AEROCLASS TERMS AND CONDITIONS APPLICABLE TO CONSUMERS
SECTION I: GENERAL PROVISIONS
1 KEY DEFINITIONS
1.1. In these Terms and Conditions:
AeroClass, we, our or us means UAB AeroClass, a limited liability company duly incorporated and existing under the laws of the Republic of Lithuania, company code 305623132, having its registered address at Dariaus ir Girėno g. 21A, Vilnius, Lithuania, the data of the company are being collected and stored at the Register of Legal Entities of the Republic of Lithuania, e-mail: [email protected], Tel. No.: +370 698 44698;
Certificate means an electronic document evidencing and attesting to the fact of your listening and attendance of certain Online Courses available on the Site;
Consumer means the User (as defined below) who, using the Platform, purchases the Online Courses for its personal needs, which are not related to his or her business, trade, craft or professional activities;
Intellectual Property means all records, documents, software, source code, data, designs, works of authorship and other materials, including any Online Courses materials, updates, revisions, examinations, assignments, manuscripts, final reports, and drafts and any other data and documentation, disclosed whether verbally, in paper, electronic form or in other media, made available by AeroClass to the User in connection with these Terms and Conditions and/or the Platform;
Platform means digital system developed and designed by AeroClass on the Site for the purpose to deliver the Online Courses and allow the monitoring of the progress of that online training, i.e. to provide learning materials, interactive tasks and examination (if applicable), which is available through the Site;
Online Courses means aviation related online training courses available on the Site which are organised and developed by AeroClass using a distance learning method in which instructors/lecturers and attendees (the Users) are physically separated and which are delivered to the Users using electronic technical means (e.g. computers, tablets, smartphones with internet access, etc.). For the purpose of these Terms and Conditions, the Online Courses include the following products: (i) Video Course (as defined below); ii) Virtual Class (as defined below); and iii) Online Training Program (as defined below);
Online Training Program means one of the types of the Online Courses available on the Site, i.e. aviation relatedasynchronous and synchronous distant online training courses directed to advanced skills development of the Platform’s users which may include Video Courses, self-studying, live sessions between the User and the instructors, questions and answers (Q&A) sessions and online assessment. The Online Training Program is scheduled in advance and the material for the respective Online Training Program shall be usually delivered over the period from 4 (four) to 8 (eight) weeks and shall be supported by the course material developed for each Online Training Program;
Terms and Conditions means the present Terms and Conditions which regulate the contractual relationship between you and AeroClass in relation to the acquisition and provision of the Online Courses;
User, attendee, you or your means any Consumer who has created the Account on the Site intending to use and acquire the Online Courses available on the Site;
User’s Account means a personal virtual account on the Site, which you create and open when you register to become a User and intending to use and acquire certain Online Courses available on the Site;
Video Course means one of the types of the Online Courses available on the Platform, i.e. aviation related asynchronous distant online training courses, which are available to the Users when using a recorded video and/or voice presentation, specifically created for the Platform as well as hosted on the Platform;
Virtual Class means one of the types of the Online Courses available on the Platform, i.e. aviation related asynchronous and synchronous online training courses which may include Video Courses, self-studying, live sessions between the User and the instructors, questions and answers (Q&A) sessions and online assessment. The Virtual Classes are scheduled in advance and usually last from 1 (one) to 5 (five) days and shall be supported by the course material developed for each Virtual Class;
Site means the website www.aeroclass.org and all related sub-domains of this website.
1.2 Any other terms used in these Terms and Conditions and not explicitly defined herein, shall have the meanings given in the Site Usage Policy available on the Site.
2. CONTRACT BETWEEN YOU AND US
2.1. These Terms and Conditions shall be regarded as a contract of a digital content concluded between AeroClass and the User on the terms of acquisition and provision of the Online Courses by using the Site. Such contract shall be deemed concluded when you, using your User’s Account, purchase and pay for the Online Courses following the instructions available on the Site. This contract is also governed by the Site Usage Policy, the Privacy Policy and Cookies Policy which are available for your review at any time on the Site and which together with these Terms and Conditions form a single contract of a digital content between you and AeroClass (hereinafter collectively the Official Rules).
2.2. AeroClass reserves the right to modify these Terms and Conditions and/or any part of the Official Rules and/or information/materials contained on the Site at any time and without separate notice to the User. Subsequent changes to the Terms and Conditions and/or any part of the Official Rules normally serve to improve our offered Online Courses. Changes can also be necessary due to changes in applicable legislation and/or the implementation of laws and unforeseeable changes that AeroClass does not initiate and on which AeroClass has no influence and which would – without adjusting or adding to the Terms and Conditions and/or any part of the Official Rules – make the execution of this contract more difficult or impossible. For avoidance of doubt, the User shall be binding on the Terms and Conditions which were applicable at the time of purchasing of respective Online Courses, unless mandatory legal acts require otherwise. All the revised and outdated Terms and Conditions, with links to the revised and amended Terms and Conditions, are provided at the end of this document or are made available for your ease reference on the Site.
2.3. Any deviations from these Terms and Conditions applicable namely and exclusively to you need to be agreed in writing between you and AeroClass by concluding separate agreement which shall automatically be regarded as an integral and inseparable part of these Terms and Conditions, otherwise no deviations from these Terms and Conditions shall be applied.
2.4. Should you wish to terminate this contract of a digital content concluded between you and AeroClass as per the terms provided in these Terms and Conditions, please contact AeroClass by sending a message via this platform available on the Site by providing all material information necessary for the termination of the contract: https://www.aeroclass.org/contact/. In case additional information is reasonably needed in order to terminate the contract as per your request, AeroClass will contact you with no unreasonable delay.
SECTION II. ONLINE TRAINING ON THE SITE
3. GENERAL
3.1 AeroClass undertakes to provide the Users with a virtual access to the purchased Online Courses at the Platform only upon receipt by Aeroclass of full payment of the price payable for particular Online Course and subject to receipt by the User email confirmation of the order. If the User fails to pay the total price payable for particular Online Course or if AeroClass rejects the order by sending order rejection email to the User, AeroClass is not in any case obliged to provide the User with a virtual access to that specific Online Course.
3.2. By accepting these Terms and Conditions, you acknowledge and agree that AeroClass, at the sole discretion may reject your order of Online Course by sending the rejection email to the User. The reason of rejection may be incorrect order details provided by the User, insufficient funds in payment method, chosen by the User, duplicative and other pending order(s), legal restrictions (country of residence, sanctions) etc. The User will be informed about the cause of order rejection in the recejction email and in the Platform.
3.3. Payment for the Online Courses shall be made by the User following the terms and conditions specified in “Payment Terms” under the Section III hereof.
3.4. The payment for respective Online Course shall be deemed received by AeroClass as follows:
a) in case of payment by Credit Card – at the moment of payment, i.e. immediately once the price amount is deducted from the Credit Card you use for the payment;
b) in case of payment by Wire Transfer – at the moment the price amount is credited to our bank account and you are provided with an electronic invoice.
3.5. When you acquire Online Course as per the terms provided herein and following the instructions available on the Site, you automatically and unconditionally confirm that you:
3.5.1. comply with all the qualificative requirements applicable to attendees of respective Online Course which are defined in respective Online Course program and/or description of respective Online Course program (if applicable) available on the Site;
3.5.2. are able to read, write and communicate in the language of respective Online Course as indicated in the program of respective Online Course;
3.5.3. have a compatible device and its accessories (e.g. web camera) with an internet access (with reliable connection and sufficient speed) providing you with technical possibility to access and attend the acquired Online Course; and
3.5.4. have a technical possibility to use any widely used web browser, e.g. Chrome, Mozilla Firefox, Microsoft Edge, Safari, etc., that is essential for you to attend the acquired Online Course.
3.6. By acquiring any of the Online Courses offered on the Site, you confirm your consent to the fact that the Online Courses and provision of access to the Online Courses are in the sole discretion of AeroClass. As a result, AeroClass reserves the right without giving any reason or notice to you, to change, modify, add, delete or cancel any content offered on the Site (including Online Courses) partly or completely. In case of total cancellation or removal of respective Online Course which you have already paid for and which has not been fulfilled by AeroClass at the time of its cancellation or removal, the amount paid by you to AeroClass for this particular Online Course shall be fully refunded to you within 14 (fourteen) calendar days as of its cancellation or removal. In case of partial cancellation or removal of particular Online Course you have already paid for and which has not been fulfilled by AeroClass at the time of its partial cancellation or removal, the amount paid by you to AeroClass for this particular Online Course shall be refunded to you proportionally taking into account the extent of particular Online Course which was actually completed before the date of its cancelation or removal from the Site within 14 (fourteen) calendar days as of its cancellation or removal. The amount shall be refunded to you in the way that it was paid by you when acquiring the removed/cancelled Online Course.
3.7. Please note that completion of any Online Course does not confer any academic credit and/or any qualification admissible by regulatory, governmental or any other authorities. AeroClass makes no express or implied warranties whatsoever that Online Courses shall be recognised or otherwise approved by any academic institution or accreditation organisation.
