PUBLIC OFFER AGREEMENT

on the provision of paid servicesin the area of supplementary education

in the form of learning foreign languages online (amended on 21.09.2023 р.)

Sole proprietor "LHOV VALERII", who is acting on the basis of this Agreement (hereinafter referred to as the "Contractor"), on the one hand, and Any capable individual, who has expressed an intention to enter into this Agreement of his own free will (hereinafter referred to as "Customer"), on the other part hereinafter together – the Parties, and each separately, the Party have entered into this Public Offer Agreement on providing educational services in the form of learning foreign languages online (hereinafter – the Agreement) under of the Civil Code of Georgia, have entered into this Agreement on the provision of‍

1. GENERAL PROVISIONS AND DEFINITIONS

To ensure that the provisions of this Agreement are understood and interpreted in the same way, the Parties have agreed to define the following terms:

Public Offer Agreement - the official public offer of the Contractor, a sample of which is posted on the official website or on the Partner Websites, addressed to any person to conclude an agreement under the terms of this Agreement. The Public Offer Agreement may also be made by sending a commercial e-mail to the Customer via messengers or e-mail, if the Customer has no opportunity to access the Public Offer Agreement via the Contractor's electronic resource.

The Agreement means an agreement on the provision of paid Services by the Contractor and their receipt by the Customer on the terms of this Offer after the Customer's acceptance of this Offer according to the Civil Code of Georgia.

"Customer" – any capable individual, who has reached the age of 18, who has full civil capacity, who is the father, mother and/or other legal representative of the person, who receives Contractor`s paid services on the terms of this Offer.

The recipient - an individual of any age and gender (children, adolescents), to meet the needs of whom educational services are provided by Contractor.

Application form - an attachment to the Agreement, which is its integral part, the submission of which by the Customer indicates only the intention to enter into the Agreement.

The Annexes to the Agreement shall be its integral part. All terms and conditions stated in the Annexes shall supplement the terms of the Agreement.

Services - learning a foreign language, foreign language courses, services provided by the Contractor to the Customer within the terms of the Agreement orally, distantly, via any means of e-communication, also by providing access to participate in classes in group online sessions and/or private lessons, also by granting access to consultations in electronic form (video recording or auto-webinar).

Internet resource of the Contractor - a website with the domain address https://uknow.education/, other resource or service of the Contractor, which contains the Offer, relevant information about the Services ("Annex to the Agreement"), including a website, mobile application, web client to which the Client has access.

Validity Period - a period of time within which the Contractor is obliged to provide the Customer with the Services paid for by the Customer under the terms of the Agreement. The Validity Period shall be equal to the period of providing the Services stated in the Agreement ("Annex").

Content - the results of the intellectual activity of the Contractor, including: texts, articles, presentations, templates, lectures, performances, speeches; audio and visual works, video courses, sound recordings, images, trademarks, commercial designations and trade names, logos; hypertext links, their fragments, information, other objects posted on the Contractor's website and Internet resources to which the Customer has access as a result of the Acceptance.

Acceptance - provision by the Customer of a full and unconditional response to the Contractor to his proposal to enter into the Agreement on the terms and conditions specified in the Public Offer Agreement, by filling in (signing) an application for entering into the Agreement and/or payment for the requested Services, indicating the acceptance of the Public Offer Agreement.

Acceptance shall be carried out by the Customer by making payment (without electronic signatures).

• by filling in, signing and submitting a written Acceptance by the Customer, a copy of which is posted on the Contractor's website;
• by transferring funds to the Contractor's bank account as payment for the relevant services of the Contractor;
• by paying for services in cash.‍

2. GENERAL PROVISIONS

2.1. In accordance with the Civil Code of Georgia (hereinafter referred to as the Civil Code of Georgia) this Public Offer Agreement is an official offer of the "UKnow" programming school represented by LHOV VALERII (hereinafter referred to as the Contractor), addressed to an unlimited number of individuals (hereinafter referred to as the Customer) to enter into the Agreement on the provision of supplementary education services for learning a programming languages (hereinafter referred to as the Agreement), in particular, remotely by means of the website or by other means of communication.

