Interpretation
1.1 The definitions in this clause apply to these Conditions.
Agreement: the agreement between Entelechy School and the Customer for the supply of Services in accordance with these Conditions.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.
Customer Data: the data inputted by the Customer, Customers, or Entelechy School on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services and any data generated by, or derived from the Customer's use of the Services, whether hosted or stored within the Services or elsewhere.
Customer: the person or legal entity that purchases the Services from Entelechy School.
Data Protection Laws: means (a) the relevant legislation of Azerbaijan Republic; and (b) all other laws concerning the processing of data relating to living persons.
Effective Date: the date on which the Customer accepts these Conditions.
Contractor: Entelechy School, the entity providing services listed on https://entelechy.school/ (hereafter “the Website”).
Insolvency Event: where a person ceases or threatens to cease to carry on business, becomes insolvent, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for amalgamation or reconstruction) or undergoes any similar or equivalent process in any jurisdiction, and a person shall be “solvent” where it has not undergone (or having undergone, is discharged from all aspects of) an Insolvency Event;
Parties: Parties shall mean the Customer and Entelechy School.
Services: the online course, seminars, workshops, advising sessions, and other services reflected on the website https://entelechy.school/ and provided by Entelechy as part of the Services.
Terms of Service: Entelechy’s terms of use, which are available on the website https://entelechy.school/.
1.2 The terms “personal data”, and “process” (and its derivatives) shall have the meanings given to them in the Data Protection Laws.
Conditions of Service Provision
2.1 These are the Conditions on which Entelechy supplies the Services to its Customers. The placement of an order by the Customer constitutes an offer to purchase Services in accordance with these Conditions.
2.2 Entelechy’s acceptance of a Customer order will take place when Entelechy emails the Customer to accept it, at which point and on which date the Agreement will come into existence.
2.3 Upon acceptance of an order in accordance with clause 2.2, Entelechy hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit Customers to use the Services.
2.4 In relation to Customers, the Customer undertakes that the maximum number of Customers that it authorizes to access and use the Services shall not exceed the number of Users registered for the Service.
2.5 The Customer shall not knowingly:
2.5.1 distribute or transmit to Entelechy, via the Services, any viruses;
2.5.2 store, access, publish, disseminate, distribute or transmit via the Services any material which:
2.5.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.5.2.2 facilitates illegal activity;
2.5.2.3 depicts sexually explicit images;
2.5.2.4 promotes unlawful violence;
2.5.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.5.2.6 is otherwise illegal or causes damage or injury to any person or property, and Entelechy reserves the right, on no less than thirty (30) days' prior written notice to the Customer, such notice specifying the breach of this clause and requiring it to be remedied within the thirty (30) day period, to disable the Customer's access to the Services for the duration of time that the breach remains unremedied.
2.6 The Customer shall not:
2.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.6.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or its products (like course videos and written material, seminar videos and written material, workshop videos and written material, and all other Entelechy School material shared to Customer), in any form or media or by any means; or
2.6.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Entelechy material constituting Services;
2.6.2 access all or any part of the Services in order to build a product or service which competes with the Services;
2.6.3 use the Services to provide services to third parties;
2.6.4 subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Customers, or
2.6.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
2.7 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, if there is any such unauthorized access or use, promptly notify Entelechy.
2.8. Each Party guarantees to the other Party that it has the necessary legal capacity, as well as all the rights and powers necessary and sufficient for the conclusion and execution of this Agreement.
2.8.1. The Customer undertakes to comply with the moral and ethical standards and rules of conduct when receiving the Services.
2.8.2. The Customer is aware and agrees that the content of the Services may contain information intended exclusively for adults (content for 18 plus year-olds), that is, one that may include information with a negative impact on human psyche, in particular violence, profanity, and also include features of the presentation of such information by the authors, which can lead to negative emotions for the Customer, if not the perception of the way of presentation, feelings of discomfort or disgust.
2.9. By entering into this Agreement, the Customer automatically agrees to the full and unconditional acceptance of the provisions of this Agreement, the prices for the Services and all appendices that are integral parts of the Agreement.
