Russian Federation
Sverdlovsk Region, Nizhniy Tagil
2020
This Offer is a proposal of Nova Palette LLC, duly represented by Barayeva Marina Vladimirovna, the Director, acting on the basis of the Articles of Association, hereinafter referred to as the “Contractor”, and contains all the essential terms of the Services Agreement, including all its applications and additions.
The Contractor proposes and assumes:
Careful reading of the text of this public offer by the potential Client, understanding of the conditions set forth therein.
The acceptance of the Offer entails the conclusion of the Agreement on the conditions set forth in the Offer in accordance with the provisions of Articles 432, 433, 435, 437, 438, 439, 440 of the Civil Code of the Russian Federation (hereinafter – the Civil Code of the Russian Federation).
Acceptor – the person making the acceptance of this Offer (acceptance of the conditions set forth in the offer without disagreement and exemption, payment for the Services in accordance with its terms) becomes a “Client”, a party to the Services Agreement.
If the Acceptor does not agree with any condition of the Offer, i.e. refuses to acquire the Services of the Contractor under the conditions specified in this Offer, this means the FAILURE TO CONCLUDE the Services Agreement on the essential terms of this Offer.
At the same time, a person who wishes to receive the Contractor’s Service on other terms has the right to apply to the Contractor and initiate a negotiation procedure for concluding a contract on individual conditions different from those set forth in this Offer – and if agreed upon – to sign a separate Contract.
Terms and definitions
For the purposes of this Offer, the following terms and definitions are used in the following meaning:
Acceptance – full and unconditional acceptance of the terms and conditions of this Offer by the Acceptor. The acceptance is the payment for the Services through a link to the payment posted on the Contractor’s website, payment of the invoice issued to the Client.
Client is a legal entity (represented by its representatives – duly authorized persons) or a capable natural person who has reached the age of 18, made acceptance of the Offer. The Party under the Services Agreement.
Contractor / Offeror – Nova Palette LLC, duly represented by Barayeva Marina Vladimirovna, the Director, acting on the basis of the Articles of Association. The Party under the Services Agreement.
Consulting services / Services – services provided to Clients in the form of coaching, webinars, trainings, seminars, master classes, supervision, mentoring, consultations, and other similar forms. Services are provided in an online format (via the Internet by providing access to materials and online rooms where the Services are being provided)
Website – a set of information placed in the information and telecommunications network at certain network addresses. For the purposes of this Offer, the Contractor’s Website are websites, as well as its derivatives, located on the Internet at marinabarayeva.com
Order/Registration Form – a form posted on the Website, completed by the Client before payment for the Service chosen by it. The form contains information about the Client (personal data) and indicates the choice of the appropriate Service.
Personal data – information provided by the Client during the Registration procedure (filling out the order form) on the website marinabarayeva.com, which indicates personally the Client (name, phone number, e-mail, other contact information of the Client and other information that may be reasonably attributed to such information.
The indication of such initial data is a necessary condition for the acceptance of the Offer;
Materials – video, audio and other materials that contain information necessary for the Client to participate in the consulting sessions and programs.
Webinar – an online meeting held over the Internet in real-time to obtain and assimilate the necessary information – is part of the process of participation in the program.
1. SUBJECT OF THE AGREEMENT
1.1. The subject of this offer is the Contractor’s offer to provide the acceptor of the offer with information and consultancy services in accordance with the terms of this Agreement.
1.2. Dates, topics, cost of Services are discussed individually.
1.3. In accordance with the terms of this Agreement, the Contractor during the term of this Agreement provides, and the Client agrees to accept and pay for the Services in the manner and under the conditions provided for in this Agreement.
2. TERM, CONDITIONS OF CHANGES, AND TERMINATION OF THE AGREEMENT
2.1. The Agreement enters into force from the date of Acceptance and is valid until the Parties fulfill their obligations under this Agreement.
2.2. The Service Start Date is the first day on which the Client starts consulting interaction with the Contractor. Interaction implies active actions of the Client aimed at the consumption of the Service (participation in the webinar, practice, etc.).
2.3. The Contractor may at any time make changes to the terms of this Offer and / or withdraw the Offer at any time at its discretion.
2.3.1. In the event that the Contractor makes changes to this Offer, such changes will take effect from the moment of posting the modified text of the Offer on the Contractor’s Website.
2.3.2. The Agreement already concluded / accepted is subject to execution by the Parties under the terms of this Offer, if this is not achieved and signed by the Parties of another Supplementary Agreement.
2.3.3. The date from which the Offer Agreement is valid is always stated at the beginning of the Offer Agreement. The Contractor undertakes to provide services paid before this date on the same terms (on the terms of the Offer Agreement published on the date of payment for the Services).