2.2. The provisions of the current legislation of Georgia shall be applied to the relationship between the Contractor and the Customer. The educational services presented on the website and the Agreement are a Public Offer Agreement in accordance with the Civil Code of Georgia.

2.3. The current version of the Agreement is always available on the official website of the Contractor.

2.4. The Contractor has the right to amend the Public Offer Agreement unilaterally by posting a new version of the Public Offer on the website without notifying the Customer. The new version shall enter into force on the date of its publication on the website, in case it is not stated in the Public Offer.

2.5. The Contractor shall have the right to assign (or to transfer in any other way) his rights and obligations the Third Parties.

2.6 The access to the Website may be temporarily, partially or completely unavailable due to works or due to any other technical reasons without notifying the Customer.

2.7. The Contractor shall not be liable for interruptions in the functioning of the site, connection errors, inaccessibility or malfunction of the site, Internet connection failures and any other problems beyond the Contractor's control.

2.8. The Contractor is not liable for possible errors in the security system and for any harm that may be caused to the Customer's computer system (hardware and software) or files and documents stored therein.

2.9. The Agreement shall be considered concluded on the terms and conditions defined in this Public Offer and the Agreement upon signing the acceptance.

2.10. By signing the Acceptance, the Customer fully accepts the terms and conditions of this Public Offer and the Agreement.

2.11. Each Party warrants to the other Party that it possesses the necessary legal capacity and full civil capacity to act, as well as all the rights and powers sufficient to enter into and perform the Agreement.‍

3. SUBJECT OF THE AGREEMENT

3.1. The Subject of this Agreement is the provision of supplementary education services by the Contractor to the Customer, with the purpose of improving his/her programming languages proficiency, which are paid by the Customer in accordance with the terms and conditions specified in this Agreement.

3.2. The list and cost of services shall be established and indicated by the Contractor on the website.

3.3 In the process of carrying out the request, the Customer shall, of his/her own free will, select the services he intends to receive.

3.4. The Services are provided on an "as is" basis. The Contractor does not guarantee that the Services shall meet the goals and expectations of the Customer or any other individuals.

3.5. The Services are provided by the programming school "UKnow", which operates remotely. The school works with all regions of Georgia, Ukraine, Europe, America and Asia by means of online classes. To choose the form of the course, the Customer shall indicate his/her location or place of residence.

4. PROCEDURE FOR CONCLUDING THE AGREEMENT

4.1. Before signing the Acceptance, the Customer shall individually read the following terms and conditions of learning, provision of services, provisions of the Agreement and shall carry out ordering the selected services and payment for them

4.2. All the terms of the Agreement and its Annexes shall be obligatory for the Customer and the the Contractor after signing the Acceptance by the Customer.

4.3. If the Customer does not agree with the terms of the Public Offer, he shall not sign the Acceptance and use the Services.

4.4. In case the Customer is not aware with or does not understand any essential terms and conditions of the Services under this Agreement, he shall address the Contractor in written form to clarify them. Otherwise, he shall not be entitled to claim that he is not aware of the essential terms of the Services and to withdraw from the Agreement after Acceptance on this basis.

4.5. By signing the Acceptance, the Customer automatically confirms the fact of acquaintance with the provisions of the Public Offer, this Agreement, the terms of services, information posted on the Contractor's website, and also agrees with the Customer's full and unconditional acceptance of the provisions of the Public Offera and the Agreement, the scope, amount and list of services, terms, Tariffs, all additions and additional services that are an integral part of the Agreement

4.6. Acceptance of the offer to enter into the Agreement and conclusion of the Agreement is payment for services, which indicates the Customer's entering into the Agreement in accordance with the Civil Code of Georgia and is equivalent to the Agreement signed by both parties.

4.7. The Agreement shall enter into force on the date of receipt by the Contractor of 100% payment in the amount agreed upon by both Parties.

4.8. The Service Customer who signs (accepts) the offer to conclude the Agreement shall provide the information necessary for its conclusion (full name, telephone number, place of residence, passport data, e-mail address and other data upon Contractor's request).

4.9. In case the Customer has become aware of the terms of the Annex from Third Parties and intends to purchase the Contractor's Services, he shall first read and accept the terms of this Public Offer. The Customer shall not be entitled to pay for the Services solely on the basis of the Annex, unless the Customer agrees or is not acquainted with the terms and conditions of this Agreement.

