Public Offer Agreement for the Provision of Services
This is an English translation provided for convenience. In case of any discrepancy, the Ukrainian version prevails.
This Agreement (offer) is addressed to individuals and legal entities who, by their actions, have expressed the intention to accede to this Agreement (hereinafter, the “Customer”). The Agreement is an official public offer of Tokin.Klaud Limited Liability Company (hereinafter, the “Service Provider”), on whose behalf and in whose interests individual entrepreneurs and legal entities listed in Appendix No. 1 act under agency agreements, who, guided by Article 633 of the Civil Code of Ukraine, offer to conclude an agreement for the provision of services to improve English language proficiency on the following terms:
1. General Provisions
1.1. Each Party guarantees to the other Party that it has the necessary legal capacity, as well as all rights and powers sufficient to conclude and perform the Agreement.
1.2. The services are provided by Tokin.Klaud LLC.
1.3. The current version of the Agreement is always posted on the Service Provider’s official website https://talken.cloud.
1.4. This Agreement is concluded by performing the actions specified in clause 1.5 of the Agreement.
1.5. To accept the Agreement, the Customer performs the following actions:
1.5.1. Reads the text of the Agreement and the text of the Appendix that governs the relations between the Parties according to the subscription type, LMS or LMS + textbook library, on the website https://talken.cloud.
1.5.2. Accepts the agreement once when registering their profile in the system.
1.5.3. Pays for the use of the TalkEn.Cloud platform for the first month of the subscription according to the number of student users on the Customer’s side. Payment for the services is also deemed confirmation of consent to the terms of the Agreement.
1.5.4. Makes the payment using the bank details. The cost is calculated according to the number of active LMS student users and the number of textbooks (learning materials) used by the students on the Customer’s side.
2. Definitions
Customer means an individual aged 18 or over who has full civil legal capacity and has read the terms of this Agreement.
Service Provider means Tokin.Klaud Limited Liability Company.
Party and Parties means the Customer and the Service Provider jointly and separately.
TalkEn.Cloud platform means an online platform for teaching and managing the learning process that combines LMS tools and interactive textbooks.
LMS means a learning management system.
LMS + textbook library means a learning management system with access to a library of interactive textbooks.
3. Subject of the Agreement
3.1. Provision of access to the TalkEn.Cloud educational platform for managing the learning process, in the manner and on the terms set out in this Agreement.
4. Description of Services
4.1. Under this Agreement, the Provider provides the Customer with the following services: access to the TalkEn.Cloud educational platform for the Customer to manage the learning process of their students, as well as to the library of interactive textbooks.
4.2. The Customer chooses the desired type of subscription to the TalkEn.Cloud educational platform: a subscription to LMS or LMS + textbook library.
4.3. The subscription type is chosen by attaching or not attaching textbooks (learning materials) to student profiles in the system and using only the LMS tools.
4.4. Subscription period:
4.4.1. For the LMS subscription type, the subscription starts when a student is added to a group or an individual lesson is added for a student. For the LMS + textbook library subscription type, the subscription starts when an interactive textbook (learning material) is attached to a student, through a group or individually.
4.4.2. The Customer may end the subscription to the platform by notifying the TalkEn.Cloud platform manager of their intention (a subscription may end at the end of a calendar month). The subscription is also automatically deemed terminated if the Customer does not make the mandatory monthly payment for using the platform within the time limits set out in this agreement.
4.4.3. After registering in the system, the Customer gets access to the customer’s personal account with “administrator” and “teacher” functionality. When using the personal account, the Customer can create an unlimited number of accounts with “administrator”, “teacher” and “student” functionality. In the personal account, the Customer can create study groups, attach learning materials and tests to students, and keep a progress log for groups or individual students.
4.5. The Customer may additionally order printed learning materials (paper textbooks). To place an order, contact the TalkEn.Cloud educational platform manager.
4.6. The TalkEn.Cloud platform can be used to upload the Customer’s own content (to create their own interactive textbooks). The Customer may upload their own courses and materials to the platform and use them to teach their students. This option is available by individual agreement with the Service Provider. The Customer’s interactive textbooks are uploaded to the platform by the Customer after individual access to this functionality is granted. The Customer guarantees that the content of their own interactive textbook has been created in compliance with Ukrainian legislation on copyright and related rights.
5. Rights and Obligations of the Parties
5.1. Obligations of the Service Provider:
5.1.1. The Service Provider undertakes to provide, properly and in full, the services related to providing access to the TalkEn.Cloud educational platform for managing the learning process, in the manner and on the terms set out in this Agreement.
5.2. Rights of the Service Provider:
5.2.1. The Service Provider has the right to terminate the agreement early or to refuse to renew the subscription to the TalkEn.Cloud educational platform if the Customer is late with the mandatory monthly payment for 3 consecutive months.
5.2.2. The Service Provider has the right to terminate the agreement early or to refuse to renew the subscription to the TalkEn.Cloud educational platform if the Customer violates generally accepted norms of behavior: raises their voice at platform managers, uses the platform for purposes other than intended, or tries to gain an unlawful benefit by using the platform.