2.5. The Offer Agreement may be terminated for the following reasons:
2.5.1. Termination by mutual consent of the Parties.
2.5.2. Unilateral extrajudicial refusal of the Client to perform the Agreement at any time without explaining the reasons for refusal, including after the commencement of the provision of the Service (!). In this case, the Client is obliged to pay for the Service already rendered by this moment, as well as to reimburse the Contractor’s expenses actually incurred at the time of termination of this Agreement related to the execution of this Agreement, including transaction costs associated with the return of funds, as well as the conditions of clause 5.9.
2.6. The Offer Agreement may be terminated for the following reasons:
2.6.1. Termination by mutual consent of the Parties.
2.6.2. Unilateral extrajudicial refusal of the Client to perform the Agreement at any time without explaining the reasons for refusal before the commencement of the provision of the Service (!). In this case, the Client is obliged to reimburse the Contractor’s expenses actually incurred at the time of termination of this Agreement related to the execution of this Agreement, including transaction costs associated with the return of funds.
2.6.3. At the initiative of the Contractor, including – after the commencement of the provision of the Service on the grounds provided for by clause 5.6, subject to the conditions of clauses 5.6 – 5.8 of this Agreement.
3. COST OF SERVICES AND SETTLEMENT PROCEDURE
3.1. The cost of the Services hereunder can be expressed in Russian Rubles (RUB) or US dollars (USD) and is listed on the website marinabarayeva.com or can be discussed individually.
3.2. Subject to the conditions of clause 2.3. of this Agreement, the cost may change, while the specified value cannot be changed from the time of the Acceptance of this Offer Agreement.
3.3. Payment is made in rubles of the Russian Federation by prepayment in the amount of 100% of the cost of Services.
3.3.1. If the Client is a resident of the Russian Federation, the payment shall be made in Russian Rubles (RUB) in accordance to the official Russian Ruble (RUB) to US dollars (USD) currency exchange rate of the Central Bank of Russia in force as of the date of the payment.
3.3.2. Clients who are not residents of the Russian Federation shall pay in US dollars (USD) at the exchange rate of The Central Bank of the Russian Federation (http://www.cbr.ru/) as at the date of the payment.
3.4. The moment of payment shall be crediting funds to the current account of the Contractor or cash deposit to the cashier of the Contractor.
3.5. The Parties may, by agreement, enter into a Supplementary Agreement of the Parties on individual payment terms.
3.6. The late payment of the Services by the Client, as well as the late payment of amounts according to the payment schedule and / or not fully paid, is a reason for revising the Cost of Services towards an increase (if the cost of the Services of the Contractor has changed since the signing of this Agreement) and / or to suspend the provision of the Services until the Client makes the payment in full.
3.7. The contractor and clients do not sign a Certificate of Acceptance. Payment confirms the quality of services.
4. OBLIGATIONS OF THE PARTIES
4.1. The CONTRACTOR and the CLIENT agree as follows:
4.1.1. Service is an ongoing relationship between a Contractor and a client. The Client’s agenda is central to the relationship and will be worked on jointly by both the Contractor and the Client.
4.1.2. Service is designed to address subjects the Client would like to consider. The Contractor does not have answers to the Client’s issues but committed to working with the Client to explore them and help identify how to move forward. There are no guaranteed results.
4.1.3. Service can involve brainstorming, values clarification, the completion of written assignments, education, goal setting, identifying plans of action, examining lifestyles, and questioning.
4.1.4. Each session will be timed to coincide with specific stages of work or situation so that constructive feedback can be provided and objectives reviewed. It is the joint responsibility of both the Contractor and the Client to agree to the scheduling of these sessions.
4.2. The CONTRACTOR undertakes:
4.2.1. To fulfill the obligations assumed under this Offer Agreement qualitatively and on time. To provide organizational and administrative support for the provision of Services.
4.2.2. To provide the Client with the necessary materials and be prepared for each coaching/consulting session.
4.2.3. Timely to provide the Client with all the information necessary for the passage of the program and the fulfillment of its obligations under this Agreement (including all changes, additions to the dates, location of each session).
4.2.4. In due time to notify the Client about the presence and / or occurrence of circumstances impeding the fulfillment of the obligations assumed by the Contractor.
4.3. The CONTRACTOR has the right to:
4.3.1. Provide Services in person or through a third party – Consultant /Coach.
4.3.2. (!) The Contractor confirms that all Consultants/Coaches that the Contractor engages to provide the Services hereunder have the right to run the program, own the methodology, technology of this program and have all the necessary competencies and guidance materials.