Services
3.1. The subject of this Agreement is the provision by the Contractor of services, the list of which is posted on the Contractor's Website https://entelechy.school, namely: organizing and conducting seminars, courses, trainings, workshops, or other learning sessions, including remote (online) ones; access to video recordings of the seminars, courses, trainings, workshops, classes or other events. Each such seminar, course, film training or other class or event, as well as the provision of access to video recordings of seminars, courses, classes or other events is a separate service (each separately - "Services").
By agreeing to use our services, you may receive occasional special offers, marketing, and survey communication emails with respect to the services that we provide. You can easily unsubscribe from these communications by following the opt-out instruction in these emails. This can be done at any time.
3.2. Unless otherwise specified on the Website, Services combined into groups (course, module, trainings) are provided separately and are considered as an independent “service”.
3.3. The current conditions, schedule, program, address, cost and dates for the provision of the Services are published on the Website and / or sent to the Customer's e-mail address.
Change in Services
4.1. The Contractor has the right to change the schedule, program, address, cost and date of the provision of the Service without the consent of the Customer, in advance, at least one day before the date of the provision of the Service, informing the Customer about it. The Customer is deemed to have been duly notified if the corresponding message is published and/or sent to the Customer's e-mail address and/or in the Customer's Personal Account.
Data protection
5.1 The parties shall comply with Data Protection Laws when processing personal data under or in connection with this Agreement.
5.2 The Customer shall ensure that it has provided all appropriate notices (including Entelechy’s [privacy policy]) (https://entelechy.school/privacy-policy/ ) to, and to the extent required by Data Protection Laws obtained any necessary consents from, Customers to enable the lawful sharing of their personal data with Entelechy for the purposes of administering the User Subscriptions and the performance of this Agreement.
Entelechy's obligations
6.1 Entelechy undertakes that the Services will be performed in accordance with reasonable skill and care in accordance with good industry practice.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Entelechy's instructions, or modification or alteration of the Services by any party other than Entelechy or Entelechy's duly authorized contractors or agents.
6.3 This Agreement shall not prevent Entelechy from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
6.4 Entelechy does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
6.5 Entelechy warrants and undertakes that:
6.5.1 it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement; and
6.5.2 it will comply with all applicable laws and regulations with respect to its obligations under this Agreement.
Customer's obligations
7.1 The Customer shall:
7.1.1 provide Entelechy with:
7.1.1.1 all necessary co-operation in relation to this Agreement; and
7.1.1.2 all necessary access to such information as may be required by Entelechy; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
7.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; and
7.1.3 ensure that its Customers comply with the Terms of Service.
7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
- Service delivery
8.1. The Customer logs into the Personal Account by clicking on a one-time identifier in the address bar of a web browser (via a unique link) sent to the Customer at the email address specified by her/him.
8.2. The Customer independently selects the Service on the corresponding page of the contractor Website https://entelechy.school and pays for the Service of the Contractor in the manner proposed on the Website. The Customer may also agree with the Contractor on another payment method.
8.3. The Customer's personal account is linked to the Customer's e-mail address and is considered the Customer's electronic signature, certifying the Customer's actions, including orders and other actions on the Services by e-mail correspondence. Access to the Personal Account is provided only to the Customer. Any other person must register on the website separately.
8.4. The term for the provision of the Services by the Contractor: (a) for online events (classes, trainings, courses, seminars, sessions, etc.) - on the day of each event, the date of which is indicated on the Website, subject to possible changes to the schedule of such an event, such as this is indicated in paragraph 4.4. above; (b) to provide access to video recordings of events or other materials of the School - up to 4 (four) business days from the date of payment; (c) for other Services - up to 5 business days, unless otherwise specified in the description of the Service. If payment is made on a weekend or holiday, the processing time starts from the first business day after the holiday.
Charges and payment
9.1. The cost of the Services under this Agreement is determined in accordance with the cost of each specific Service, which are published on the Website and / or in the Personal Account, and / or sent to the Customer's e-mail address.
9.1.1. The price of the Agreement may be equal to the cost of a separate Service or consist of the sum of all Services ordered and paid for by the Customer (for example, an advance payment for several classes at once, for the entire course or module).
9.2. Payment for the Services is carried out by the Customer by non-cash payment to the current account of the Contractor.
9.3. The Customer(s) who reside outside of Azerbaijan, foreigners or stateless persons pay the cost of the Services in foreign currency according to the price of the Service specified on the relevant page of the Website.