5.3. Obligations of the Customer:
5.3.1. To pay for the Services in full and within the time limits set out in the Agreement, during the first three working days of the month for which the subscription to the TalkEn.Cloud educational platform is made, or within 3 working days after the end of the platform demo period.
5.4. Rights of the Customer:
5.4.1. The Customer has the right to terminate the agreement by notifying the TalkEn.Cloud educational platform manager that the subscription is ending (a subscription may end at the end of a calendar month), or by stopping the mandatory monthly subscription payments for the platform.
6. Payment Procedure
6.1. The total cost of the services is determined individually and depends on the number of active student profiles and the number of interactive textbooks (learning materials) attached in the Customer’s personal account. For the “LMS” subscription type, a student is considered active if they have been added to a group or have individual lessons. For the “LMS + textbook library” subscription type, a student is considered active if they have an interactive textbook (learning material) attached through a group or individually. For the LMS + textbook library subscription type, payment is made per textbook: if more than 1 textbook is attached to a student, the cost increases accordingly. Prices for user access are posted on the website https://talken.cloud.
6.2. Payment for using the TalkEn.Cloud educational platform is made as a prepayment for each month of use in advance.
6.3. When a new user with Student status is registered, the Customer is given a free demo period of using the TalkEn.Cloud educational platform for each student. The free demo period lasts seven calendar days.
6.4. The Customer has the right to make the payment within three calendar days after the free demo period for new students ends.
6.5. Charges for using the platform for each user with Student status are calculated from the day the free demo period ends. The amount is calculated for the actual remaining days of the month, not for the whole current month of use.
6.6. Payment for subsequent months of using the TalkEn.Cloud educational platform is made in advance for the current month of use during the first three working days of the month, according to the number of student profiles created and the subscription type.
6.7. Between the 28th and 31st of each month, the Service Provider carries out a financial reconciliation that compares the number of paid student profiles with the actual number of active student profiles and the number of active learning materials of the Service Recipient. Based on the results of the reconciliation, the Service Provider has the right to invoice the Service Recipient for the use of student profiles that were not paid for at the beginning of the month. Payment for such students must reach the Service Provider’s account within 3 calendar days from the invoice date.
6.8. If the Customer is late with the mandatory payment specified in clauses 6.4 and 6.6 of this Agreement, the Service Provider has the right to close access to the platform until the Customer’s debt is paid.
6.9. Full access to the TalkEn.Cloud educational platform will be restored after the Customer pays the full cost of the subscription for the current month.
6.10. If the Customer wishes to purchase additional printed learning materials, the cost of these learning materials is not included in the subscription to the TalkEn.Cloud educational platform and is paid separately. Purchasing printed learning materials is not mandatory.
6.11. The Customer has the right to request a return of purchased printed learning materials within 14 calendar days of purchase. The Service Provider may accept the materials and refund their cost to the Customer if the materials are in perfect condition, with no signs of use (no pencil, pen or other writing or drawing marks, no stains, tears or other signs of use). Otherwise, no refund is made.
6.12. The Customer may return learning materials in person or send them by Nova Poshta. All shipping costs are borne by the Customer. The return method and all other details are agreed individually.
6.13. After making the monthly prepayment, to identify the payment, the Customer must send the receipt to [email protected] or through another channel in which the TalkEn.Cloud platform manager already communicates with the Customer. The subject line must state “Payment for TalkEn.Cloud services + Customer’s full name” so that the payment can be registered in the platform’s payment system.
7. Liability of the Parties
7.1. In case of non-performance or improper performance of their obligations under the Agreement, the Parties are liable subject to the terms of this Agreement.
7.2. The Customer undertakes to provide accurate data when registering.
7.3. The Service Provider is not responsible for inaccurate or incomplete data provided by the Customer.
7.4. The Service Provider is released from liability for full or partial non-performance of the obligations under this Agreement if the non-performance resulted from force majeure circumstances, such as natural disasters, fire, floods, strikes and other circumstances, if they affected the Parties’ performance of this Agreement. Force majeure circumstances mean circumstances that arose during the term of this Agreement as a result of events unforeseen and unavoidable by the Parties. In these cases, the time for the Parties to perform their obligations under the Agreement is postponed in proportion to the time during which such circumstances and their consequences last.
7.5. A Party for which conditions have arisen that make it impossible to perform its obligations under the Agreement due to force majeure must notify the other Party of the occurrence of these circumstances without delay, no later than 10 (ten) days from the date they arose. The Service Provider reserves the right to choose the method of notifying the Customer of the occurrence of force majeure circumstances.
7.6. Proper evidence of the existence of force majeure circumstances is a document issued by the Chamber of Commerce and Industry of Ukraine certifying the occurrence of force majeure circumstances. Similar conditions apply to a Party when the force majeure circumstances and their consequences end.
7.7. The occurrence of these circumstances is not grounds for the Customer to refuse to pay for services provided before they arose, or for the Service Provider to refuse to provide educational services in accordance with the payment made by the Customer.
