposit, except for the expenses actually incurred by the Provider and payments in favour of third parties, if such expenses or payments have already been incurred by the Provider and are non-refundable. By agreement with the Provider, the Customer’s/Student’s participation may be transferred to another course or program within 12 calendar months from the date the Provider receives the respective notification.

8.8.4. If the Customer has notified the Provider of the cancellation of participation:

a) for CELTA, DELTA Module 1, or DELTA Module 2 courses — less than 6 calendar weeks, but no later than 14 calendar days prior to the start date of the course;

b) for TKT, Teaching Kids & Teens, DELTA Module 3, or other programs — less than 4 calendar weeks, but no later than 14 calendar days prior to the start date of the course, the deposit envisaged by Clause 7.3 of this Agreement shall not be refunded and shall be retained by the Provider as compensation agreed by the Parties for reserving a place on the course, group formation and administration, timetable planning, engagement of a trainer/teacher, and other organisational actions associated with preparing for the provision of the Services. The amount actually paid by the Customer in excess of the deposit shall be refunded to the Customer or, by agreement with the Provider, may be credited towards payment for another course or program within 12 calendar months from the date the Provider receives the notification of cancellation of participation.

8.8.5. If the Customer has notified the Provider of the cancellation of participation less than 14 calendar days prior to the start date of the course, but before the commencement of the course, the deposit envisaged by Clause 7.3 of this Agreement shall not be refunded. From the amount actually paid by the Customer in excess of the deposit, the Provider shall refund 50% or, by agreement with the Provider, credit the respective amount towards payment for another course or program within 12 calendar months from the date the Provider receives the notification of cancellation of participation.

8.8.6. After the start of the course, no refund of paid funds shall be made, except in cases directly provided for by this Agreement or the current legislation of Ukraine, in particular, if the Services cannot be provided due to the fault of the Provider.

8.8.7. The transfer of participation to another course or program does not constitute a financial refund. If the cost of the new course or program is higher, the Customer shall be obliged to pay the difference in cost. If the cost of the new course or program is lower, the procedure for using the remaining balance of funds shall be agreed upon by the Parties separately.

8.8.8. Registration, examination, certification fees (Cambridge fee), or other payments in favour of third parties shall not be refunded to the Customer if they have been transferred to the respective third party and are non-refundable according to the rules of such third party. If the respective third party has refunded such funds to the Provider, they shall be refunded to the Customer or, by agreement of the Parties, credited towards payment for other Services of the Provider.

9. Confidentiality

9.1. By publishing the Agreement, the Provider and the trainers engaged in providing the Services undertake not to disclose to third parties confidential information regarding the provision of the Services and information that may become known to them during the performance of the terms of the Agreement.

9.2. By accepting the Agreement, the Customer grants their consent/permission for the processing of Personal Data (any information relating to the Customer, such as surname, first name, patronymic, passport data, identification number, date and place of birth, citizenship, address of residence and registration, family, social, property status, education, profession, income, contact phone numbers, email address, etc. (the ‘Personal Data’) by the Provider and the trainers engaged in the provision of the Services.

9.3. The Provider/Operator and the trainers engaged in providing the Services undertake to ensure an appropriate level of protection of the Customer’s personal data and prevent its disclosure in accordance with the requirements of the current legislation of Ukraine.

10. Disputes and Liability of the Parties

10.1. Disputes arising between the Parties shall be resolved through negotiations. In the event of failure to reach an agreement, disputes shall be resolved in court in accordance with the current legislation of Ukraine.

10.2. When resolving issues not regulated by the Agreement, the norms of the current legislation of Ukraine shall apply.

10.3. In the event of non-performance or improper performance of their obligations under the Agreement, the Parties shall bear liability provided for by the current legislation of Ukraine.

11. Force Majeure (Circumstances of Insurmountable Force)

11.1. The Parties shall be released from liability for partial or full non-performance of obligations under the Agreement if such non-performance was caused by force majeure circumstances (circumstances of insurmountable force). Circumstances of insurmountable force shall be understood as extraordinary events that arose after the acceptance of the Agreement and which the Parties could neither foresee nor prevent by ordinary means. Such circumstances of insurmountable force include floods, fires, earthquakes, and other natural phenomena, as well as military operations, any decisions of state and local government authorities, as well as any other circumstances beyond the control of the Parties and directly preventing the performance of the Agreement.

11.2. In the event of non-performance or partial performance of obligations under the Agreement as a result of the occurrence of force majeure circumstances, the Party affected by such circumstances shall be obliged to immediately send a written notification by email to the other Party within 5 (five) calendar days from the date of occurrence of such circumstances.

11.3. Once the action of the specified circumstances has ended, the Party shall be obliged to send a written notification thereof by email to the other Party in any event within 5 (five) calendar days from the date of cessation of such circumstances. Such notification must specify the date/timeframe with which the possibility of continuing the performance of obligations under the Agreement is associated.

11.4. A document issued by the Ukrainian Chamber of Commerce and Industry (or the respective regional chamber) shall be sufficient proof of the action of force majeure circumstances.

11.5. If the specified circumstances continue for more than 30 (thirty) calendar days, each Party shall have the right to terminate the Agreement early unilaterally by sending a written notification to the other Party by email. Such notification shall be sent by the Party intending to terminate the Agreement early to the other Party in writing by email no less than 10 (ten) calendar days prior to the expected date of termination of the Agreement. In this case, the Provider shall refund the transferred prepayment to the Customer, except for the cost of actually provided Services, in accordance with the procedure agreed upon by the Parties in emails.

12. List of Providers Providing the Services

LLC ‘ОСВIТНIЙ ЦЕНТР ГРЕЙД’ USREOU (EDRPOU): 38321352

LLC ‘ГРЕЙД ЕСЕСМЕНТ’ USREOU (EDRPOU): 44631458

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