1. DEFINITIONS OF TERMS

Terms used with capital letters have the meanings defined in the Agreement. Other terms have the meanings defined by the legislation of Ukraine. The following terms are used in this Agreement: 1.1. Acceptance – the full, unconditional, and unreserved consent of the Customer to conclude this Agreement by performing actions (acceptance) that are considered acceptance of the offer to conclude this Agreement in the manner and under the conditions specified in this Agreement. 1.2. Executor – a business entity that provides Services under this Agreement and receives payment for the Services from the Customer. 1.3. Agreement – a public agreement for the provision of Services, addressed by the Executor to an indefinite group of persons (except for those who, according to Ukrainian legislation, cannot enter into such transactions). 1.4. Customer – an individual who has entered into this Agreement with the Executor. The Customer may simultaneously be the Student if they directly receive the Service from the Executor. 1.5. Services – educational services for the Student to learn English according to the Executor’s proprietary course "IMPROVersity Method" in an online format. 1.6. Website – a webpage accessible on the internet located at the domain zone: improversity.org. 1.7. Parties – the Executor and the Customer/Student together. 1.8. Party – the Executor or Customer/Student. 1.9. Student – an individual who actually receives the Services under the Agreement.
2. SUBJECT OF THE AGREEMENT

2.1. The Executor provides Services for the Student in the manner and under the conditions specified in the Agreement, and the Customer accepts and pays for the Services in the manner and under the conditions specified in the Agreement.

3. PROCEDURE FOR PROVIDING SERVICES

3.1. The Services are provided in accordance with the terms of the Agreement, subject to their full prepayment according to the training schedule (timetable) determined and approved by the Executor.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Executor undertakes: 4.1.1. to provide the Services in accordance with the terms of the Agreement; 4.1.2. to provide the Customer, upon request, with information about the Student’s learning progress. 4.2. The Executor has the right to: 4.2.1. regulate the schedule of the educational process (including establishing/changing the training schedule, etc.); 4.2.2. at its discretion, change the start date of providing Services; 4.2.3. in case of systematic (more than two instances) aggression, rudeness, violence, or other inappropriate or unlawful behavior towards teachers, other representatives of the Executor by the Student or Customer, or in case of violation of the terms of the Agreement by the Customer/Student, and in other cases provided for by the Agreement and/or Ukrainian legislation, terminate the Agreement unilaterally and expel the Student; 4.2.4. independently select educational programs, textbooks, teaching methods, etc. during the provision of Services; 4.2.5. require the Customer/Student to comply with the terms of the Agreement; 4.2.6. receive reimbursement from the Customer for damages caused to the Executor due to the Customer’s or Student’s violation of the Agreement; 4.2.7. at any time during the term of the Agreement, inform the Customer/Student about matters related to the provision of Services; 4.2.8. conduct ongoing and final monitoring of the Student’s knowledge; 4.2.9. terminate the Agreement unilaterally in cases provided for by this Agreement. 4.3. The Customer undertakes: 4.3.1. to fulfill the terms of the Agreement; 4.3.2. to pay for the Services in the manner and under the conditions specified in the Agreement, according to their cost and payment schedule; 4.3.3. to ensure that the Student attends classes according to the schedule (timetable) set by the Executor; 4.3.4. not to interfere in any way with the learning process or hinder it; 4.3.5. to respect the honor and dignity of other students and the Executor’s employees, as well as third parties; 4.3.6. not to record video or audio of the educational sessions, regardless of their format, during the provision of Services, and to ensure that the Student complies with this condition; 4.3.7. during the provision of Services and after its completion, not to transfer, disclose to third parties, or use for commercial purposes any materials received from the Executor in connection with the execution of this Agreement, in any form, and to ensure the Student complies with this condition; 4.3.8. to bear responsibility for violations of the Agreement, as provided by the Agreement and/or Ukrainian legislation, and to compensate the Executor for damages arising due to violations of the Agreement by the Customer and/or Student; 4.3.9. not to violate the Executor’s intellectual property rights or in any way harm the Executor’s rights or legitimate interests, or their business reputation. 4.4. The Customer has the right to: 4.4.1. familiarize themselves with the terms of the educational process and Services; 4.4.2. monitor and receive information about the Student’s attendance and academic progress. 4.5. The Student undertakes: 4.5.1. to attend the educational sessions; 4.5.2. to maintain a high level of academic success, make maximum efforts to master the educational material, complete assignments to achieve excellent results in their studies, continuously improve their skills and knowledge through practical application; 4.5.3. to treat the Executor’s employees and other students with respect. 4.6. The Student is prohibited from: 4.6.1. transferring or distributing any materials provided by the Executor to third parties; 4.6.2. recording video or audio of the educational sessions during the provision of Services; 4.6.3. attending classes while under the influence of alcohol or drugs.

5. SERVICE FEES. PAYMENT TERMS AND PROCEDURE

5.1. The cost of Services under the Agreement is determined by the Executor on the Website. 5.2. The Customer undertakes to pay for the Services on time according to the payment schedule defined on the Website. 5.3. The Customer’s obligations under this Agreement regarding the payment of Services are considered properly fulfilled when the funds are credited to the Executor’s current bank account. 5.4. Payments under the Agreement are made by the Customer in hryvnias via non-cash transfer to the Executor’s current bank account.

