GENERAL TERMS AND CONDITIONS OF AGREEMENT
ON PROVISION OF SERVICES IN SUPPORT OF EDUCATION
(effective for agreements entered into on 1 August 2021)
These general terms and conditions of the agreement (hereinafter: “GTC”) define the conditions under which Elab Education Laboratory spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Warsaw (hereinafter: “Elab”), upon the Client’s order under the concluded agreement for the provision of services (hereinafter: “Agreement”), shall provide education support services described in detail in the Agreement and its appendices for the Applicant.
The purpose of this Agreement is to provide the Applicant with educational advice and teaching services designed to maximize his/her chances of admission to the foreign university or school of his/her choice to which he/she intends to apply, however Elab does not guarantee the outcome of applications made, as the decision to make an offer depends solely on the individual decision of the institution concerned, independent of Elab.
Elab, as a part of its service, shall also provide the Applicant with necessary administrative support in order to meet the necessary requirements for the application set by the specific chosen foreign school or university.
If the Client meets the prerequisites of being a consumer within the meaning of Article 221 of the Civil Code (Journal of Laws 2019, item 1145, 1495; of 2020, item 875, 2320), hereinafter referred to as “CC”, the Act of 30 May 2014 on Consumer Rights (Journal of Laws 2019, item 134, 730, 1495), hereinafter referred to as “Consumer Rights Act”, shall also apply to the Agreement.
Article 1 – Definitions
- The terms, including grammatical variations, used in the T&Cs, the Agreement or any appendices thereto shall be understood and interpreted as set forth in this section:
- Diagnostic Programme – a set of services, designated by its own name, consisting of, among others, consultations, counselling, psychological and pedagogical tests, as well as other services specified in the appendix to the Agreement, aimed at assessing the Applicant’s predispositions for further education,
- Programme – a set of services, designated by its own name, consisting of, among others, preparation and submission of applications, consultations, advice, tutoring as well as other services specified in an appendix to the Agreement, aimed at preparing the Applicant to apply to Educational Institutions in accordance with their current requirements,
- Course – a group course or an individual course, designated by its own name, in the form of workshops or tutoring sessions, specified in detail in an appendix to the Agreement, aimed at preparing the Applicant for selected examinations or expanding his/her knowledge on a selected subject,
- Educational Institution – an educational entity functioning as an elementary, secondary, second or third or fourth grade school, depending on the Programme selected, a high school or a college or university,
- Course of study – the course of study chosen by the Client or Applicant at the Educational Institution,
- Applicant – a person indicated in the Agreement by the Client as the person for whom services are to be provided under the Agreement,
- Consultant – a person designated by Elab, its employee or associate, responsible for the proper performance of services covered by the Agreement, providing services to the Applicant or the Course Participant, in person or by telephone or e-mail, by giving consultations,
- Tutor – a person appointed by Elab, an employee or associate, providing professional guidance to the Applicant, in person or by telephone or e-mail, by giving application advice or tutoring, including language tutoring, individually or as part of a group course preparing for exams required by the selected Educational Institution,
- Application Systems – a centralised computer system, limited to a given territory, allowing the application process, including the submission of applications, to one or more Educational Institutions at the same time, with its own internal regulations, e.g., UCAS, Common App. and others,
- Application – a set of documents required by a given Educational Institution, for a given Applicant for a given single course of study, necessary to properly apply to that Educational Institution. Submission of an Application to several Educational Institutions at the same time using the Application System is counted as submission of an Application to all those Educational Institutions,
- Support System – a user license made available by Elab, as part of the remuneration agreed with the Client, to the Client or the Applicant, respectively, in order to enable the Client or the Applicant to use a given knowledge resource or to exchange information with a Consultant or Tutor,
- Partner – natural or legal persons, both domestic and foreign, excluding Educational Institutions, as well as those acting in the future as Elab subcontractors or cooperating entities.
- These T&C are divided into subtitles. Whenever subtitles with their grammatical variations are used in the T&C, they shall then mean the entire content of these subtitles.
Article 2 – Conditions for performance of the Agreement
- During the performance of the services covered by this Agreement, the Applicant shall be entitled to individual consultations by the Consultant, which shall not be limited by hours, but shall be performed only during the Consultant’s business hours Monday through Friday, excluding holidays, during the Consultant’s designated business hours. Accordingly, any correspondence received from the Client or Applicant on Saturdays, Sundays and holidays will be answered by the Consultant on the next working day.
- As soon as Elab commences the performance of this Order, it shall send to the Client’s email address the details of the Consultant appointed as the person responsible for the proper performance of the whole of this Agreement and to provide consultations within the scope specified in the appendix to the Agreement, as well as to maintain ongoing contact with the Client and/or the Applicant, indicating his or her email address, business phone number and working hours. If the Client or Applicant selects several different elements of the Programme, different Consultants may be assigned.