9.4. Services are provided subject to payment in full (100%) amount to the account of the Contractor no later than the deadlines specified in accordance with the information letters and / or invoices that are sent to the Customer's e-mail address and or in the Customer's Personal Account. Payment is considered made from the moment the funds are credited to the Contractor's bank account.
9.5. The customer is solely responsible for the correctness of payments made by him.
9.6. Payment of a duly executed bill/invoice/invoice is the basis for accounting for a business transaction for the provision of services without drawing up an act of services rendered.
9.6.1. The act of work performed with the Customer is provided only at the request of the Customer.
9.7. Refunds for paid, but not rendered Services are carried out on the basis of an individual request from the Customer to the Contractor. Not rendered services means Services that have not yet been provided in accordance with the schedule published on the Website, but no later than the day (from 00:00 hours UTC) of the date of provision of the Services. Funds for the Services provided, but not received by the Customer for reasons beyond the Contractor's control, are not returned. The Customer receives a video recording or other materials related to the relevant Service.
9.7.1. The return to the Customer of funds for paid, but not provided Services occurs either in the way in which the payment was made, or individually agrees with the Customer on another way to carry out the refund operation. When issuing a refund, including an international SWIFT bank transfer, a service fee or bank / payment system commission for the refund may be withheld, such expenses are deducted from the amount to be refunded.
9.7.2. The moment of funds debiting is the moment of their debiting from the Contractor's bank account. The Contractor is not responsible for the work of Internet providers, telecom operators, banking institutions, Visa / MasterCard payment systems, as a result of which the necessary information, data were not received or received late, were lost or damaged.
9.8. Payment for the Services and the implementation of operations to return funds for paid, but not provided Services takes place in the USD (US dollars), and for currency payments – while payment in other currencies are transferred into USD according to the rates of the entities (banks, money transfer services, etc.) which administer the Customer payment for the Service/s.
Proprietary rights
The Customer acknowledges and agrees that Entelechy and/or its licensors own all intellectual property rights in the Services. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services.
Confidentiality
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Entelechy's Confidential Information.
11.6 Entelechy acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8 The above provisions of this clause 11 shall survive termination of this Agreement, however arising.
When a Customer is paying for a Customer’s academy membership, we will from time-to-time share anonymized information on CPD points achieved and badges earned by the Customer to check that the service is being used and appropriate progress made. These updates will identify a specific Customer but will not show any of the Customer’s personal thoughts, details, action plans, or identified areas of potential improvement.
Limitation of liability
12.1 Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use.
12.2 Nothing in this Agreement excludes the liability of Entelechy:
12.2.1 for death or personal injury caused by Entelechy's negligence; or
12.2.2 for fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and clause 12.2:
12.3.1 Entelechy shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
12.3.2 Entelechy's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount of Service payment paid by the Customer before the date on which the claim arose.
Term and termination
12.1. This Agreement shall enter into force from the moment specified in clause 2.9.
12.2. This Agreement is concluded indefinitely and is valid until its termination from the moment of unilateral refusal of the Customer from this Agreement, carried out by notifying the Contractor of such termination by the Customer or at the initiative of the Contractor, as indicated below.
12.3. This Agreement may be terminated at the initiative of the Contractor if the Customer has violated the terms of the Agreement, including (but not limited to) the conditions specified in paragraph 2.5-2.9 or paragraphs. 7.1-7.2 above or in case of violation of the rights and legally protected interests of the Contractor. In the event of termination of the Agreement at the initiative of the Contractor, the Contract may be renewed or concluded with the same Customer, or in favor of the same Customer, only after compensation to the Contractor for the losses caused by the Customer.
Force majeure
Entelechy shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, act of God, pandemic or epidemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Conflict
If there is an inconsistency between any of the provisions in the main body of this Agreement and any other agreement between the parties, the provisions of this Agreement shall prevail.
Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
18.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
18.2 If any provision or part-provision of this Agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
19.1 This Agreement, together with the Terms of Service, constitute the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
Assignment
20.1 The Customer shall not, without the prior written consent of Entelechy, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
20.2 Entelechy may assign or subcontract any or all of its rights and obligations under this Agreement to a member of its group.
No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Azerbaijan Republic.