4.3.3. Restrict the admission of the Client to participate in the program, if it violates the terms of this Agreement.
4.3.4. Limit / terminate the provision of Client access to the Services without refund of paid funds for violation of moral and ethical standards and / or distribution of advertising or other information, other incorrect behavior of the Client, which impedes the provision of the Service, violates the interests and rights of other Clients (program participants), coach, Contractor.
4.3.5. On the basis of the contact data received from the Client, transfer to its address information and advertising messages related to the Services and the activities of the Contractor, without the additional consent of the Client. At the same time, such messages should contain a link to the refusal to receive them, the activation of which by the Client is equal to the withdrawal of the Client’s consent to the processing of its Personal Data.
4.3.6. If the Client fails to fulfill its payment obligations stipulated by this Agreement and / or the Supplementary Agreement of the Parties, the Contractor shall have the right to suspend the provision of the Services unilaterally.
4.4. The CLIENT undertakes:
4.4.1. To pay the Contractor’s Services in a timely manner in the amount and time stipulated by this Agreement and / or the Supplementary Agreement of the Parties on individual payment terms.
4.4.2. Carefully read and implement the Program Regulations, which contains the conditions and requirements for participants.
4.4.4. Not to copy (not to duplicate or reproduce in any other way), not to transfer the material for copying to third parties or organizations, not to reproduce it, not to distribute it (including within the computer network), if there is no unambiguous written permission from the Contractor with the obligatory indication of the materials’ authors. The Client undertakes to comply with this provision both during the term of this Agreement and after its termination.
4.4.5. Not to use handouts for commercial purposes, as well as other purposes, if this may cause any harm to the Contractor, incl. their business reputation, both during the term of this Agreement, and after its termination.
4.4.6. To provide its current contact information (including phone number) and other necessary information for quick communication and exchange of information.
4.5. The CLIENT has the right to:
4.5.1. Contact the Contractor for information about the Services of the Contractor, the terms of the provision of the program and other issues relating to the process of providing the Services by the phones of the Contractor specified in clause 8 of this Agreement and / or in electronic correspondence from 9 am to 8 pm) and/or the guide except weekends and holidays.
5. LIABILITY OF THE PARTIES
5.1. For non-fulfillment or improper fulfillment of their obligations under this Agreement, the Parties shall be liable in accordance with applicable law.
5.2. The Contractor shall not be liable for incorrect (unreliable) information specified by the Client when filling in the Agreement, or when paying for the Services.
5.3. The Contractor shall not be liable to the Client and / or to any third party for any direct and / or indirect damages caused as a result of any use of information obtained by the Client in the provision of the Service.
5.4. The total liability of the Contractor for any claims may not exceed the amount of the payment paid by the Client for the Services to the Contractor.
5.5. The Client is fully responsible for the accuracy of the payments made by it, for the accuracy and correctness of the information provided to the Contractor (including the indication of its personal data).
5.6. The violation by the Client of the obligations stipulated by clause 4.4 of this Agreement is recognized as a violation of the essential terms of the Agreement and gives the right to the Contractor to refuse to perform the Agreement unilaterally out of court, and the Contractor has the right to withhold the penalty from the Client in the amount of 30% from the price of the Service.
5.7. Upon termination of this Agreement unilaterally at the initiative of the Contractor on the grounds provided for by clause 5.6, the Contractor notifies the Client about the termination of the Contract and within 30 (thirty) working days returns to the Client the funds paid for the provision of the Service, while keeping the cost of the Services already rendered on the date of the Contractor’s refusal to perform the Agreement and the penalties provided for in this Agreement (clause 5.6).
5.8. The Parties shall not be liable for non-performance or improper performance of their obligations under the Agreement, if this failure to perform or improper performance is caused by the action of force majeure under the following conditions:
5.8.1. In the event of force majeure, the Party who discovered such circumstances is obliged to notify the other Party of the Agreement no later than 3 (three) calendar days from the date of discovery of such circumstances.
5.8.2. The Parties undertake to make a decision on the procedure for the execution of the Agreement, its validity in the conditions of continuing force majeure circumstances. If they last more than 30 days, any of the Parties shall have the right to refuse to perform the Agreement.
5.8.3. If one of the Parties makes a decision on termination of the Contract on the grounds of clause 5.8 (2), the Parties undertake to settle mutual financial obligations within 30 (thirty) calendar days. In this case, the Services already rendered at the time of termination of the Agreement are subject to payment, penalties – subject to the fulfillment of the obligations undertaken in clause 5.8.1 – are not imposed.
6. OTHER REPRESENTATIONS OF THE PARTIES
6.1. The Parties mutually assure that they have all the rights and powers for the conclusion and execution of this Agreement, that they are not aware of any circumstances that prevent this.