- Elab shall each time, without delay, inform the Client and the Applicant on the change of the designated Consultant, both temporary and permanent, at the same time providing the details, the same as those in sec. 1, of the current Consultant.
- The services covered by the Agreement, described in detail in the appendix to the Agreement, due to their nature, may be provided by Elab both at its premises, at another designated location, by telephone and electronically via e-mail, instant messenger, and other communication applications. In addition, depending on the Programme or Course selected by the Client, they can be in the form of preparations for an application, or workshops, or Polish language tutoring, or tutoring for high-school examinations.
- In circumstances where the scope of a particular Agreement, as set out in the appendix, covers the Programme and includes one-to-one counselling or tutoring by the Tutor:
- The Consultant shall send the Applicant his/her name, or names if the scope of the Agreement includes several Tutors, at the same time indicating the preferred form of contact, at least 7 days before the date of the first advice or tutoring;
- The Consultant shall each time, without delay, inform the Applicant of the change of the nominated Tutor, both temporary and permanent, at the same time providing the details, the same as those in sec. 4, of the current Tutor;
- The Tutor shall provide the Applicant with advice or tutoring only within the limit of the number of hours to which the Applicant is entitled, which limit shall not be exceeded without further agreement between the Parties;
- The use of the aforementioned hours by the Applicant will take place at times agreed between that person and the Tutor. These appointments may be cancelled or rescheduled by the Applicant only with at least 48 hours’ notice under penalty of the appointment being deemed held and deducted from the applicable hour limits.
- Changes of both the Consultant and/or the Tutor do not constitute an amendment to the Agreement and therefore do not require an annex to the Agreement.
- When the scope of a given Agreement, as specified in the appendix to the Agreement, includes a Course (including workshops or group tutoring sessions) conducted by a Tutor:
- classes in the Course may take place:
- at a stationary location at Elab’s headquarters or at another location designated by Elab, of which the Applicant will be notified by e-mail at a later date, but no later than 7 days before the first class of the Course or
- remotely, via Internet, Skype or any other platform chosen by Elab, of which the Applicant shall be informed by email not later than 7 days before the date of the first class of the Course;
- the Consultant shall send the Applicant a schedule of classes in the form of a list of dates and subjects, including the Tutor’s personal details, the mode of conducting the classes (remote/online) and, in the case of on-site classes, their location, by e-mail to the Applicant’s address 14 days before the date of the first classes of the Course;
- the Consultant will inform the Applicant immediately if, for reasons beyond the control of Elab, the schedule has to be changed, at the same time sending a new schedule containing the above details;
- Elab has the right to change the mode of the course from on-site to remote (using the Internet), in case of Force Majeure event, or in case of an administrative decision which makes it impossible to conduct a course in an on-site mode, and Elab is obliged to inform the Client about exercising this right immediately;
- applicants do not have the right to cancel classes in a Group Course and their absence does not affect the Client’s obligation to pay Elab’s remuneration for the class; their absence is counted as effective study time.
- classes in the Course may take place:
Article 3 – Right of withdrawal (only for agreements concluded by consumers remotely)
- If the Parties have concluded this Agreement remotely, provided that the Client meets the prerequisites of being a consumer within the meaning of Article 221 of the Civil Code, the rules set forth in this subtitle shall apply.
- The Client may, within 14 days from the date of conclusion of this Agreement, withdraw from it without giving any reason, by submitting to Elab a written statement of withdrawal from the Agreement with the following wording: “I declare that in accordance with Article 27 of the Act of 30 May 2014 on consumer rights (Journal of Laws of 2014, item 827) I withdraw from the agreement for the provision of services dated ………… “.
- The cancellation must also contain the Client’s and Elab’s address details, and be dated and signed by the Client.
- In the event that the Client does not use the above wording, a written statement of withdrawal from the Agreement shall be effective only if it contains all the data specified above and if it unambiguously indicates the Client’s will to withdraw from the Agreement in this manner.
- The statement may be submitted before the above mentioned deadline in Elab’s registered office or by registered mail to Elab Education Laboratory sp. z o.o. sp.k., ul. Nowogrodzka 68, 02-014 Warsaw or by e-mail to email@example.com.
- In case of exercising the right of withdrawal by the Client, Elab will refund to the Client the payments received in connection with the Agreement, other than those related to the performance completed until the withdrawal, immediately and in any case not later than 14 days from the day on which the Client was effectively informed about the decision to exercise the right of withdrawal.
- Refunds shall be made using the same payment methods used by the Client in the original transaction, unless the Client agrees otherwise. In any event, the Client will not incur any fees in connection with the refund.