3.8. By acquiring any of the Online Courses offered on the Site you agree and undertake to act ethically, respectfully and properly when actually listening to and/or attending any of the acquired Online Courses and overall using the Site or any of its functionalities.
3.9. In case you have any questions regarding the Online Courses (e.g. materials, content, payment terms, schedule thereto, etc.), AeroClass highly recommends you to contact us prior to any purchase in order to solve all uncertainties and thus avoid any misunderstandings. We will put commercially reasonable efforts to provide you with the requested assistance in a timely manner.
4. VIDEO COURSE
4.1. Video Course is a recorded video training material that includes animated slides, training delivery methods management, training sequence control, slideshow, synchronisation with the video course, interactive tests, list of reference material.
4.2. You may acquire the Video Courses in a form of an annual subscription plan only. There are several types of subscription plans available on the Platform and the details and benefits of each of which, including the number of virtual accesses to Video Courses (the Virtual Credit(s)) that you will get under each such Subscription Plan, are indicated on the Platform (the Subscription Plan).
4.3. In case of acquisition of the Subscription Plan, you will be able to choose to attend any Video Courses that will be available on the Platform at that time. The number of the Video Courses that you will be able to actually attend, depends on the number of Virtual Credits that will be provided to you under certain Subscription Plan. Under these Terms and Conditions, you agree that AeroClass does not and shall not guarantee that any particular Video Course will be available at the Platform at any time during the validity term of your acquired Subscription Plan.
4.4. The Subscription Plan may be paid by you on a monthly basis or the total price of the selected Subscription Plan may be paid by you at once in advance.
4.5. Please note that if you choose to pay for the selected Subscription Plan in a form of monthly payments you will only receive a certain (limited) number of Virtual Credits each month, which will actually depend on the type of your acquired Subscription Plan. The Virtual Credits given to you each month shall be activated by you, i.e. the same number of Video Courses shall be started viewing by you, within the same month, otherwise those Virtual Credits will end and will not be available for you to use next month. This shall not apply in case of acquisition of the Subscription Plan which provides you with an unlimited number of Virtual Credits, if such type of Subscription Plan is available for acquisition on the Platform.
4.6. For the sake of clarity, if you fail to make a monthly payment under the acquired Subscription Plan as per the terms herein, you will not be provided with further Virtual Credits constituting the acquired Subscription Plan and, therefore, AeroClass will be free to terminate your Subscription Plan and additionally, if deemed necessary upon sole discretion of AeroClass, to suspend your further access to the Platform. Such suspension may be cancelled by AeroClass within a reasonable period of time and if technically possible once the breach is duly cured by you at your sole risk and expense.
4.7. In case of your choice to pay the total price of the Subscription Plan in advance, you will be provided with all the Virtual Credits constituting the selected Subscription Plan at once, subject to AeroClass’s due receipt of the total price thereof. The exact number of Virtual Credits to be provided to you in this case depends on the type of your acquired Subscription Plan. Please note that all the provided Virtual Credits shall be activated by you during the validity term of the Subscription Plan, otherwise they will become inaccessible to you through your User’s Account immediately after expiration of the validity term of the Subscription Plan.
4.8. By acquiring the Video Courses under the form of a certain Subscription Plan, you agree and confirm your understanding that you will be able to attend and listen to the acquired Video Course for the term of 6 (six) months following the date you actually started attending and listening to certain Video Course, i.e. activated your Virtual Credit with respect to this Video Course. Therefore, your Virtual Credits will be automatically withdrawn (i) upon the end of afore stated 6 (six) months’ term; or (ii) upon successful completion of the particular Video Course (whichever comes first). In case you do not complete the particular Video Course within the before stated 6 months’ term, you will no longer have access to that particular Video Course as that particular Video Course will become inaccessible to you through your User’s Account with no liability whatsoever on the part of AeroClass. Please note that as long as respective Video Course acquired by you is accessible to you through your User’s Account, you are free to listen to that particular Video Course as many times as you may think fit as well as stop the listening or resume it at any time.
4.9. By acquiring the Video Course, you will receive a limited number of attempts to take a final test (if it is applicable in accordance with the program of respective Video Course), which is usually not less than 3 (three).
4.10. After you complete certain Video Course, you are provided with an online Certificate of completion. Such Certificate confirms that you successfully attended and listened to respective Video Course. The Certificate may be downloaded by you directly from the Site to your own electronical technical device or it may be automatically sent to you at your e-mail provided by you when creating/updating your User’s Account. For the avoidance of any doubts, please note that the issued Certificate does not grant you any rights and (or) privileges neither against AeroClass nor any other third party. The Certificate is purely a document proving the fact of your afforded possibility to have a full access to the specific training material available on the Site, however the Certificate does not warrant that such training material has actually been accessed or accessed in full, or that you have fully learned or mastered all the training materials provided. For the avoidance of doubt, in case you do not complete the listening of the acquired Video Course within the terms indicated in the Clause 4.8 hereof, you will not be provided with an online Certificate.
4.11. By accepting these Terms and Conditions, you automatically acknowledge and agree that your access to Video Courses is activated on the part of AeroClass, i.e. AeroClass provides you with Virtual Credits to attend and listen to the Video Courses based on the terms of the acquired Subscription Plan, after the payment is received by AeroClass as stated in the Clause 3.3. hereinabove and in accordance with the selected way of payment for the acquired Subscription Plan. For the sake of clarity, by accepting these Terms and Conditions you also acknowledge and agree that once AeroClass provides you with the Virtual Credits for the purpose for you to attend and listen to the Video Courses as per the terms of the Subscription Plan acquired by you, the supply of a digital content shall be deemed started and, therefore, the services of a digital content in respect of that particular Subscription Plan to be provided to you by AeroClass under these Terms and Conditions, shall be deemed as duly and fully provided.
4.12. You are able to terminate this contract of a digital content concluded between you and AeroClass with a right of a full refund from AeroClass within the term of 14 (fourteen) calendar days once you accept these Terms and Conditions and make a payment under the selected Subscription Plan. However, by accepting these Terms and Conditions directly on the Site, you have explicitly agreed that you will lose this right of termination with a right of a full refund from the moment AeroClass starts the supply of a digital content, i.e. provides you with at least 1 (one) Virtual Credit as per the Clause 4.11 hereof. Should you wish to terminate this contract of a digital content and request for a refund (if applicable), please contact AeroClass via e-mail: [[email protected]].
4.13. In case certain Video Course towards which you have used your Virtual Credit but which you have not completed and the deadlines for its completion are not expired according to the Clause 4.8 hereof, is deleted/cancelled form the Platform due to no fault of yours, AeroClass will provide with 1 (one) additional Virtual Credit which shall be used by you under the same conditions as the aforementioned used Virtual Credit. This clause shall not apply with respect to the Subscription Plans under which unlimited number of Virtual Credits are provided (if any).
5. VIRTUAL CLASS AND ONLINE TRAINING PROGRAM
5.1. Virtual Class and Online Training Program are online virtual aviation related teaching and learning environments and by participating in the Virtual Class or Online Training Program the instructors/lecturers and attendees under the pre-confirmed schedule interact with each other during the online training session, including but not limited to, by presenting, uploading and exchanging training materials, performing assignments (in any format) in order to assess and monitor attendees’ progress, working in groups, communicating with each other in respect of the training. As a part of certain Virtual Class or Online Training Program the attendees may get access to certain Video Courses, providing that the instructors of the respective Virtual Class or Online Training Program shall have the discretion to choose the specific learning methods.
5.2. The Virtual Class and the Online Training Program are organized according to a pre-agreed schedule provided and defined on the Site together with other course-related information. Each Virtual Class and Online Training Program has a unique design and all the elements with their timings thereof are presented on the Site. By acquiring the Virtual Class or the Online Training Program, you automatically and unconditionally agree to the content and schedule of the Virtual Class or the Online Training Program described and provided on the Site.
5.3. The term within which you may have an access to the materials provided to you in accordance with the purchased Virtual Class or Online Training Program is 3 (three) months from the commencement of such particular Virtual Class or Online Training Program. Upon the end of the beforementioned term you will no longer have the access to the particular materials of the Virtual Class or the Online Training Program as these materials will become inaccessible to you through your User’s Account. The beforementioned 3 (three) months term does not apply to the Video Courses that form a part of the purchased Virtual Class or Online Training Program (if any), as the access to the Video Course is withdrawn together with the end of the particular Virtual Class or Online Training Program as specified in Clause 5.5.1 hereunder.
5.4. After you complete certain Virtual Class or Online Training Program, you are provided with an online Certificate of completion. Such Certificate confirms that you successfully attended and listened to respective Virtual Class or Online Training Program and acquired certain training information and materials. The Certificate may be downloaded by you directly from the Site to your own electronical technical device or it may be sent to you automatically at your e-mail provided by you when creating/updating your User’s Account. For the avoidance of any doubts, please note that the issued Certificate does not grant you any rights and/or privileges neither against AeroClass nor any other third party. The Certificate is a document proving the fact of your afforded possibility to have a full access to the specific training material available on the Site, however the Certificate does not warrant that such training material has actually been accessed or accessed in full, or that you have fully learned or mastered all the training materials provided. For the avoidance of doubt, in case you do not attend and complete the acquired Virtual Class or Online Training Program you will not be provided with an online Certificate for attendance in particular Virtual Class or Online Training Program.