4.10. The Customer is obliged to inform the Contractor about the convenient electronic means of communication.

4.11. Each Party warrants to the other Party that it has the necessary legal capacity, as well as all the necessary rights and powers, sufficient to enter into and perform this Agreement in accordance with its terms and conditions

4.12. The Agreement on the provision of the Services shall be concluded by giving consent by the Customer to enter into the offered Agreement in its entirety, by accepting all the essential terms of the Agreement, without signing a written copy by the Parties. This Agreement shall be legally valid in accordance with the Civil Code of Georgia and is equivalent to the Agreement signed by the Parties.

5. TERMS AND CONDITIONS OF PROVISION AND RECEIPT OF THE SERVICES

5.1. The Services shall be provided by the Contractor under the following conditions:

5.2. The Contractor shall have the technical and other capabilities to provide the Customer with the ordered service.

5.3. Acquaintance of the Customer with the terms of this Agreement.

5.4. Granting consent by the Customer to the processing of his personal data in accordance with the Law of Georgia "On Personal Data Protection".

5.5. Drawing up (signing) a written application for entry into this Agreement by the Customer.

5.6. Provision of the original documents required to receive the relevant service by the Customer to the Contractor, including documents confirming their identity, citizenship or special status and the possibility to take copies of them.

5.7. Drawing up (signing) other documents required to receive a particular service by the Customer.

5.8. Payment for the provision of the service to the current account of the Contractor in the amount established by the current Tariffs, and payment for other obligatory fees by the Customer.

5.9 In case of impossibility to provide the services requested by the Customer, including due to reasons beyond the Contractor's control, the latter shall have the right to exclude relevant services from the Customer's order and notify the Customer thereof by e-mail or by making a call to the telephone number specified by the Customer.‍

6. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR‍

6.1. The Contractor undertakes to:‍

6.1.1. Provide a course of study to the Customer in accordance with the terms of this Agreement, only upon full payment of the cost of the of the Contractor's services in accordance with this Agreement.

6.1.2. At his sole discretion, provide the Customer with educational and information online materials (video, text, etc) within the course of study.

6.1.3. Conduct online classes in the real-time mode (with the use of telecommunication means such as Zoom, Google Meet, Viber, Telegram, etc.) according to the previously agreed schedule with the Customer.

6.1.4. In case of impossibility to conduct online classes according to the previously agreed schedule, due to reasons beyond the Contractor's control, the Contractor may postpone the dates of their conduct by notifying the Customer in advance.

6.1.5. Set the schedule of classes in the agreement with the Customer;

6.1.6. Notify the Customer of prolonged absence of the Student from the Course and of unsatisfactory performance of tasks.

6.1.7. The Services under this Agreement shall be considered to be rendered by the Contractor:

for online classes in the real-time mode - of the end of the online class (regardless of whether the Customer has attended it).‍

6.2. The Contractor is entitled to:‍

6.2.1. At his sole discretion and unilaterally determine the date, format, time, topic, lecturers, duration and other conditions of the classes, on which services are provided, cancel or postpone them by notifying the Customer and the Recipient;

6.2.2. Postpone the dates of the classes in case of unforeseen circumstances upon notifying the Customer by means of a telephone call or SMS message in advance.

6.2.3. To suspend the Customer from membership in community chats in case of violation of generally accepted moral and ethical standards of behaviour.

6.2.4. Not to allow the Customer to attend classes (Recipient) in the following cases:

• untimely and/or incomplete payment for the services.
• at any time refuse to provide services to the student if his behaviour within the classes does not allow his teacher to perform his duties properly and other students to perceive information efficiently, violates socially acceptable standards of behaviour and mutual respect, in particular by using obscene language, making rude remarks to the teacher or other students if they attend the class, or provoking aggressive behaviour. In this case, the money paid by the Customer for the provision of services shall not be refunded.

6.2.5. Expel the Customer from the course in case of violation of the Contractor's copyright, specifically: copying and distribution of of the educational content to third Parties.

6.2.6. Expel the Customer from the course in case of confirmation that course materials have been used by two or more individuals.