- If the Client expressly requests Elab to commence performance of the Agreement before the expiry of the withdrawal period, the Client is obliged to pay for that part of the Agreement which Elab has performed up to the time of withdrawal.
- In this situation, the amount due to Elab shall be calculated in proportion to the scope of the Services performed, taking into account the agreed remuneration.
- In the event that the Client does not expressly request Elab to commence performance of the Agreement prior to the expiry of the withdrawal period, Elab retains the right to withhold performance of the Agreement until the expiry of the period allowing the Client to withdraw as set out above.
- If the Client successfully submits a notice of withdrawal from the Agreement and Elab has not commenced performance of the Agreement, Elab undertakes, within 7 days, to refund the full amount of its remuneration paid up to the date of withdrawal from the Agreement by the Client, or if the Client has commenced performance of the Agreement, Elab undertakes, within 7 days from the date of withdrawal from the Agreement by the Client, to refund the part of its remuneration exceeding the Services performed so far.
Article 4 – Copyright
- All content provided to the Client and/or the Applicant in any form by Elab in the performance of the Agreement, which can be defined as a “work” within the meaning of the Act of 4 February 1994 on Copyright and Related Rights (Journal of Laws of 2018, items 1191, 1293, 1669, 2245, 2339; of 2020, item 288) constitute the intellectual property of Elab, including in particular, but not limited to:
- analyses, studies, reading lists, document templates, instructions for constructing documents such as personal statements, references, application essays,
- the content of advice and instructions provided by Elab through its Consultants and/or Tutors,
- didactic materials prepared by the instructors of the Programme, reports on courses of study, diagnostic forms, psychological examination forms,
- VOD courses and instructions,
- any instructions on applications to universities or colleges or high schools abroad,
- any other content created by Elab and provided to the Client and/or Applicant under the Agreement.
- The use of the aforementioned works by the Client and/or Applicant may be made solely in the performance of this Agreement and may not be reproduced or transferred for use to others, except with Elab’s express written consent.
- Any content provided to Elab by the Client and/or Applicant, including documents, studies, work, etc., shall not become the property of Elab and may only be used for the proper performance of this Agreement.
Article 5 – Force Majeure
- Neither Party shall be liable for any delay or undue performance of the Agreement caused by an event resulting from circumstances beyond the control of the Parties, Force Majeure events.
- The occurrence of a Force Majeure event and its impact on the performance of the Agreement must be notified each time to the other Party by the Party invoking the Force Majeure.
- Force Majeure shall be deemed to be the following external events that could not have been foreseen at the time of concluding the Agreement and over which neither Party has any influence and which the affected Party, acting with due diligence, could not have foreseen and which it could not have counteracted: epidemics, acts of war, acts of terror, riots, natural disasters, decisions of state authorities or any other random event resulting in infection, contamination or chemical or radioactive poisoning of persons, real property or movables. Should this period be longer than three months, both Parties shall agree on new terms of cooperation. The Parties confirm that Force Majeure shall also include temporary impossibility to perform the services covered by the Agreement resulting from a decision, order or resolution of a central authority, which temporarily excludes the possibility of performance of the Agreement.
- The Party which is unable to perform its obligations due to Force Majeure shall be obliged, under pain of losing the right to invoke Force Majeure, to:
- promptly notify the other Party of this fact, no later than within 24 (in words: twenty-four) hours from the occurrence of such event;
- provide credible evidence of the foregoing within forty-eight (48) hours of such occurrence.
- When the Force Majeure ceases, the other Party shall be notified immediately, but no later than within 24 (twenty-four) hours from the cessation of the effects of the Force Majeure.
- The consequences of failure to give notice that the Force Majeure has ceased shall be subject to the rigours associated with failure to give notice of its occurrence, as applicable. Failure to do so will cause forfeiture of the right to invoke a Force Majeure event.
- If a Party successfully invokes the occurrence of Force Majeure, it acquires the right to suspend the performance of its obligations under the Agreement for a period of one month, however, no longer than the duration of the Force Majeure invoked by the Party.
- In the case of a justified invocation of the Force Majeure and the impossibility of further performance of the Agreement caused by the occurrence of the Force Majeure event, the Parties shall undertake renegotiation of the Agreement, in particular as regards its settlement.
Article 6 – Confidentiality
- With the exceptions enumerated in this subtitle, both the very fact of the conclusion of the Agreement between the Client and Elab, its provisions and the arrangements made between the Parties, including the period of negotiations preceding the conclusion of the Agreement, are subject to confidentiality.
- The Client may, at a later date, in an e-mail message sent from the Client’s address indicated in the Agreement’s recitals to Elab’s address or the address of a designated Consultant, specify the persons to whom Elab will be entitled to provide confidential information.