5.5. By accepting these Terms and Conditions, you also acknowledge and agree that:
5.5.1. once the Virtual Class or the Online Training program acquired by you commences with the Video Course thus forming a part of the Virtua Class or the Online Training Program and, accordingly, you are provided by AeroClass with a full virtual technical access to attend and listen to that Video Course, the services of a digital content in respect of that particular Virtual Class or Online Training Program to be provided to you by AeroClass under these Terms and Conditions, shall be deemed as duly and fully provided. The respective Video Course, being a part of the Virtual Class or the Online Training Program, shall be attended and listened by you within the period of respective Virtual Class or the Online Training Program, i.e. upon the end of the respective Virtual Class or the Online Training Program you will no longer have the access to that particular Video Course as that particular Video Course will become inaccessible to you through your User’s Account; and
5.5.2. once the Virtual Class or the Online Training Program acquired by you commences with the part of the scheduled live sessions and, accordingly, you are provided by AeroClass with a technical access to attend such live sessions, the services of a digital content in respect of that particular Virtual Class or Online Training Program to be provided to you by AeroClass under these Terms and Conditions, shall be deemed as duly and fully provided.
5.6. In the event that AeroClass becomes aware that there is a need to re-schedule or otherwise change certain Virtual Class or Online Training Program you have already purchased, due to whatsoever reason and beyond the control of you, AeroClass undertakes to make a reasonable effort to notify you as soon as possible by contacting you via e-mail using your e-mail information provided on the Site when creating/updating your User’s Account. In case you do not agree to participate in the purchased Video Course or Online Training Program under the changed conditions, the price paid by you for that Video Course or Online Training Program will be fully refunded to you by AeroClass within 14 (fourteen) calendar days following the date of receipt of your disagreement to participate in the purchased Video Course or Online Training Program under the changed conditions. Please note that you shall respond to the discussed notification provided to you by AeroClass as soon as practically available, however in any case not later than within 5 (five) business days as of provision of such notification by AeroClass. If you do not respond to AeroClass within this term, AeroClass will automatically treat this as your disagreement to participate in the Video Course or Online Training Program under the changed conditions and, therefore, AeroClass will provide you with the refund within 14 (fourteen) calendars days as of the end of the before stated 5 (five) business days’ term.
5.7. You are able to terminate this contract of a digital content concluded between you and AeroClass with a right of a full refund from AeroClass within the term of 14 (fourteen) calendar days once you accept these Terms and Conditions and make a payment for a certain Virtual Class or Online Training Program. In case of termination after the end of this term, you cease having a right to a refund. Should you wish to terminate this contract of a digital content and request for a refund (if applicable), please contact AeroClass via e-mail [[email protected]].
5.8. For the sake of clarity, this 14 (fourteen) calendar days term of termination with your right to a full refund as stated in the Clause 5.7 hereinabove, ceases to apply once: (i) you are provided with an access to the learning material of the acquired Virtual Class or Online Training Program, i.e. you are provided with an access to the respective Video Course (if any) forming a part of Virtual Class or Online Training Program, or (ii) the live session of the Virtual Class or Online Training Program is scheduled and commences before the expiry of that 14 (fourteen) calendar days term, since by accepting these Terms and Conditions on the Site, you have explicitly agreed that you will lose this right of termination with a right of a full refund from the moment the supply of a digital content is started, i.e. you become able to attend the acquired Virtual Class or Online Training Program as per the Clause 5.5 hereinabove.
SECTION III. PAYMENT TERMS
6. PRICING, PAYMENT METHODS AND INVOICING
6.1. Unless otherwise stated herein or directly on the Site, all fees payable for the Online Courses shall be paid in US Dollars or Euros.
6.2. The prices payable for particular Online Courses are provided together with other relevant information for that particular Online Course. The prices published on the Site at the time of acquisition of respective Online Courses are the actual and real prices to be paid by you.
6.3. The User, seeking to acquire certain Online Course, is solely responsible for paying all charges and fees payable for that particular Online Course in a manner of a payment accepted on the Site and following the payment instructions available on the Site.
6.4. The payment methods which are accepted on the Site are the following: a) Credit Card; and b) wire transfer. AeroClass reserves the right, to exclude certain payment methods or to include additional ones at its own discretion and at any time. As for the payment of the acquired Subscription Plan on a monthly basis by a Credit Card, please be noted that each and every subsequent month during the validity term of the Subscription Plan, the amount corresponding to the amount of the Subscription Plan’s monthly payment will be automatically deducted form your Credit Card which was initially indicated by you when acquiring the Subscription Plan. Please note that in case due to any possible reasons, including technical errors, AeroClass is not able to proceed with the deduction hereof, AeroClass shall in no case be obliged to provide you with a virtual access to any further Video Courses constituting the Subscription Plan. In addition to this, AeroClass will reserve the right to remedies as per the Clause 4.5 hereof and this being without prejudice to any other remedies available to AeroClass under these Terms and Conditions and/or applicable legal acts.
6.5. As for the payment of the acquired Subscription Plan on a monthly basis by a wire transfer, please be noted that each and every subsequent month during the validity term of the Subscription Plan, you will be reminded via e-mail and/or directly through your User’s Account to make a payment corresponding to the amount of the Subscription Plan’s monthly payment. In case you fail to make a monthly payment as per the terms provided in the said reminder, AeroClass will reserve the right to remedies as per the Clause 4.5 hereof and this being without prejudice to any other remedies available to AeroClass under these Terms and Conditions and/or applicable legal acts.
6.6. After each purchase of respective Online Course, AeroClass will provide you with an electronic invoice which will be sent to you directly to your User’s Account and/or e-mail provided by you when creating or updating your User’s Account. In case you pay for the Online Course via wire transfer, AeroClass will provide you with an electronic invoice within 72 (seventy-two) hours once the price amount is duly and fully credited into the bank account of AeroClass.
SECTION IV: OTHER TERMS
7. LIABILITY
7.1. AeroClass gives no guarantee or warranty to the User, that participating in any Online Course will success in passing the exams, tests, practical elements and practical assessments or achieve any particular knowledge, skills, abilities, personal characteristics, other “worker-based” factors or proficiency to qualify for any license, certificate or rating issued by any regulatory agency or governmental authority and AeroClass shall not be responsible for the competence of any User trained.
7.2. Without prejudice to any rights that AeroClass has under these Terms and Conditions and/or applicable legal acts, should the User breach any of its obligations under these Terms and Conditions (or any part thereof), AeroClass reserves the right to suspend the User’s access to the Platform and/or to the purchased Online Course immediately, upon becoming aware of any such breach committed by the User, at its sole discretion and without incurring any liability. Such suspension shall be cancelled by AeroClass within a reasonable period of time once the breach is duly cured by the User at the sole risk and expense of the User.
7.3. AeroClass shall be liable against the User for direct damages caused to the User in connection with the performance, non-performance or improper performance of the Online Courses due to the gross negligence or wilful misconduct of AeroClass, its directors, officers, employee, agents and/or instructors. Liability for any indirect, special or consequential loss (including loss of anticipated profit or data), howsoever arising, shall be limited to the maximum extent permitted by applicable legal acts. You agree that AeroClass shall not be deemed to be at fault as a presumption and, therefore, you will bear the burden to prove we are at fault in each case you seek for our liability.
7.4. The User agrees and undertakes to hold forever harmless and indemnify AeroClass from and against all and any claims, pretences and/or demands brought by any third parties arising out of or in connection with this contract concluded between you and AeroClass, unless such claims, pretences and/or demands are due to the duly proved gross negligence or wilful misconduct on the part of AeroClass.
8. INTELLECTUAL PROPERTY
8.1. All the rights, title and interests to the Intellectual Property belong to AeroClass, its subcontractors and/or respective licensors. Purchase, listening or participating in any Online Course does not give you any rights whatsoever to the Intellectual Property (or any part thereof) or to the content the User accesses or may access via the Platform/the Site.
8.2. All trademarks, service marks, trade names and trade dresses used on the Site and/or the content available on the Site are owned by AeroClass and/or AeroClass’ licensors or licensees and the User, using the Site (or any part thereof), will not acquire any rights of whatsoever nature to such trademarks, services marks, trade names and trade dresses.
8.3. By accepting these Terms and Conditions, the User agrees and undertakes not to reproduce, sell, publish, lend, copy or otherwise use the materials of the Online Courses and/or the Site overall contrary to the provisions of the documents forming this contract of a digital content concluded between you and AeroClass.
8.4. AeroClass states that it will not knowingly include any copyrighted material in its Online Course materials available on the Site without receipt of a license or consent.
8.5. AeroClass respects the intellectual property rights of other persons, and kindly asks its Users to do the same. If you believe that your work containing intellectual property has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify AeroClass via registered mail at the following address: UAB AeroClass, Dariaus ir Girėno g. 21A, Vilnius, Lithuania.