6.2.7. At his sole discretion, engage third Parties to perform his duties under this Agreement.

6.2.8. To provide to the Customer (Recipient), who has successfully completed the full course of study, the relevant document (internal certificate), on condition that the Recipient has attended 80% of the classes and has passed the internal school exam.

6.2.9. Require the Customer and/or the Recipient to comply with and perform the terms of this Agreement.

6.2.10. For early termination of the Agreement.

6.2.11. Suspend the provision of services and/or terminate the Agreement unilaterally, in case of violation by the Customer of the undertaken obligations and/or warranties set forth in this Agreement.

6.2.12. Set and amend the cost of services, apply systems of discounts for services unilaterally.

6.2.13. Not to advance the Customer (Recipient) to the next level in case the level of knowledge does not meet the requirements of the curriculum (the percentage of correct responses within the final test is below 60%).

6.2.14. The Customer (Recipient) of the service shall study within the programme in a group that corresponds to his age and level. In case the level of programming proficiency is not considered to be suitable for studying in the proposed group, the Contractor is entitled to transfer the student to another age or level group.

6.2.15. The lesson shall be considered to have been duly conducted in case the Customer (Recipient) does not attend the lesson or cancels it less than 2 hours before the beginning of the lesson.

6.2.16. Consider the lesson to be conducted duly in case the Customer (Recipient) has not notified the administrator and the Contractor within 2 hours from the agreed time of the beginning of the lesson that the lesson was not conducted due to the Teacher's fault.

6.2.17. In case the Customer (Recipient) is late for the lesson by 15 minutes or more, such lesson shall be considered to be conducted.

6.2.18. Change and supplement this Public Offer Agreement by publishing it on the website https://uknow.education/agreements at own discretion. The Recipient (Customer) full responsibility for timely familiarization with possible changes.‍

7. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

7.1. The Customer is obliged to:

7.1.1. Pay for the rendered service within the terms and in the procedure, specified in Section 6 of this Agreement.

7.1.2. Attend all the classes in accordance with the Programme and Schedule, take responsibility for the tasks of the Contractor or third Parties engaged by the Contractor, do homework or control such performance in accordance with the programme of services agreed with the teacher, for the purpose of improving and enhancing the services provided to the student.

7.1.3. Not to distribute any materials (including recordings of the classes) that were provided to the Customer within the term of this Agreement, unless the Contractor has given his written consent to the distribution of such information.

7.1.4. Strictly follow and comply with the Rules of "UKnow" Programming School, generally accepted standards of morality and behaviour. Be mutually polite with the administration, teachers and students.

7.1.5. Purchase/print textbooks and materials necessary for studying the course independently at your own expense.

7.1.6. Not to violate the copyright and personal non-property rights of the Contractor.

7.1.7. To participate in the Online Broadcast, the Customer shall individually ensure compliance with the appropriate requirements for his personal computer and the Internet.

7.1.8. To comply with the requirements of the legislation in the field of intellectual property.

7.1.9. To duly comply with all the terms and conditions of this Agreement.

7.1.10. Familiarize yourself with this Public Offer Agreement, which is published on the website https://uknow.education/agreements and the Privacy Policy, which is published on the website https://uknow.education/privacy. The User (Customer) is fully responsible for timely familiarization with possible changes.

7.2. The Customer is entitled to:‍

7.2.1. To request the provision of the services ordered under this Agreement, in the agreed volume and of proper quality in accordance with the schedule at the place of provision of the services specified in this Agreement.

7.2.2. Receive from the Contractor all the necessary study materials in accordance with the Curriculum.

7.2.3. To contact the Contractor (and its representatives) at any time convenient for the Customer to clarify issues that may have arisen within the course.

7.2.4. The Customer is entitled to terminate the Agreement unilaterally in case of notifying the Contractor in advance in written form not less than 14 (fourteen) days before the termination.

7.2.5. Receive a partial or full refund from the Contractor in accordance with clause 8.9. of the Agreement.

7.2.6. The Customer is entitled to suspend the provision of services by notifying the Contractor not later than 4 working days before the day of such suspension. For the period of suspension, no services fee shall be charged, and the amount of funds previously paid by the Customer shall be refunded for the services that shall be provided upon the suspension period specified by the Customer.