- Elab’s obligation to keep the Agreement confidential shall terminate when:
- the confidential information is or has become generally known, through no fault of Elab, e.g., publication in the press, radio, television or in any other way made public,
- the disclosure of the confidential information was requested by an authorized state authority in accordance with the relevant procedures and requirements set forth by law.
Article 7 – Complaints
- Notification of a complaint submitted by the Client in connection with non-performance or improper performance of part or all of the Agreement:
- if submitted in the form of an e-mail message sent to the address: firstname.lastname@example.org only from the Client’s address specified in the Agreement’s recitals, should contain the subject of the complaint including the circumstances substantiating the possible claim,
- if submitted in the form of traditional mail sent to the address of Elab’s registered office, should contain the Client’s full name, contact details, the subject of the complaint including the circumstances justifying the possible claim, as well as the signature of the person submitting the complaint and the date of its submission.
- Elab is required to respond to the Client’s complaint within 21 days from the date of its proper receipt.
- The response to the complaint will be sent by Elab by e-mail or post to the Client’s address specified in the complaint document or to other address specified in the complaint letter, which the Client hereby agrees to.
- In the event Elab fails to respond to a Client who is a consumer in the meaning of Art. 221 of the Civil Code, Elab shall be deemed to have accepted the complaint.
- Elab, fulfilling its information obligation, hereby informs the Client who is a consumer about the possibility of using out-of-court complaint and redress procedures. In particular, the Client is entitled to get free help in solving a dispute between the Client and Elab, using also free help of district (or municipal) consumer ombudsman or social organization, whose statutory tasks include consumer protection.
- Detailed information about the possibility of using the out-of-court complaint and redress procedures by the Client and the rules of access to these procedures are available on the websites and in the offices of the above-mentioned bodies and organizations.
Article 8 – Settlements between the Parties
- In case of termination of the Agreement in accordance with § 2 sec. 2 or withdrawal from the Agreement in accordance with § 2 sec. 3, the Client, within 7 working days from the date of termination, will receive by e-mail a statement containing a detailed settlement of services provided by Elab under the Agreement so far, hereinafter referred to as: the “Statement”.
- The Statement, if the scope of a particular Agreement, as defined in the appendix to the Agreement, includes the Programme, shall contain:
- a list of services performed by Elab to date, including the percentage share of a given service in the remuneration specified in the Agreement,
- the number of hours of counselling and tutoring provided by the Tutor, including the percentage share of a given service in the remuneration specified in the Agreement,
- a list of pedagogical and psychological tests performed, including the percentage share of a given service in the remuneration specified in the Agreement.
- On the other hand, in a situation where the scope of a given Agreement, as specified in the appendix to the Agreement, includes a Course, the Statement shall specify the value of sessions completed to date within the Course, as a quotient of Elab’s full remuneration specified in the Agreement and the full number of sessions of a given Course, multiplied by the number of sessions completed within the Course.
- In addition, the Statement for the Course, as described above, shall contain, in the event of withdrawal from the Agreement pursuant to § 2 sec. 3 hereof, a calculation of the compensation amount.
Article 9 – Electronic signature
- The rules set out in this subtitle shall apply if the Parties, at the negotiation stage, allowed this Agreement to be entered into electronically using a handwritten signature on a digital device.
- Elab, for the purpose of concluding the Agreement electronically and affixing a handwritten signature and initialling it on a digital device, will provide the Client with a one-time access to an electronic signature application that meets the requirements of advanced electronic signature according to Regulation (EU) No. 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, enabling the above.
- On the day of Agreement’s preparation, Elab will send the Agreement and a request for its signature to the e-mail address provided by the Client.
- Such document shall constitute a binding offer and express Elab’s will to conclude an Agreement with the Client.
- Failure to receive the signed Agreement by Elab within 14 days of its dispatch to the address indicated by the Client shall be considered a rejection of the offer and lack of will to conclude the Agreement.
- At the express request of the Client, expressed in any form, the above period may be extended by another 14 days.
- The Agreement entered into as provided in this subtitle shall be binding and a digital representation thereof received at the proper address of the Parties shall constitute evidence of the Agreement’s conclusion.
- This subtitle does not affect the right of withdrawal from the Agreement concluded remotely, unless the Agreement in this form was concluded on Elab premises.
Article 10 – Miscellaneous
Relevant laws and regulations shall apply to these GTC and the Agreement, in particular:
- The Civil Code Act of 23 April 1964 (Journal of Laws of 2019, item 1145), as amended,
- The Consumer Rights Act of 30 May 2014, (Journal of Laws of 2020, item 287),
- Regulation (EU) No. 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC,
- Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC,
- Act of 4 February 1994 on Copyright and Related Rights, consolidated text in Journal of Laws of 2009, item 1231.