8.6. To be effective, the aforesaid notification must be in writing and contain the following information: an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that has been infringed; a description of where the material is located on the Site; your address, telephone number, and e-mail address; a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.
8.7. If the User fails to comply with the obligations indicated in this Section 8 (“Intellectual Property”), the User shall pay to AeroClass the amount of EUR 5,000 (five thousand euros) as minimal, pre-agreed and undisputable damages of AeroClass (the Amount). The Amount shall be duly paid by the User to AeroClass not later than within the term of 10 (ten) business days upon receipt a written request of AeroClass. The User shall also compensate any other damages incurred by AeroClass in this regard and which are not covered by the Amount.
9. THIRD PARTY WEBSITES
9.1. Online Courses or third parties may provide links or other access to other sites and resources on the internet from the Site. AeroClass has no control over such sites and resources and AeroClass is not responsible for and does not endorse such sites and resources.
9.2. You further acknowledge and agree that AeroClass will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with any third parties found while using the Site or any content available on the Site (including the Online Courses) are between you and the third party, and, therefore, you agree that AeroClass is not and will not in any case be liable for any loss or damage that you may incur in this regard.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1. These Terms and Conditions are governed by and shall be construed in accordance with the laws of the Republic of Lithuania.
10.2. All and any disputes arising out of or related to these Terms and Conditions shall be aimed to be resolved through amicable mutual negotiations between you and AeroClass.
10.3. If no agreement between you and AeroClass is reached within the term of 14 (fourteen) calendar days upon receipt of a written request/claim, such disputes shall be finally resolved in accordance with the procedure established by the laws of the Republic of Lithuania.
10.4. If you do not agree with the response of AeroClass to your written request/claim, you have a right to apply to the State Consumer Rights Protection Authority as a body for the consumers disputes settlement in the Republic of Lithuania. Address: Vilnius str. 25, LT-01402 Vilnius, the Republic of Lithuania, tel. No.: (8 5) 262 6751, fax (8 5) 279 1466, e-mail: [email protected]. Website: http://www.vvtat.lt. Applying by the User to the State Consumer Rights Protection Authority shall not deprive the User of the right to apply to the competent court.
11. FEEDBACK
11.1. We kindly welcome your suggestions, ideas, comments, and other feedback regarding the Online Courses and your experience on the Site (the Feedback). By submitting any Feedback, you automatically grant us the right to anonymously use your Feedback without any restriction or any compensation to you. By accepting your Feedback, AeroClass does not waive any rights to use similar or related Feedback previously known to AeroClass, developed by our employees, contractors, or obtained from other sources.
12. MISCELLANEOUS
12.1Should any or several provisions of these Terms and Conditions be ineffective, the effectiveness of the Terms and Conditions as a whole and the effectiveness of the other provisions shall remain unaffected. The ineffective or unfeasible provision shall, insofar as legally permissible, be deemed to be replaced by a legally effective provision which corresponds as closely as possible to the commercial intent and purpose of the ineffective provision. The same is valid for possible omissions in regulations.
12.2. The failure of AeroClass to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision.
12.3. In case of discrepancies between the terms of these Terms and Conditions and the Site Usage Policy, the Cookies Policy, the Privacy Policy, the terms of these Terms and Conditions shall prevail and shall be applied.
12.4. Any information relating to these Terms and Conditions may be exchanged between you and us electronically, and such exchange of information will be considered appropriate and treated in the same way as written communication and documents.
12.5. If you have any questions or need any assistance regarding these Terms and Conditions, please contact AeroClass via the following e-mail: [email protected] or by sending a message via this platform available on the Site: https://www.aeroclass.org/contact/. AeroClass will put its best efforts to respond you and provide you with necessary answer/information/instructions within the shortest term possible.
12.6. These Terms and Conditions are effective as of: 24/08/2022.
AEROCLASS TERMS AND CONDITIONS APPLICABLE TO BUSINESS CLIENTS
SECTION I: GENERAL PROVISIONS
- KEY DEFINITIONS
1.1. In these Terms and Conditions:
AeroClass, we, our or us means UAB AeroClass, a limited liability company duly incorporated and existing under the laws of the Republic of Lithuania, company code 305623132, having its registered address at Dariaus ir Girėno g. 21A, Vilnius, Lithuania, the data of the company are being collected and stored at the Register of Legal Entities of the Republic of Lithuania, e-mail: [email protected], Tel. No.: +370 698 44698;
Business Account a personal virtual account on the Site, which you create and open when you register to become the Client and intending to acquire and use certain Online Courses available on the Site for your commercial and/or professional activities and needs;
Certificate means an electronic document evidencing and attesting to the fact of the User’s listening and attendance of certain Online Courses, i.e. Video Course, Virtual Class or Online Training Program;
Client, you or your means any legal person which creates the Business Account on the Site and purchases certain Online Courses available on the Site with the intention to assign purchased Online Courses to any User who will be actually listening and attending particular Online Course following the instructions available on the Site;
Intellectual Property means all records, documents, software, source code, data, designs, works of authorship and other materials, including any Online Courses materials, updates, revisions, examinations, assignments, manuscripts, final reports, and drafts and any other data and documentation, disclosed whether verbally, in paper, electronic form or in other media, made available by AeroClass to the Client and/or Users in connection with these Terms and Conditions and/or the Platform;
Platform means digital system developed and designed by AeroClass on the Site for the purpose to deliver the Online Courses and allow the monitoring of the progress of that online training, i.e. to provide learning materials, interactive tasks and examination (if applicable), which is available through the Site;
Online Courses means aviation related online training courses available on the Site which are organised and developed by AeroClass using a distance learning method in which instructors/lectors and attendees (the Users) are physically separated and which are delivered to the Users using electronic technical means (e.g. computers, tablets, smartphones with internet access etc.). For the purpose of these Terms and Conditions, the Online Courses include the following products: (i) Video Courses; ii) Virtual Classes; and iii) Online Training Programs;
Online Training Program means one of the types of the Online Courses available on the Platform, i.e. aviation relatedasynchronous and synchronous distant online training courses directed to advanced skills development of the Platform’s users which may include Video Courses, self-studying, live sessions between the User and the instructors, questions and answers (Q&A) sessions and online assessment. The Online Training Program is scheduled in advance and the material for the respective Online Training Program shall be usually delivered to the User over the period from 4 (four) to 8 (eight) weeks and shall be supported by the course material developed for each Online Training Program;
Terms and Conditions means the present Terms and Conditions which regulate the contractual relationship between you and AeroClass in relation to the acquisition and provision of the Online Courses;
User or attendee means any natural person who is assigned by the Client to actually listen and attend the Online Courses acquired by the Client on behalf and under the control of the Client and who creates the User’s Account on the Site for this purpose;
User’s Account means a personal virtual account on the Site, which the User creates and opens intending to listen and attend certain Online Courses purchased by the Client and thereafter assigned to the User.
Video Course means one of the types of the Online Courses available on the Platform, i.e. aviation related asynchronous distant online training courses, which are available to the Users when using a recorded video and/or voice presentation, specifically created for the Platform as well as hosted on the Platform;
Virtual Class means one of the types of the Online Courses available on the Platform, i.e. aviation relatedasynchronous and synchronous online training courses which may include Video Courses, self-studying, live sessions between the User and the instructors, questions and answers (Q&A) sessions and online assessment. The Virtual Classes are scheduled in advance and usually last from 1 (one) to 4 (four) consecutive days and shall be supported by the course material developed for each Virtual Class;
Site means the website www.aeroclass.org and all related sub-domains of this website.
1.2. Any other terms used in these Terms and Conditions and not explicitly defined herein, shall have the meanings given in the Site Usage Policy available on the Site.
2. CONTRACT BETWEEN YOU AND US
2.1. These Terms and Conditions shall be regarded as a contract concluded between AeroClass and the Client on the terms of acquisition and provision of the Online Courses by using the Site. Such contract shall be deemed concluded when you, using your Business’s Account, purchase and pay for the Online Courses following the instructions available on the Site. This contract is also governed by the Site Usage Policy, the Privacy Policy and Cookies Policy which are available for your review at any time on the Site and which together with these Terms and Conditions form a single contract between you and AeroClass (hereinafter collectively the Official Rules).
2.2. These Terms and Conditions shall be applicable and regarded as a contract concluded between AeroClass and the Client, i.e. no contractual relationships shall arise between AeroClass and the Users while they use the Online Courses purchased on the Site and assigned to them by the Client and under the direct control of the Client.
2.3. AeroClass reserves the right to modify these Terms and Conditions and/or any part of the Official Rules and information/materials contained on the Site at any time and without separate notice to the Client. Subsequent changes to the Terms and Conditions and/or any part of the Official Rules normally serve to improve our offered Online Courses. Changes can also be necessary due to changes in applicable legislation and/or the implementation of laws and unforeseeable changes that AeroClass does not initiate and on which AeroClass has no influence and which would – without adjusting or adding to the Terms and Conditions and/or any part of the Official Rules – make the execution of this contract more difficult or impossible. For avoidance of doubt, the Client shall be binding on the Terms and Conditions which were applicable at the time of purchasing of respective Online Courses, unless mandatory legal acts require otherwise. All the revised and outdated Terms and Conditions, with links to the revised and amended Terms and Conditions, are provided at the end of this document or are made available for your ease reference on the Site.