6.2. Conclusion of the Agreement for the Parties is voluntary and not burdensome.
6.3. Information provided / transmitted to the Client in the process of providing the Services is the intellectual property of the Nova Palette, LLC and is subject to protection in accordance with the terms of this Agreement, Russian and international copyright laws.
6.4. By accepting this Agreement, the Client confirms that he is informed about the conditions for the provision of the Service, the terms of performance and termination of the Agreement.
6.5. In the event that the Client passes the session in whole or in part, for reasons beyond the control of the Contractor, the Client is not entitled to request its resubmission or provision of information in another form. However, the Services are deemed to be provided by the Contractor in a proper manner.
6.5.1. If the Contractor considers it possible for the coaching/consulting session to pass by the Client on other dates, the conditions for passing the session, including the cost of the Services on new dates, may differ from the terms of this Offer – in this case, the difference in the price of the Service is refundable by the Client.
6.6. The Client understands and accepts that the Contractor does not guarantee any financial or other results of the use by the Client of the information and skills obtained as a result of the provision of the Services.
6.7. The Client, as the subject of personal data, accepting this Agreement consents to the processing, storage, transmission of its personal data.
6.7.1. The Contractor guarantees that the Personal Data of the Client will be used solely for the purpose of fulfilling its obligations hereunder, including marketing activities.
6.7.2. The Contractor has access to the Client’s Personal data, including employees of the Contractor for the purposes specified in clause 6.8.1.
7. FINAL PROVISIONS.
7.1. This Agreement establishes a mandatory claim settlement procedure for disputes and disagreements: the time limit for responding to a claim is 7 (seven) working days from the date of its receipt by the addressee.
7.2. If the dispute and disagreements that have arisen are not resolved through negotiations, they are subject to resolution in the competent court at the location of the Contractor.
7.3. The Parties are obliged to notify each other in advance / in a timely manner about the circumstances affecting the performance of this Agreement, in order to prevent the negative consequences of such circumstances on the outcome of the contractual relations of the Parties.
7.4. Legally significant messages (letters, notifications, messages) sent by the Parties to the Agreement by e-mail to the addresses indicated on the Website of the Contractor and in the Personal data of the Client indicated during registration are considered to be sent accordingly and are to be used along with the correspondence sent by postal communication.
7.5. For the purposes of operational document circulation on the execution of this Agreement, the following procedure for the exchange of legally relevant messages through e-mail is established:
(1) Legally significant messages sent / received by the Parties to e-mail addresses are deemed to be sent by the recipient hereunder (sender of the electronic message) and received by the addressee hereunder (recipient of the electronic message);
(2) Accepting legally significant messages by execution is a confirmation of receipt of the corresponding electronic messages;
(3) Messages, claims, notifications, including those related to the negotiation of individual conditions of the Agreement, including payment terms, termination of the Agreement, transmitted by e-mail, have full legal force for the Parties.
(4) Any message sent from the Contractor’s e-mail address is considered a legally significant message sent by the Contractor. The Contractor confirms that letters received by the Client from the Contractor’s address by e-mail are sent by the Contractor itself or by persons authorized by it (indicating the signature of the message on the other name of the signatory person has no legal role – when sending legally significant messages relating to this Agreement, the indicated are considered to be directed by the Contractor itself), while: the Contractor manages the email and the Contractor bears all the risks and consequences associated with access to its mail of any third persons, while the Client is free from the burden of proof identity of the message sender and message text matching the actual will of the Contractor.
(5) Any message sent from the Customer’s email address (specified during registration) is considered a legally significant message sent by the Customer. The Client confirms that the messages received by the Contractor from the Client’s address by e-mail are sent by the Client itself, in this case: it manages the e-mail and the Client bears all risks and consequences associated with access to its mail by any third parties, and the Contractor is exempt from the burden of proving the identity of the sender of the message and the correspondence of the text of the message to the actual will of the Client.
(6) When changing the e-mail address, the Client is obliged to immediately notify about this change of the Contractor – otherwise the Client bears the risk of adverse consequences associated with the change of address, and messages sent by the Contractor to the “previous” address are considered to be sent / received by the Client.
7.6. In all cases not covered by this Agreement, the Parties are governed by applicable law.
7.7. Neither Party will transfer its rights and obligations hereunder without the prior written consent of the other Party.
7.8. All changes, additions, annexes, and individual conditions to this Agreement must be made in writing and signed by authorized representatives of the Parties.
8. DETAILS OF THE CONTRACTOR
Nova Palette, LLC
OGRN 1106623001616
INN 6623068022
KPP 662301001
Address: 622048, Russian Federation, Sverdlovsk Region, Nizhniy Tagil, 52, Leningradskiy Prospekt
e-mail: support@marinabarayeva.com