Jurisdiction
Each party irrevocably agrees that the courts of Azerbaijan shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Interpretation
1.1 The definitions in this clause apply to these Conditions.
Agreement: the agreement between Entelechy School and the Customer for the supply of Services in accordance with these Conditions.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.
Customer Data: the data inputted by the Customer, Customers, or Entelechy School on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services and any data generated by, or derived from the Customer's use of the Services, whether hosted or stored within the Services or elsewhere.
Customer: the person or legal entity that purchases the Services from Entelechy School.
Data Protection Laws: means (a) the relevant legislation of Azerbaijan Republic; and (b) all other laws concerning the processing of data relating to living persons.
Effective Date: the date on which the Customer accepts these Conditions.
Contractor: Entelechy School, the entity providing services listed on https://entelechy.school/ (hereafter “the Website”).
Insolvency Event: where a person ceases or threatens to cease to carry on business, becomes insolvent, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for amalgamation or reconstruction) or undergoes any similar or equivalent process in any jurisdiction, and a person shall be “solvent” where it has not undergone (or having undergone, is discharged from all aspects of) an Insolvency Event;
Parties: Parties shall mean the Customer and Entelechy School.
Services: the online course, seminars, workshops, advising sessions, and other services reflected on the website https://entelechy.school/ and provided by Entelechy as part of the Services.
Terms of Service: Entelechy’s terms of use, which are available on the website https://entelechy.school/.
1.2 The terms “personal data”, and “process” (and its derivatives) shall have the meanings given to them in the Data Protection Laws.
Conditions of Service Provision
2.1 These are the Conditions on which Entelechy supplies the Services to its Customers. The placement of an order by the Customer constitutes an offer to purchase Services in accordance with these Conditions.
2.2 Entelechy’s acceptance of a Customer order will take place when Entelechy emails the Customer to accept it, at which point and on which date the Agreement will come into existence.
2.3 Upon acceptance of an order in accordance with clause 2.2, Entelechy hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit Customers to use the Services.
2.4 In relation to Customers, the Customer undertakes that the maximum number of Customers that it authorizes to access and use the Services shall not exceed the number of Users registered for the Service.
2.5 The Customer shall not knowingly:
2.5.1 distribute or transmit to Entelechy, via the Services, any viruses;
2.5.2 store, access, publish, disseminate, distribute or transmit via the Services any material which:
2.5.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.5.2.2 facilitates illegal activity;
2.5.2.3 depicts sexually explicit images;
2.5.2.4 promotes unlawful violence;
2.5.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.5.2.6 is otherwise illegal or causes damage or injury to any person or property, and Entelechy reserves the right, on no less than thirty (30) days' prior written notice to the Customer, such notice specifying the breach of this clause and requiring it to be remedied within the thirty (30) day period, to disable the Customer's access to the Services for the duration of time that the breach remains unremedied.
2.6 The Customer shall not:
2.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.6.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or its products (like course videos and written material, seminar videos and written material, workshop videos and written material, and all other Entelechy School material shared to Customer), in any form or media or by any means; or
2.6.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Entelechy material constituting Services;
2.6.2 access all or any part of the Services in order to build a product or service which competes with the Services;
2.6.3 use the Services to provide services to third parties;
2.6.4 subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Customers, or
2.6.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
2.7 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, if there is any such unauthorized access or use, promptly notify Entelechy.
2.8. Each Party guarantees to the other Party that it has the necessary legal capacity, as well as all the rights and powers necessary and sufficient for the conclusion and execution of this Agreement.
2.8.1. The Customer undertakes to comply with the moral and ethical standards and rules of conduct when receiving the Services.
2.8.2. The Customer is aware and agrees that the content of the Services may contain information intended exclusively for adults (content for 18 plus year-olds), that is, one that may include information with a negative impact on human psyche, in particular violence, profanity, and also include features of the presentation of such information by the authors, which can lead to negative emotions for the Customer, if not the perception of the way of presentation, feelings of discomfort or disgust.
2.9. By entering into this Agreement, the Customer automatically agrees to the full and unconditional acceptance of the provisions of this Agreement, the prices for the Services and all appendices that are integral parts of the Agreement.