2.4. Any deviations from these Terms and Conditions applicable namely and exclusively to you need to be agreed in writing between you and AeroClass by concluding separate agreement which shall automatically be regarded as an integral and inseparable part of these Terms and Conditions, otherwise no deviations from these Terms and Conditions shall be applied.
2.5. Should you wish to terminate this contract concluded between you and AeroClass as per the terms provided in these Terms and Conditions, please contact AeroClass by sending a message via this platform available on the Site by providing all material information necessary for the termination of the contract: https://www.aeroclass.org/contact/ In case additional information is needed in order to terminate the contract as per your request, AeroClass will contact you with no unreasonable delay.
SECTION II. ONLINE TRAINING ON THE SITE
3. GENERAL
3.1. AeroClass undertakes to provide the Client with a virtual access to the purchased Online Courses at the Platform only upon receipt by AeroClass of full payment of the price payable for particular Online Course and subject to receipt by the Client email confirmation of the order. If the Client fails to pay the total price payable for particular Online Course or if AeroClass rejects the order by sending order rejection email to the Client, AeroClass is not in any case obliged to provide the Client with a virtual access to that specific Online Course.
3.2. By accepting these Terms and Conditions, you acknowledge and agree that AeroClass, at the sole discretion may reject your order of Online Course by sending the rejection email to the Client. The reason of rejection may be incorrect order details provided by the Client, insufficient funds in payment method, chosen by the Client, duplicative and other pending order(s), legal restrictions (country of establishment, sanctions) etc. The Client will be informed about the cause of order rejection in the recejction email and in the Platform.
3.3. Payment for the Online Courses shall be made by the Client following the terms and conditions specified in “Payment Terms” under the Section III below.
3.4. The payment for respective Online Course shall be deemed received by AeroClass as follows:
a) in case of payment by Credit Card – at the moment of payment, i.e. immediately once the price amount is deducted from the Credit Card you use for payment;
b) in case of payment by Wire Transfer – at the moment the price amount is credited to our bank account and you are provided with an electronic invoice.
3.5. The Client shall be provided by AeroClass with a possibility to assign the purchased Online Courses to any User, i.e. natural person, who will be actually listening or attending particular Online Course on behalf of the Client. In order to assign the purchased Online Course for particular User, the Client has to follow the instructions available on the Site. The Client acknowledges and agrees that it is entitled to assign 1 (one) acquired Online Course to 1 (one) User only and the Client shall ensure and be responsible for the proper implementation of this obligation. The User may attend and listen to particular Online Course which was assigned by the Client to the User only upon creation of the User’s Account following the instructions available on the Site. Once the User’s Account is created, the User will be provided with a virtual access to all Online Courses specifically assigned to the User by the Client on the Client’s own discretion.
3.6. Please note that the Client is responsible for the assignment of the purchased Online Courses to the Users on a timely manner according to the activation requirements and schedules applicable to respective acquired Online Courses indicated on the Site and AeroClass will not be liable in any case when the access to that particular Online Course will become inaccessible to the User through its User’s Account due to the Client’s failure to properly assign the Users to the purchased Online Courses.
3.7. When you acquire any Online Course as per the terms provided herein and following the instructions available on the Site and by assigning certain Online Courses to any Users, you automatically and unconditionally confirm and ensure that the Users:
3.7.1. comply with all the qualificative requirements applicable to the attendees of respective Online Course which are defined in respective Online Course program and/or description of respective Online Course program (if applicable) available on the Site;
3.7.2. are able to read, write and communicate in the language of respective Online Course as indicated in the program/description of respective Online Course;
3.7.3. have a compatible device and its accessories (e.g. web camera) with an internet access (with reliable connection and sufficient speed) providing the Users with technical possibility to access and attend the acquired Online Course; and
3.7.4. have a technical possibility to use any widely used web browser, e.g. Chrome, Mozilla Firefox, Microsoft Edge, Safari, etc., that is essential for attendees to attend the acquired Online Course.
3.8. By acquiring any of the Online Courses offered on the Site, you confirm your consent to the fact that the Online Courses and provision of access to the Online Courses are in the sole discretion of AeroClass. As a result, AeroClass reserves the right without giving any reason or notice to you, to change, modify, add, delete or cancel any content offered on the Site (including Online Courses) partly or completely.
3.9. Please note that completion of any Online Course does not confer any academic credit and/or any qualification admissible by regulatory, governmental or any other authorities. AeroClass makes no express or implied warranties whatsoever that Online Courses shall be recognised or otherwise approved by any academic institution or accreditation organisation.
3.10. By acquiring any of the Online Courses offered on the Site you agree and undertake to act ethically, respectfully and professionally when performing this contract and when assigning any of the acquired Online Courses to the Users and overall using the Site or any of its functionalities. The Client shall also take the responsibility and ensure that the Users assigned by the Client for attending and listening to particular Online Course will always act in the same manner.
3.11. In case you have any questions regarding the Online Courses (e.g. materials, content, payment terms, schedule thereto), AeroClass highly recommends you to contact us prior any purchase in order to solve all uncertainties and thus avoid any misunderstandings. We will put commercially reasonable efforts to provide you with the requested assistance in a timely manner.
4. VIDEO COURSE
4.1. Video Course is a recorded video training material available and published on the Site that includes animated slides, training delivery methods management, training sequence control, slideshow, synchronisation with the video course, interactive tests, list of reference material.
4.2. You may acquire the Video Courses in a form of an annual subscription plan only. There are several types of subscription plans available on the Platform and the details and benefits of each of which, including the number of virtual accesses to the Video Courses (the Virtual Credit(s)) that you will get under each such Subscription Plan, are indicated on the Platform (the Subscription Plan).
4.3. In case of acquisition of the Subscription Plan, the Users will be able to choose to attend any Video Courses that will be available on the Platform at that time. The number of the Video Courses that Users will be able to actually attend, depends on the number of Virtual Credits that will be provided under certain acquired Subscription Plan. Under these Terms and Conditions, you agree that AeroClass does not and shall not guarantee that any particular Video Course will be available at the Platform at any time during the validity term of your acquired Subscription Plan.
4.4. The Subscription Plan may be paid by you on a monthly basis or the total price of the selected Subscription Plan may be paid by you at once in advance.
4.5. Please note that if you choose to pay for the selected Subscription Plan in a form of monthly payments you will only receive a certain (limited) number of Virtual Credits each month, which will actually depend on the type of your acquired Subscription Plan. The Virtual Credits given to you each month shall be activated by the assigned Users i.e. the same number of Video Courses shall be started viewing by the assigned Users, within the same month, otherwise those Virtual Credits will end and will not be available for use next month. This shall not apply in case of acquisition of the Subscription Plan which provides you with an unlimited number of Virtual Credits, if such type of Subscription Plan is available for acquisition on the Platform
4.6. For the sake of clarity, if you fail to make a monthly payment under the acquired Subscription Plan as per the terms herein, you will not be provided with further Virtual Credits constituting the acquired Subscription Plan and, therefore, AeroClass will be free to immediately and unilaterally terminate your Subscription Plan and additionally, if deemed necessary upon sole discretion of AeroClass, to suspend your, including the Users’, further access to the Platform. Such suspension may be cancelled by AeroClass within a reasonable period of time and if technically possible once the breach is duly cured by you at your sole risk and expense.
4.7. In case of your choice to pay the total price of the Subscription Plan in advance, you will be provided with all the Virtual Credits constituting the acquired Subscription Plan at once, subject to AeroClass’s due receipt of the total price thereof. The exact number of Virtual Credits to be provided to you in this case depends on the type of your acquired Subscription Plan. Please note that all the provided Virtual Credits shall be activated by you (the assigned Users) during the validity term of the Subscription Plan, otherwise they will become inaccessible to the assigned Users through their User’s Account immediately after expiration of the validity term of the Subscription Plan.
4.8. Please note that you will be charged for the acquired Subscription Plan in accordance with the terms and procedures set forth herein and provided on the Site as well as based on the number of Users assigned by you for the purpose to actually use the benefits of the acquired Subscription Plan and listen to the Video Courses constituting the acquired Subscription Plan.
4.9. By acquiring the Video Courses in the form of a certain Subscription Plan, you agree and confirm your understanding that you (the assigned Users) will be able to attend and listen to the acquired Video Courses for the term of 6 (six) months following the date the Users actually started attending and listening to certain Video Course, i.e. activated the provided Virtual Credit with respect to this Video Course. Therefore, the Virtual Credit will be automatically withdrawn (i) upon the end of before stated 6 (six) months term or (ii) upon successful completion of particular Video Course by the User (whichever comes first). In case the User does not complete the particular Video Course within the before stated 6 months’ term, the User will no longer have the access to that particular Video Course as that particular Video Course will become inaccessible to the User through the User’s Account with no liability of whatsoever on the part of AeroClass. Please note that as long as respective Video Course acquired by you is accessible to the User through the User’s Account, the User is free to listen to that particular Video Course as many times as you may think fit as well as stop the listening or resume it at any time.