A note of warning regarding the necessity to suspend the provision of services shall be sent to the Contractor's e-mail, specified in the requisites of this Agreement, or by sending a message to the messenger and is considered to be received by the Contractor upon sending the reply.

7.2.7. Change the schedule of individual lessons (cancel/postpone) no later than 2 (two) hours before the start of the lesson, notifying the administrator and the Contractor.

7.2.8. The Customer (Recipient) shall not be entitled to copy audio and video materials of the Online Broadcast in whole or in part, to record the Online Broadcast, as well as to record the content of the Online Broadcast in whole or in part on any tangible medium, as well as to perform any other actions in violation of this Agreement. The Customer (Recipient) is obliged to use the information received within the Online broadcast solely for his own purposes (for private use), not to distribute or transmit such information or any part of it to third Parties.‍

8. COST, PROCEDURE OF PAYMENT FOR THE CONTRACTOR'S SERVICES AND REFUND OF PAYMENT

8.1. The cost of services is determined individually and depends on the selected course of study.

8.2. The cost of study materials is not included in the cost of educational services and shall be paid additionally.

8.3. Upon payment for the services by any method indicated on the website, a receipt must be sent to the administrator of the “UKnow” school to confirm the payment.

8.4. In case of insufficient number of students, the Contractor reserves the right to decide to close such a group. In such a case, the Customer may either refund the full amount of the payment (course fee) or choose another group of the appropriate level from alternative groups, offered by the Contractor, if such groups are provided for in the schedule for a particular academic semester.

8.5. Payment for services shall be made in non-cash form by transferring funds to the current account of the Contractor. By agreement of the Parties The service may also be paid for in any other way that is not prohibited by the current legislation of Georgia in the field of payment transactions.

8.6. The date of payment shall be the date of receiving funds to the current account of the Contractor.

8.7. Additional services shall be paid for by mutual agreement of the Parties by concluding an additional agreement.

8.8. The Contractor shall proceed with the provision of the Service under this Agreement in accordance with the schedule of rendering the services upon ( on condition that) the Customer has made full payment for the Services in accordance with the terms of this Agreement.

8.9. The refund for the services provided by this Agreement shall be made by the Customer within 14 days upon receiving the written application of the Customer by the administration in the following order:

8.9.1. in case of termination of the Agreement at the initiative of the Customer, the funds paid for the services by the Customer shall not be refunded;

8.9.2. the Contractor shall refund 50% (fifty percent) of the cost of services that have not been provided at the time of termination of the Agreement in case the Agreement has been terminated at the initiative of the Customer due to failure to reach agreement between the Parties on the amendments to the procedure and conditions of provision of the services, in particular due to the appointment of a new teacher, change of the schedule of providing the services, etc;

8.9.3. the refund of the paid funds in the amount of up to 100% of the cost of the services that have not been provided at the time of termination of the Agreement shall be made in case of the Contractor's unilateral withdrawal from the Agreement due to the inability to ensure the performance of the obligations.

8.10. In case the Customer intends to suspend his study due to a valid reason, he may notify the administration in writing 4 days in advance of such suspension to ensure that 100% (one hundred per cent) of the balance is frozen, with the possibility of resuming his study within three months. Frozen funds cannot be returned in cash. In case the Customer has not used the frozen funds within 3 (three) months, they are automatically considered to be used and cannot be used for further programmes of the "UKnow" programming school.

8.11. The Contractor may increase the cost of services no more than one time per calendar year and no more than 30%, by notifying the Customer in advance.

8.12. In case of violation of the procedure and terms of payment for the services, the Customer shall not be entitled to receive any discounts on the current level of study.

8.13. In case of absence of the Customer (Recipient) from the group lesson, the tuition fee is not refunded, but a recording of the lesson is provided for self-study.

8.14. Individual, pair and group lessons shall be paid in full amount for the selected course in advance.

8.15. The time and date shall be fixed only upon the Contractor has received payment for the services in full amount.

8.16. In case only 1 member of the group is present at the lesson, the duration of such lesson shall be reduced by 30 minutes ( in case the lesson has a duration of 90 minutes) and 15 minutes ( in case the lesson has a duration of 60 minutes). This lesson is considered to be conducted for all the group members and is paid in full amount.