8. Intellectual Property Rights
8.1. Taking into account the provisions of this Agreement, the Civil Code of Ukraine, and the Laws of Ukraine “On Copyright and Related Rights” and “On Information”, the Parties have agreed that:
- all learning materials used for the purpose of performing this Agreement are protected by copyright;
- all and any exclusive property rights to all intellectual property objects (copyright objects) provided by the Provider during the performance of this Agreement, including those specified in Article 424 of the Civil Code of Ukraine, belong in full to the Service Provider from the moment such objects are created.
8.2. The Customer has the right to use the materials solely for the purposes of performing this Agreement. The intellectual property rights to the learning materials remain with the Provider. Nothing in this Agreement shall be construed as a transfer by the Service Provider of any intellectual property rights to the learning materials and/or as permission to use such learning materials for purposes other than those defined by the Agreement.
8.3. The Customer is prohibited from transferring or reselling any learning materials received from the Provider in the course of performing the obligations under this Agreement, as well as any copies of the learning materials on tangible or intangible media, to third parties who are not users of the TalkEn.Cloud educational platform.
8.4. Photocopying and copying learning materials to any media is prohibited.
9. Dispute Resolution
9.1. If disputes arise in the course of the Parties’ performance of this Agreement, the Parties will take all measures to resolve them through negotiations. If they cannot be settled through negotiations, the interested Party applies to a court of the relevant jurisdiction in accordance with the applicable law of Ukraine.
10. Term of the Agreement
10.1. This Agreement enters into force upon its publication and remains in force until the Parties fulfill their obligations.
10.2. The Agreement is deemed concluded between the Parties from the day the Service Provider receives the first payment.
10.3. This Agreement may be terminated early in the case of:
- the Customer’s failure to fulfill their obligations under this Agreement, including late payment;
- the Customer’s refusal to receive the services.
If the Agreement is terminated for the above reasons, payments made by the Customer under this Agreement are not refunded.
10.4. This Agreement may be terminated early by agreement of the Parties or by a court decision.
11. Final Provisions
11.1. This Agreement is a contract of accession.
11.2. The provider of educational services may involve third parties in fulfilling its obligations under this Agreement.
11.7. The provider of educational services has the right to amend and supplement the Agreement by posting a new version of the Agreement on its web page, with mandatory notice to the Customer if an Agreement has already been concluded between the Customer and the Service Provider at the time of such amendments and additions.
11.8. All appendices, amendments and additions to this Agreement form an integral part of it.
11.9. By concluding this Agreement, the Customer consents to the processing of their personal data (including collection, storage, systematization, modification, deletion, use, distribution, depersonalization and blocking) and grants the right to include their personal data in the platform’s contact database.
12. Details of the Educational Service Providers
TOKIN.KLAUD LLC
EDRPOU code 44688017
at PrivatBank PJSC, MFO 305299
Account: UA453052990000026007036807455
Phone: +380 63 402 7399
Contact e-mail: [email protected]
INDIVIDUAL ENTREPRENEUR HEVKO SOFIIA ANDRIIVNA
Recipient code (Tax ID / EDRPOU):
3939303000
Recipient account (IBAN):
UA623220010000026003370086369
Bank name:
UNIVERSAL BANK Joint Stock Company
MFO: 322001
Bank EDRPOU code: 21133352
APPENDIX No. 1
to the public agreement for the provision of supplementary education services in English language learning
This Appendix No. 1 to the Agreement (offer) is addressed to individuals who, by their actions, have expressed the intention to accede to this Agreement (hereinafter, the “Customer”). The Appendix is an official public offer of Tokin.Klaud Limited Liability Company (hereinafter, the “Service Provider”).
1. The Service Provider provides services related to providing access to the TalkEn.Cloud educational platform for managing the learning process, in the manner and on the terms set out in this Agreement.
2. Description of services: provision of access to the TalkEn.Cloud educational platform for managing the learning process.
3. The Customer chooses the type of access to the TalkEn.Cloud educational platform.
4. The cost of the services is determined individually and depends on the type of access to the TalkEn.Cloud educational platform and the number of students the Customer registers on the platform. Pricing information is available on the website https://talken.cloud.
6. Other terms of the Public Agreement for the provision of access to the TalkEn.Cloud educational platform for managing the learning process not specified in this Appendix remain unchanged.
7. This Appendix enters into force upon its acceptance by the Customer and remains in force until the obligations under this Agreement are fulfilled, and in terms of financial settlements, until full payment.
8. Details of the service providers on behalf of Tokin.Klaud LLC:
TOKIN.KLAUD LLC
EDRPOU code 44688017
at PrivatBank PJSC, MFO 305299
Account: UA453052990000026007036807455
Phone: +380 63 402 7399
Contact e-mail: [email protected]
INDIVIDUAL ENTREPRENEUR HEVKO SOFIIA ANDRIIVNA
Recipient code (Tax ID / EDRPOU):
3939303000
Recipient account (IBAN):
UA623220010000026003370086369
Bank name:
UNIVERSAL BANK Joint Stock Company
MFO: 322001
Bank EDRPOU code: 21133352