4.9.1. By acquiring the Video Courses in the form of a certain business package, you agree and confirm your understanding that you (the assigned Organization and/ or Users) will be able to attend and listen to the acquired Video Courses for the term of 12 (twelve) months following the date the Organization/ Users actually started attending and listening to certain Video Course, i.e. activated the provided Virtual Credit with respect to this Video Course. Therefore, the Virtual Credit will be automatically withdrawn (i) upon the end of before stated 12 (twelve) months term or (ii) upon successful completion of particular Video Course by the User (whichever comes first). In case the User does not complete the particular Video Course within the before stated 12 months’ term, the User will no longer have the access to that particular Video Course as that particular Video Course will become inaccessible to the User through the User’s Account with no liability of whatsoever on the part of AeroClass. Please note that as long as respective Video Course acquired by you is accessible to the User through the User’s Account, the User is free to listen to that particular Video Course as many times as you may think fit as well as stop the listening or resume it at any time.
4.10. Once the User completes certain Video Course, the User is provided with an online Certificate of completion. Such Certificate confirms that the attendee successfully attended and listened to respective Video Course. The Certificate may be downloaded by the User directly from the Site to the User’s electronical technical device or it may be automatically sent to the User at the User’s e-mail provided by the User when creating/updating the User’s Account. For the avoidance of any doubts, please note that the issued Certificate does not grant to the attendee any rights and / or privileges neither against AeroClass nor any other third party. The Certificate is purely a document proving the fact of the attendee’s afforded possibility to have a full access to the specific training material available on the Site, however the Certificate does not warrant that such training material has actually been accessed or accessed in full, or that the attendee has fully learned or mastered all the training materials provided. For the avoidance of doubt, in case the User does not activate the Video Course assigned to the User by the Client or does not complete the listening of a particular Video Course within the terms indicated in the Clause 4.9 of these Terms and Conditions, the User will not be provided with an online Certificate.
4.11. The Users, while attending and listening to the Video Course assigned by the Client, will receive a limited number of attempts to take a final test (if it is applicable in accordance with the program/description of respective Video Course) which is usually not less than 3 (three).
4.12. Please note that virtual access to respective purchased Video Course is activated on the part of AeroClass, i.e. AeroClass provides you with the Virtual Credits to attend and listen to the Video Courses based on the terms of the acquired Subscription Plan after the payment is received by AeroClass as stated in the Clause 3.3 hereinabove and in accordance with the selected way of payment for the acquired Subscription Plan. However, the Users shall have a full virtual technical access to attend and listen to the Video Course only and if the User is assigned to this particular Video Course by the Client following the instructions provided on the Site.
4.13. Please note that once the Client acquires and pays for respective Subscription Plan, the Client shall not in any case and under any circumstances qualify for a refund or any part thereof, unless otherwise explicitly stated herein or agreed between the Client and AeroClass in writing under a separate agreement.
4.14. In case certain Video Course towards which the User has used his/her Virtual Credit but which has not been completed by the User and the deadlines for its completion are not expired according to the Clause 4.9 hereof, is deleted/cancelled form the Platform due to no fault of yours and the User, AeroClass will provide 1 (one) additional Virtual Credit which shall be used under the same conditions as the aforementioned used Virtual Credit. This clause shall not apply with respect to the Subscription Plans under which unlimited number of Virtual Credits are provided (if any).
5. VIRTUAL CLASS AND ONLINE TRAINING PROGRAM
5.1. Virtual Class and Online Training Program are online virtual aviation related teaching and learning environments and by participating in the Virtual Class or Online Training Program the instructors/lecturers and attendees under the pre-confirmed schedule interact with each other during the online training session, including but not limited to, by presenting, uploading and exchanging training materials, performing assignments (in any format) in order to assess and monitor attendees’ progress, working in groups, communicating with each other in respect of the training. As a part of certain Virtual Class or Online Training Program the attendees may get access to certain Video Courses, providing that the instructors of the respective Virtual Class or Online Training Program shall have a discretion to choose the specific learning methods.
5.2. The Virtual Class and Online Training Program is organized according to pre-defined schedule provided on the Site together with other course-related information. Each Virtual Class and Online Training Program has a unique design and all the elements with their timings are presented on the Site. By acquiring the Virtual Class or the Online Training Program, you automatically and unconditionally agree to the content and schedule of the Virtual Class or the Online Training described and provided on the Site.
5.3. The term within which the User may have an access to the materials provided in accordance with the purchased Virtual Class or Online Training Program is 3 (three) months from the commencement of such particular Virtual Class or Online Training Program. Upon the end of the beforementioned term the User will no longer have the access to the particular materials of the Virtual Class or the Online Training Program as these materials will become inaccessible to the User through the User’s Account. The beforementioned 3 (three) months term does not apply to the Video Courses that form a part of the purchased Virtual Class or Online Training Program (if any), as the access to the Video Course is withdrawn together with the end/completion of the particular Virtual Class or Online Training Program.
5.4. Once the User completes certain Virtual Class or Online Training Program, the User is provided with an online Certificate of completion. Such Certificate confirms that the User successfully attended and listened to respective Virtual Class or Online Training Program and acquired certain training information and materials. The Certificate may be downloaded by the User from the Site to the User’s electronical technical device or I may be automatically sent to the User at the User’s e-maul provided by the User when creating updating the User’s Account. For the avoidance of any doubts, please note that the issued Certificate does not grant the User any rights and/or privileges neither against AeroClass nor any other third party. The Certificate is a document proving the fact of the User’s afforded possibility to have a full access to the training material available on the Site, however the Certificate does not warrant that such training material has actually been accessed or accessed in full, or that the User has fully learned or mastered all the training materials provided. For the avoidance of doubt, in case the User does not attend and complete the Virtual Class or Online Training Program assigned by the Client, the User will not be provided with an online Certificate for attendance of that particular Virtual Class or Online Training Program (as the case may be).
5.5. In the event that AeroClass becomes aware that there is a need to re-schedule or otherwise change certain Virtual Class or Online Training Program you have already purchased, due to whatsoever reason and beyond the control of you, AeroClass undertakes to make a reasonable effort to notify you as soon as possible by contacting you via e-mail using your e-mail information provided on the Site when creating/updating your Business Account. In case you disagree with the changed conditions of your purchased Virtual Class or Online Training Program (as the case may be), the price paid by you for that particular Virtual Class or Online Training program (as the case may be) will be fully refunded to you by AeroClass within 30 (thirty) calendar days following the date of receipt of your disagreement with the changed conditions of your purchased Virtual Class or Online Training Program. Please note that you shall respond to the discussed notification provided to you by AeroClass as soon as practically available, however in any case not later than within 3 (three) business days as of its provision. If you do not respond to AeroClass within this term, AeroClass will automatically treat this as your agreement to participate in the Virtual Class or Online Training Program under the changed conditions and, therefore, AeroClass shall not be obliged to provide you with the refund (or a part thereof) or any other compensation whatsoever.
5.6. In the event of cancellation of the acquired Virtual Class or Online Training Program by the Client due to any possible reasons and beyond the control of AeroClass, the Client shall be refunded by AeroClass in accordance with the following terms and procedures:
5.6.1. if the cancellation notice is received by AeroClass at least 30 (thirty) calendar days before the commencement of respective Virtual Class or Online Training Program and no training material, including an access to the Video Course, is provided to the Client – 100% of the price paid for the Virtual Class or Online Training cancelled shall be refunded to the Client within the term of 30 (thirty) calendar days as of receipt of cancellation notice;
5.6.2. if the cancellation notice is received by AeroClass between 30 (thirty) and 14 (fourteen) calendar days before the commencement of respective Virtual Class or Online Training Program and no training material, including an access to the Video Course forming a part of the Virtual Class or Online Training program being cancelled, is provided to the Client– 50% of the price paid for the Virtual Class or Online Training Program being cancelled shall be refunded to the Client within the term of 30 (thirty) calendar days as of AeroClass’ due receipt of cancellation notice;;
5.6.3. if the cancellation notice is received by AeroClass between 14 (fourteen) and 7 (seven) calendar days before the commencement of respective Virtual Class or Online Training Program and no training material, including an access to the Video Course forming a part of the Virtual Class or Online Training Program being cancelled, is provided to the Client – 25% of the price paid for the Virtual Class or Online Training Program being cancelled shall be refunded to the Client within the term of 30 (thirty) calendar days as of AeroClass’ due receipt of cancellation notice;
5.6.4. if the cancellation notice is received by AeroClass later than 7 (seven) calendar days before the commencement of respective Virtual Class or Online Training Program being cancelled – no refund shall be granted to the Client.
5.7. In the event the Virtual Class and/or Online Training Program is cancelled and removed from the Site by AeroClass and due to the reasons beyond the control of the Client after the price for such Virtual Class or Online Training Program has been already paid by the Client, AeroClass will issue a credit note which may be used by the Client for acquisition of any subsequent Virtual Class or Online Training Program (as the case may be) offered on the Site scheduled within 1 (one) year period following the aforesaid cancellation. Alternatively, the net price paid by the Client for the cancelled/removed Virtual Class or Online Training Program shall be fully refunded to the Client with no unreasonable delay in case the Client so requests.