8.17. In case the Customer (Recipient) has missed 4 (four) or more classes due to a valid reason and under the condition that the Customer (Recipient) provides confirming documents (in particular, a certificate from the hospital, etc.), such classes shall be postponed to some other month.

8.18. In case the Customer has changed the ordered services (in particular, ordering a more expensive course, additional courses, changing the period of provision of services, etc.) and in case such changes have affected the cost of the services, the Customer shall be obliged to pay the corresponding difference in the cost of the services. In case the Customer's change of the ordered services has led to a decrease in the cost of such services, the difference in the cost of services is non-refundable.

8.19. The Parties have agreed that the expenses for payment of the bank's commission for transferring funds for the services shall be borne by the Customer.‍

9. RESPONSIBILITY OF THE PARTIES

9.1. The Customer and the Contractor shall be liable for non-fulfilment or improper fulfilment of the terms of this Agreement in accordance with the current legislation of Georgia.

9.2. The Parties determine that all possible disputes under this Agreement shall be settled by the Parties within 14 (fourteen) calendar days upon receiving a written reasonable claim from a Party to this Agreement.

9.3. The Contractor shall not be liable in case the Customer is unable to use the services due to reasons beyond the Contractor's control (lack of appropriate software, its malfunction or other technical restrictions, lack or restriction of access to the Internet, failure to participate in online classes due to reasons beyond the Contractor's control, etc.) In this case, the paid cost of the services shall not be refunded, and the Contractor shall not provide any compensation.

9.4. In case of late payment for educational services, the provision of services ordered by the Customer shall be suspended until the payment is made.

9.5. The Contractor shall not be liable for the failure of online classes and/or online training and information materials to meet the Customer's expectations according to his subjective assessment.

9.6. The Party that has violated the terms of this Agreement shall be released from liability in case such violation was directly caused by force majeure circumstances.

9.7. The Party, whose obligations are affected by force majeure circumstances, shall immediately notify the other Party thereof. The Party that refers to force majeure circumstances shall be obliged to provide evidence of such circumstances within 10 days. In case of failure to provide the proper evidence within the specified period, the Party shall be deprived of the right to refer to force majeure circumstances. In case force majeure circumstances directly caused the temporary impossibility of full or partial fulfilment of the Parties' obligations under this Agreement, the date of the fulfilment of the obligation shall be postponed for the duration of such circumstances.

9.8. In case the Customer transmits any educational or informational online materials (video, text, etc.), recordings of online classes and other data received under this Agreement to third Parties without written consent of the Contractor, as well as for commercial purposes, the Contractor has the right to terminate the Customer's access to the classes and claim compensation in accordance with the legislation of Georgia.

9.9. The Contractor shall not be liable for the final result in case the Customer (Recipient) does not treat the educational process in good faith, does not attend classes, does not perform the teacher's tasks.

9.10. The subjective perception and assessment of the quality of services by the Customer (Recipient) shall not be considered as improper performance of this Agreement. The Contractor shall not be liable for circumstances that he cannot directly influence, such as, for instance: impolite attitude of the service providers' representatives, technical problems in external or internal networks, defects in electrical appliances, computer equipment, mobile devices, etc., making restrictive decisions by the administration of buildings, premises, local authorities, public authorities, as well as other unforeseen circumstances. The Services shall be provided in accordance with the requirements and standards regulated by the current legislation of Georgia and the provisions of this Agreement.

9.11. The Contractor shall not be liable in case the Customer (Recipient), within the period of receiving the services, acting in his personal interests, did not used all as well as a part of the services, or terminated the use of the services.

• the pack of 8 lessons is valid for 40 days upon activation of the pack, i.e. upon the first lesson;
• the pack of 12 lessons is valid for 60 days upon activation of the pack, i.e. upon the first lesson;
• the pack of 25 lessons is valid for 120 days upon activation of the pack, i.e. upon the first lesson;
• the pack of 36 lessons is valid for 180 days upon activation of the pack, i.e. upon the first lesson;
• the pack of 48 lessons is valid for 240 days upon activation of the pack, i.e. upon the first lesson;