Services
3.1. The subject of this Agreement is the provision by the Contractor of services, the list of which is posted on the Contractor's Website https://entelechy.school, namely: organizing and conducting seminars, courses, trainings, workshops, or other learning sessions, including remote (online) ones; access to video recordings of the seminars, courses, trainings, workshops, classes or other events. Each such seminar, course, film training or other class or event, as well as the provision of access to video recordings of seminars, courses, classes or other events is a separate service (each separately - "Services").
By agreeing to use our services, you may receive occasional special offers, marketing, and survey communication emails with respect to the services that we provide. You can easily unsubscribe from these communications by following the opt-out instruction in these emails. This can be done at any time.
3.2. Unless otherwise specified on the Website, Services combined into groups (course, module, trainings) are provided separately and are considered as an independent “service”.
3.3. The current conditions, schedule, program, address, cost and dates for the provision of the Services are published on the Website and / or sent to the Customer's e-mail address.
Change in Services
4.1. The Contractor has the right to change the schedule, program, address, cost and date of the provision of the Service without the consent of the Customer, in advance, at least one day before the date of the provision of the Service, informing the Customer about it. The Customer is deemed to have been duly notified if the corresponding message is published and/or sent to the Customer's e-mail address and/or in the Customer's Personal Account.
Data protection
5.1 The parties shall comply with Data Protection Laws when processing personal data under or in connection with this Agreement.
5.2 The Customer shall ensure that it has provided all appropriate notices (including Entelechy’s [privacy policy]) (https://entelechy.school/privacy-policy/ ) to, and to the extent required by Data Protection Laws obtained any necessary consents from, Customers to enable the lawful sharing of their personal data with Entelechy for the purposes of administering the User Subscriptions and the performance of this Agreement.
Entelechy's obligations
6.1 Entelechy undertakes that the Services will be performed in accordance with reasonable skill and care in accordance with good industry practice.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Entelechy's instructions, or modification or alteration of the Services by any party other than Entelechy or Entelechy's duly authorized contractors or agents.
6.3 This Agreement shall not prevent Entelechy from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
6.4 Entelechy does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
6.5 Entelechy warrants and undertakes that:
6.5.1 it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement; and
6.5.2 it will comply with all applicable laws and regulations with respect to its obligations under this Agreement.
Customer's obligations
7.1 The Customer shall:
7.1.1 provide Entelechy with:
7.1.1.1 all necessary co-operation in relation to this Agreement; and
7.1.1.2 all necessary access to such information as may be required by Entelechy; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
7.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; and
7.1.3 ensure that its Customers comply with the Terms of Service.
7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
- Service delivery
8.1. The Customer logs into the Personal Account by clicking on a one-time identifier in the address bar of a web browser (via a unique link) sent to the Customer at the email address specified by her/him.
8.2. The Customer independently selects the Service on the corresponding page of the contractor Website https://entelechy.school and pays for the Service of the Contractor in the manner proposed on the Website. The Customer may also agree with the Contractor on another payment method.
8.3. The Customer's personal account is linked to the Customer's e-mail address and is considered the Customer's electronic signature, certifying the Customer's actions, including orders and other actions on the Services by e-mail correspondence. Access to the Personal Account is provided only to the Customer. Any other person must register on the website separately.
8.4. The term for the provision of the Services by the Contractor: (a) for online events (classes, trainings, courses, seminars, sessions, etc.) - on the day of each event, the date of which is indicated on the Website, subject to possible changes to the schedule of such an event, such as this is indicated in paragraph 4.4. above; (b) to provide access to video recordings of events or other materials of the School - up to 4 (four) business days from the date of payment; (c) for other Services - up to 5 business days, unless otherwise specified in the description of the Service. If payment is made on a weekend or holiday, the processing time starts from the first business day after the holiday.
Charges and payment
9.1. The cost of the Services under this Agreement is determined in accordance with the cost of each specific Service, which are published on the Website and / or in the Personal Account, and / or sent to the Customer's e-mail address.
9.1.1. The price of the Agreement may be equal to the cost of a separate Service or consist of the sum of all Services ordered and paid for by the Customer (for example, an advance payment for several classes at once, for the entire course or module).
9.2. Payment for the Services is carried out by the Customer by non-cash payment to the current account of the Contractor.
9.3. The Customer(s) who reside outside of Azerbaijan, foreigners or stateless persons pay the cost of the Services in foreign currency according to the price of the Service specified on the relevant page of the Website.