6. CONCLUSION OF THE AGREEMENT

6.1. The Agreement is considered concluded and enters into force when the Customer accepts the terms of this Agreement in the manner specified in paragraph 6.2 of the Agreement. 6.2. Under this Agreement, the Customer is considered to have accepted the terms of this Agreement if the Customer makes the payment for the Services according to the price specified on the Website and the terms of this Agreement. 6.3. If the Customer does not accept the Agreement, the Agreement is considered not concluded, and no legal relationship arises between the Parties. 6.4. The Parties agree that the acceptance of this Agreement is a simplified form of entering into and signing the Agreement, and therefore, for legal consequences, it is equivalent to agreements concluded in writing, which have the same legal force as a paper agreement signed by the Parties. 6.5. The Agreement is valid for the period for which the Customer has made payment according to the selected price for the Services on the Website, starting from the date of the Customer’s acceptance of the Agreement.

7. TERM OF THE AGREEMENT AND ITS TERMINATION

7.1. The Agreement is valid from the moment of its conclusion by the Parties as specified in section 6 of the Agreement and continues until the Services are fully provided. 7.2. Changes to the Agreement may be made by the Executor by publishing a new version of the Agreement on the Website. 7.3. The Agreement may be terminated prematurely (dissolved): 7.3.1. by mutual written agreement of the Parties; 7.3.2. by the Executor unilaterally in cases specified in the Agreement and/or Ukrainian legislation without the need for a written termination agreement; 7.3.3. by the Customer in the event of a violation of the Agreement by the Executor, provided that the Customer/Student fulfills the terms of the Agreement and the conditions of the educational process and Services provision. The Customer must notify the Executor in writing 15 (fifteen) working days prior to termination. 7.3.4. by a final court decision that has entered into force; 7.3.5. in the case of expulsion of the Student. 7.4. The Customer has the right to demand termination of the Agreement on the grounds specified in Ukrainian legislation only with respect to the part of Services not provided by the Executor, and only if the Customer/Student has complied with the Agreement. 7.5. The Student’s absence during the provision of Services does not give the Customer the right to unilaterally terminate the Agreement or demand a refund for Services already paid.

8. LIABILITY AND DISPUTE RESOLUTION

8.1. The Parties are liable for violations of the terms of the Agreement as provided by Ukrainian legislation and the Agreement. 8.2. In case of delay in payment by the Customer, the Customer shall pay the Executor a penalty of double the National Bank of Ukraine’s official rate for the period of such delay, from the cost of Services for each day of delay until the breach is rectified. The penalty must be paid in full. Payment of the penalty does not release the Customer from fulfilling the obligations specified in the Agreement.8.3. The Customer is responsible for a penalty in the amount of 100% (one hundred percent) of the difference between the paid cost of Services and the cost of the Services actually provided by the Executor in the following cases:

termination (cancellation) of the Agreement at the initiative of the Customer;
unilateral refusal of the Customer/Student to fulfill the Agreement;
termination (cancellation) of the Agreement by the Executor due to the violation of the terms of the Agreement by the Customer/Student.
8.4. If the actions of the Customer/Student result in damage to the Executor, the Customer bears additional responsibility for the full compensation of the damage and/or losses, as well as for other mandatory payments (taxes, etc.). The payment of penalties or compensation for the damage and losses does not release the Customer from the obligation to pay for the Services in full.

8.5. By signing the Agreement, the Customer agrees that the Executor’s liability to the Customer for violation of the terms of the Agreement or Ukrainian legislation is limited to 5% (five percent) of the cost of Services specified in paragraph 5.1 of the Agreement.

8.6. By entering into this Agreement, the Customer grants the Executor the right to independently calculate and withhold any amounts paid by the Customer under the Agreement.

8.7. A Party is released from the responsibility defined by the Agreement and Ukrainian legislation for full or partial non-fulfillment of the terms of the Agreement if it proves that the violation occurred directly due to the force majeure circumstances, provided that their occurrence is confirmed in accordance with Ukrainian legislation.

8.8. Claims regarding the Services can be made in writing by the Customer on behalf of the Executor within 5 (five) calendar days from the end of the full calendar month in which the Services were provided. If the Customer does not submit written objections to the Services by the 5th (fifth) day of the month following the reporting month, the Executor’s obligations under the Agreement are considered properly fulfilled and accepted by the Customer in full without objection.

8.9. All disputes arising from the performance of the Agreement or related to it are resolved through negotiations between the Parties. If the dispute cannot be resolved through negotiations, it will be resolved in court according to the jurisdiction and venue established for such a dispute under Ukrainian legislation.

8.10. The Executor does not refund any funds paid by the Customer under the terms of the Agreement and is not responsible for any other consequences in the event of the Customer’s refusal to receive the Services, including in case of the Student’s non-attendance of classes that are conducted (or were conducted) according to the Executor’s approved schedule.

9. OTHER CONDITIONS

9.1. The Agreement is concluded in accordance with Ukrainian legislation. In all matters not regulated by this Agreement, the Parties are governed by the current legislation of Ukraine.

9.2. The Parties agree that the text of the Agreement, materials, information, and data related to the Agreement are confidential and cannot be transmitted to third parties without the prior written consent of the Executor, except in cases provided by law.

9.3. By accepting this Agreement, the Customer confirms and guarantees that: 9.3.1. they have been informed and agree that the terms of Service provision may change during the term of the Agreement if there are changes in Ukrainian legislation or the internal policy of the Executor; 9.3.2. they are familiar with all rules and requirements related to the organization of Service provision, their quality and content, as well as the rights and obligations of the Parties during the provision and receipt of Services, the cost of Services, etc., and agree with them;

9.4. All legal relations regarding personal data of the Parties are governed by the relevant privacy policy, which is an integral part of this Agreement and is posted on the Website.

9.5. By accepting this Agreement, the Customer grants the Executor a license and agrees that the Executor has the right to conduct photography, video recording, and record telephone conversations, which may be used by the Executor, including as evidence in procedural actions, as well as for advertising, commercial, and/or marketing purposes.

9.6. This Agreement is effective from 01.03.2025.