SECTION III. PAYMENT TERMS
6. PRICING, PAYMENT METHODS AND INVOICING
6.1. Unless otherwise stated herein or directly on the Site, all fees payable for the Online Courses shall be paid in US Dollars or Euros.
6.2. The prices payable for particular Online Courses are provided together with other information relevant to that particular Online Course. The prices published on the Site at the time of acquisition of respective Online Courses are the actual and real prices to be paid by you.
6.3. The Client, seeking to acquire certain Online Course, is solely responsible for paying all charges and fees payable for that particular Online Course in a manner of a payment accepted on the Site and following the payment instructions available on the Site.
6.4. The payment methods which are accepted on the Site are the following: a) Credit Card; and b) wire transfer. AeroClass reserves the right, to exclude certain payment methods or to include additional ones at its own discretion and at any time.
6.5. As for the payment of the acquired Subscription Plan on a monthly basis by a Credit Card, please be noted that each and every subsequent month during the validity term of the Subscription Plan, the amount corresponding to the amount of the Subscription Plan’s monthly payment will be automatically deducted from your Credit Card which was initially indicated by you when acquiring the Subscription Plan. Please note that in case due to any possible reasons, including technical errors, AeroClass is not able to proceed with the deduction hereof, AeroClass shall in no case be obliged to provide you with a virtual access to any further Video Courses constituting the Subscription Plan. In addition to this, AeroClass will reserve the right to remedies as per the Clause 4.5 hereof and this being without prejudice to any other rights and/ or remedies available to AeroClass under these Terms and Conditions and/or applicable legal acts.
6.6. As for the payment of the acquired Subscription Plan on a monthly basis by a wire transfer, please be noted that each and every subsequent month during the validity term of the Subscription Plan, you will be reminded via e-mail and/or directly through your Business Account to make a payment corresponding to the amount of the Subscription Plan’s monthly payment. In case you fail to make a monthly payment as per the terms provided in the said reminder, AeroClass will reserve the right to remedies as per the Clause 4.5 hereof and this being without prejudice to any other rights and/or remedies available to AeroClass under these Terms and Conditions and/or applicable legal acts.
6.7. After each purchase of respective Online Course, AeroClass will provide you with an electronic invoice which will be sent to you directly to your Business’s Account and/or e-mail provided by you when creating or updating your Business’s Account. In case you pay for the Online Course via wire transfer, AeroClass will provide you with an electronic invoice within 72 (seventy-two) hours once the price amount is duly and fully credited into the bank account of AeroClass.
SECTION IV: OTHER TERMS
7. LIABILITY
7.1. AeroClass gives no guarantee or warranty to the Client and/or the User that the User actually participating in any Online Course will success in passing the exams, tests, practical elements and practical assessments or achieve any particular knowledge, skills, abilities, personal characteristics, other “worker-based” factors or proficiency to qualify for any license, certificate or rating issued by any regulatory agency or governmental authority and AeroClass shall not be responsible for the competence, qualification and skills of any User trained.
7.2. Without prejudice to any rights that AeroClass has under these Terms and Conditions and/or applicable legal acts, should the Client or any User breach any of their obligations under these Terms and Conditions (or any part thereof), AeroClass reserves the right to suspend the Client’s and/or the User’s access to the Platform and/or to the purchased Online Course immediately, upon becoming aware of any such breach committed by the Client or the User, at its sole discretion and without incurring any liability. Such suspension shall be cancelled by AeroClass within a reasonable period of time once the breach is duly cured by the Client at the sole risk and expense of the Client.
7.3. AeroClass shall be liable against the Client for direct damages caused to the Client in connection with the performance, non-performance or improper performance of the Online Courses due to the gross negligence or willful misconduct of AeroClass, its directors, officers, employees, agents and/or instructors. Liability for any indirect, special or consequential loss (including loss of anticipated profit or data), howsoever arising, is explicitly excluded, even if AeroClass has been advised of such potential loss. AeroClass will also not be responsible for any damage resulting from any computer viruses arising from software installed on attendee’s, participating in respective Online Course, computer systems.
7.4. The Client agrees and undertakes to hold AeroClass forever harmless and indemnify AeroClass from and against all and any claims, pretences and/or demands brought by any third parties arising out of or in connection with this contract concluded between the Client and AeroClass, unless such claims, pretences and/or demands are due to the duly proved gross negligence or wilful misconduct on the part of AeroClass.
7.5. The Client shall compensate all and any damages incurred by AeroClass due to the Client’s breach of any of obligations assumed by the Client under the Official Rules (or any part thereof).
8. INTELLECTUAL PROPERTY
8.1. All the rights, title and interests to the Intellectual Property belong to AeroClass, its subcontractors and/or respective licensors. Purchase, listening or participating in any Online Course does not give you or the Users any rights whatsoever to the Intellectual Property (or any part thereof) or to the content the User or you access or may access via the Platform/the Site.
8.2. All trademarks, service marks, trade names and trade dresses used on the Site and/or the content available on the Site are owned by AeroClass and/or AeroClass’ licensors or licensees and the Client and/or the User, using the Site (or any part thereof), will not acquire any rights of whatsoever nature to such trademarks, services marks, trade names and trade dresses.
8.3. By accepting these Terms and Conditions, the Client agrees and undertakes not to reproduce, sell, publish, lend, copy or otherwise use the materials of the Online Courses and/or the Site overall contrary to the provisions of the documents forming this contract concluded between you and AeroClass and the Client ensures that the Users will either not conduct any of the above actions.
8.4. AeroClass states that it will not knowingly include any copyrighted material in its Online Course materials available on the Site without receipt of a license or consent.
8.5. AeroClass respects the intellectual property rights of other persons, and, therefore, kindly asks the Client to do the same an ensure that the Users would also do the same. If you believe that your work containing intellectual property has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify AeroClass via registered mail at the following address: UAB AeroClass, Dariaus ir Girėno g. 21A, Vilnius, Lithuania.
8.6. To be effective, the aforesaid notification must be in writing and contain the following information: an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that has been infringed; a description of where the material is located on the Site; your address, telephone number, and e-mail address; a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.
8.7. If the Client or any User fails to comply with the obligations indicated in this Section 8 (“Intellectual Property”), the Client shall pay to AeroClass the amount of EUR 5,000 (five thousand euros) as minimal, pre-agreed and undisputable damages of AeroClass (the Amount). The Amount shall be duly paid by the Client to AeroClass not later than within the term of 10 (ten) business days upon receipt of a written request of AeroClass. The Client shall also compensate any other damages incurred by AeroClass in this regard and which are not covered by the Amount.
9. THIRD PARTY WEBSITES
9.1. The Online Courses or third parties may provide links or other access to other sites and resources on the internet from the Site. AeroClass has no control over such sites and resources and AeroClass is not responsible for and does not endorse such sites and resources.
9.2. You further acknowledge and agree that AeroClass will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with any third parties found while using the Site or any content available on the Site (including the Online Courses) are between you or the User (as the case may be) and the third party, and, therefore, you agree that AeroClass is not and will not in any case be liable for any loss or damage that you and/or Users may incur in this regard.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1. These Terms and Conditions and relations between the Client and AeroClass arising hereof shall be governed by and construed in accordance with the laws of the Republic of Lithuania, including the issues of execution, validity, invalidity and termination hereof.
10.2. All disputes, controversies or claims which may arise between the Client and AeroClass out of or in relation to these Terms and Conditions and contract concluded between the Client and AeroClass, including termination or breach thereof, shall be resolved amicably by the Client and AeroClass through mutual negotiations. If such dispute, controversy or claim cannot be so settled within 30 (thirty) calendar days as of the date a written notice on such dispute, controversy or claim is received by the Client or AeroClass (as the case may be), the matter shall be finally resolved by the competent courts of the Republic of Lithuania.
11. FEEDBACK
11.1. We kindly welcome your suggestions, ideas, comments, and other feedback regarding the Online Courses and your experience on the Site (the Feedback). By submitting any Feedback, you automatically grant us the right to anonymously use your Feedback without any restriction or any compensation to you. By accepting your Feedback, AeroClass does not waive any rights to use similar or related Feedback previously known to AeroClass, developed by our employees, contractors, or obtained from other sources.
12. MISCELLANEOUS
12.1. Should any or several provisions of these Terms and Conditions be ineffective, the effectiveness of the Terms and Conditions as a whole and the effectiveness of the other provisions shall remain unaffected. The ineffective or unfeasible provision shall, insofar as legally permissible, be deemed to be replaced by a legally effective provision which corresponds as closely as possible to the commercial intent and purpose of the ineffective provision. The same is valid for possible omissions in regulations.
12.2. The failure of AeroClass to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision.
12.3. In case of discrepancies between the terms of these Terms and Conditions and the Site Usage Policy, the Cookies Policy, the Privacy Policy, the terms of these Terms and Conditions shall prevail and shall be applied.