9.4. Services are provided subject to payment in full (100%) amount to the account of the Contractor no later than the deadlines specified in accordance with the information letters and / or invoices that are sent to the Customer's e-mail address and or in the Customer's Personal Account. Payment is considered made from the moment the funds are credited to the Contractor's bank account.
9.5. The customer is solely responsible for the correctness of payments made by him.
9.6. Payment of a duly executed bill/invoice/invoice is the basis for accounting for a business transaction for the provision of services without drawing up an act of services rendered.
9.6.1. The act of work performed with the Customer is provided only at the request of the Customer.
9.7. Refunds for paid, but not rendered Services are carried out on the basis of an individual request from the Customer to the Contractor. Not rendered services means Services that have not yet been provided in accordance with the schedule published on the Website, but no later than the day (from 00:00 hours UTC) of the date of provision of the Services. Funds for the Services provided, but not received by the Customer for reasons beyond the Contractor's control, are not returned. The Customer receives a video recording or other materials related to the relevant Service.
9.7.1. The return to the Customer of funds for paid, but not provided Services occurs either in the way in which the payment was made, or individually agrees with the Customer on another way to carry out the refund operation. When issuing a refund, including an international SWIFT bank transfer, a service fee or bank / payment system commission for the refund may be withheld, such expenses are deducted from the amount to be refunded.
9.7.2. The moment of funds debiting is the moment of their debiting from the Contractor's bank account. The Contractor is not responsible for the work of Internet providers, telecom operators, banking institutions, Visa / MasterCard payment systems, as a result of which the necessary information, data were not received or received late, were lost or damaged.
9.8. Payment for the Services and the implementation of operations to return funds for paid, but not provided Services takes place in the USD (US dollars), and for currency payments – while payment in other currencies are transferred into USD according to the rates of the entities (banks, money transfer services, etc.) which administer the Customer payment for the Service/s.
Proprietary rights
The Customer acknowledges and agrees that Entelechy and/or its licensors own all intellectual property rights in the Services. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services.
Confidentiality
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Entelechy's Confidential Information.
11.6 Entelechy acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8 The above provisions of this clause 11 shall survive termination of this Agreement, however arising.
When a Customer is paying for a Customer’s academy membership, we will from time-to-time share anonymized information on CPD points achieved and badges earned by the Customer to check that the service is being used and appropriate progress made. These updates will identify a specific Customer but will not show any of the Customer’s personal thoughts, details, action plans, or identified areas of potential improvement.
Limitation of liability
12.1 Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use.
12.2 Nothing in this Agreement excludes the liability of Entelechy:
12.2.1 for death or personal injury caused by Entelechy's negligence; or
12.2.2 for fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and clause 12.2:
12.3.1 Entelechy shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
12.3.2 Entelechy's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount of Service payment paid by the Customer before the date on which the claim arose.
Term and termination
12.1. This Agreement shall enter into force from the moment specified in clause 2.9.
12.2. This Agreement is concluded indefinitely and is valid until its termination from the moment of unilateral refusal of the Customer from this Agreement, carried out by notifying the Contractor of such termination by the Customer or at the initiative of the Contractor, as indicated below.
12.3. This Agreement may be terminated at the initiative of the Contractor if the Customer has violated the terms of the Agreement, including (but not limited to) the conditions specified in paragraph 2.5-2.9 or paragraphs. 7.1-7.2 above or in case of violation of the rights and legally protected interests of the Contractor. In the event of termination of the Agreement at the initiative of the Contractor, the Contract may be renewed or concluded with the same Customer, or in favor of the same Customer, only after compensation to the Contractor for the losses caused by the Customer.
Force majeure
Entelechy shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, act of God, pandemic or epidemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Conflict
If there is an inconsistency between any of the provisions in the main body of this Agreement and any other agreement between the parties, the provisions of this Agreement shall prevail.
Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
18.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
18.2 If any provision or part-provision of this Agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
19.1 This Agreement, together with the Terms of Service, constitute the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
Assignment
20.1 The Customer shall not, without the prior written consent of Entelechy, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
20.2 Entelechy may assign or subcontract any or all of its rights and obligations under this Agreement to a member of its group.
No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Azerbaijan Republic.
Jurisdiction
Each party irrevocably agrees that the courts of Azerbaijan shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
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