12.4. If you have any questions or need any assistance regarding these Terms and Conditions, please contact AeroClass via the following e-mail: [email protected] or by sending a message via this platform available on the Site: https://www.aeroclass.org/contact/. AeroClass will put its best efforts to respond you and provide you with necessary answer/information/instructions within the shortest term possible.
12.5. These Terms and Conditions are effective as of: 24/08/2022.
GENERAL TERMS OF TRAINING COURSES PURCHASE AGREEMENT
These general terms of training courses purchase agreement (as defined below) are intended to establish the terms and conditions under which AeroClass (as defined below) shall provide the Company (as defined below) with the virtual access to the purchased and duly paid Course (as defined below).
By placing an Order the Company unconditionally accepts and agrees with application of these general terms of training courses purchase agreement.
| AeroClass: | Name of the company: UAB AeroClass |
| Registration number: 305623132 | |
| Registered address: Dariaus ir Girėno g. 21A, Vilnius, the Republic of Lithuania | |
| The Company | As defined in Point 2 of Order to the General Terms of Training Courses Purchase Agreement Form. |
- DEFINITIONS AND INTERPRETATION OF THE AGREEMENT
1.1. Capitalized terms in the Agreement shall be understood as defined in this Clause of the Agreement or the meaning provided below, unless the context requires otherwise:
| Agreement | means these general terms of training courses purchase agreement concluded between AeroClass and the Company, including respective Orders (the form of which is attached hereto as annex No. 1), any annexes and/or any amendments of the Agreement made by the Parties in writing from time to time; |
| Business Account | means personal virtual account on the Site created and opened by the Company in order to use the purchased Course available on the Site for the Company’s commercial and/or professional activities and needs; |
| Certificate | means electronic document evidencing and attesting to the fact of the User’s listening and attendance of the Course, i.e. Video Course, Virtual Class or Online Training Program; |
| Course | means aviation related online training courses available on the Site which are organised and developed by AeroClass using a distance learning method in which instructors/lecturers and attendees (the Users) are physically separated and which are delivered to the Users using electronic technical means (e.g. computers, tablets, smartphones with internet access etc.). For the purpose of this Agreement, the Courses include the following products: (i) Video Courses; (ii) Virtual Classes; and (iii) Online Training Programs; |
| Intellectual Property | means all records, documents, software, source code, data, designs, works of authorship and other materials, including any Course materials, updates, revisions, examinations, assignments, manuscripts, final reports, and drafts and any other data and documentation, disclosed whether verbally, in paper, electronic form or in other media, made available by AeroClass to the Company in connection with this Agreement and/or the Platform; |
| Online Training Program | means one of the types of the Courses available on the Platform, i.e. aviation relatedasynchronous and synchronous distant online training courses directed to advanced skills development of the Platform’s users which may include Video Courses, self-studying, live sessions between the User and the instructors, questions and answers (Q&A) sessions and online assessment. The Online Training Program is scheduled in advance and the material for the respective Online Training Program shall be usually delivered to the User over the period from 4 (four) to 8 (eight) weeks and shall be supported by the course material developed for each Online Training Program; |
| Order | means the document wherein the Parties agree in writing on the specific terms and conditions in relation to the specification, amounts, prices, etc. of the Course being purchased by the Company from AeroClass under this Agreement. Each Order entered into by the Parties automatically becomes an integral and inseparable part of the Agreement from the moment of its signing by both Parties (unless otherwise stated in particular Order concluded between the Parties). The form of the Order is attached hereto as Annex No. 1; |
| Parties | means the Company and AeroClass collectively, i.e. the parties of this Agreement (each of whom is individually referred to as the Party); |
| Platform | means digital system developed and designed by AeroClass on the Site for the purpose to deliver the Courses and allow the monitoring of the progress of that online training, i.e. to provide learning materials, interactive tasks and examination (if applicable), which is available through the Site; |
| Price | means the fixed price payable by the Company to AeroClass for the Course agreed and indicated in respective Order; |
| Video Course | means one of the types of the Courses available on the Platform, i.e. aviation related asynchronous distant learning training courses, which are available to the Users when using a recorded video and/or voice presentation, specifically created for the Platform as well as hosted on the Platform; |
| Signature Date | means the date on which the last Party signs the Order, indicated on the signature page of the Order; |
| User or attendee | means any natural person who is assigned by the Company to actually listen and attend the Course acquired by the Company on behalf and under the control of the Company and who creates the User’s Account on the Site for this purpose; |
| User’s Account | means a personal virtual account on the Site, which the User shall create and open for the purpose to listen and attend certain Course purchased by the Company and assigned to attend to the User; |
| VAT | means value added tax; |
| Virtual Class | means one of the types of the Courses available on the Platform, i.e. aviation relatedasynchronous and synchronous online training courses which may include Video Courses, self-studying, live sessions between the User and the instructors, questions and answers (Q&A) sessions and online assessment. The Virtual Classes are scheduled in advance and usually last from 1 (one) to 4 (four) consecutive days and shall be supported by the course material developed for each Virtual Class; |
| Site | means the site www.aeroclass.org and all related sub-domains of this site. |
1.2. In the Agreement, unless the context otherwise requires, words denoting the singular include the plural and vice versa.
1.3. Headings of the Agreement are for ease of reference only and do not affect interpretation of the terms of the Agreement.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. Pursuant to the conditions, procedures and terms stipulated under this Agreement, AeroClass undertakes to provide the Company with the virtual access to the purchased and duly paid Course via the Platform while the Company, on the terms and conditions of the Agreement, undertakes to pay to AeroClass the Price for the Course in a proper and timely manner and fulfill other obligations assumed under this Agreement.
2.2. The Course shall be deemed purchased by the Company subject to the full Price payable for the Course is received by AeroClass unless otherwise is explicitly agreed between the Parties under respective Order.
2.3. The respective Course being purchased by the Company under this Agreement and any applicable details thereof, including, the number of Courses being purchased, title, type, schedules, Price, etc., shall be agreed and affixed in writing by the Parties by concluding respective Order. The duly executed Order is binding to the Parties and constitutes an integral and inseparable part of this Agreement. In the event of any discrepancies between the terms of this Agreement and the terms provided for in certain Order concluded between the Parties, the terms of the Order shall prevail and shall be applied.
2.4. The validity of each signed Order automatically expires when the Company and AeroClass duly and fully perform their obligations provided for in this Agreement and that relevant Order.
2.5. This Agreement shall be applicable only to AeroClass and the Company, i.e. no contractual relationships shall arise between AeroClass and the Users while they attend the Courses which were purchased by the Company and assigned to the Users by the Company
2.6. By concluding this Agreement, the Company confirms being properly acquainted with the terms and conditions defining the usage of the Site which are available for the Company’s review at any time on the Site. In addition to this, the Company represents and warrants the terms and conditions defining the usage and functionalities of the Site being fully acceptable to the Company and binding on the Company. During the entire validity term of this Agreement, the Company agrees and undertakes to duly follow all the terms and conditions defining the usage of the Site. In case at any time during the validity of this Agreement the Company no longer agrees with the terms defining the usage of the Site (or any part thereof), the Company shall inform AeroClass on the matter with no delay and the Parties shall agree in writing on the termination or amendment of this Agreement, otherwise the Company agrees and undertakes to always properly follow the terms of the usage of the Site which are available and published on the Site.
3. PRICE AND PAYMENT TERMS
3.1. The Parties agree that the exact Price (its currency) payable by the Company to AeroClass for the acquisition of the Course, including its payments terms, shall be specified in each and every Order to be concluded by the Parties under this Agreement.
3.2. Once respective Order is signed between the Parties, an electronic pro-forma invoice for the payment of the Price indicated in that respective Order will be issued by AeroClass to the Company within the term of 5 (five) business days upon the execution of the Order. The pro-forma invoice will be sent to the Company directly to its Business’s Account and/or e-mail indicated in the Order.
3.3. The final invoice will be issued to the Company once the full payment under the corresponding pro-forma invoice is received by AeroClass. Each and every pro-forma invoice issued by AeroClass under this Agreement shall be paid by the Company within the term indicated in respective pro-forma invoice unless otherwise agreed in corresponding Order.
4. GENERAL TERMS OF ONLINE TRAINING ON THE SITE
4.1. The Company confirms its understanding that the Courses are available on the Site for the registered users only, therefore, the Company agrees to create the Business Account on the Site using a corresponding registration form and following the instructions available on the Site in order to use the purchased Course in accordance with the terms of this Agreement.
4.2. AeroClass undertakes to provide the Company with a virtual access to the purchased Course at the Platform only upon receipt of the full Price payable for that respective Course as provided for in Section 3 hereinabove. If the Company fails to duly pay the Price, AeroClass is not in any case obliged to provide the Company with an access to the Course, unless the Parties agreed otherwise under respective Order.
4.3. Once the Company is provided with a virtual access to the purchased Course as per the Clause 4.2 hereinabove, the Company becomes able to assign the purchased Course to any User, i.e. natural person, who will be actually listening and attending the Course on behalf of the Company. In order to assign the purchased Course to particular User, the Company has to follow the instructions available on the Site. The Company acknowledges and agrees that it is entitled to assign 1 (one) acquired Course to 1 (one) User only and the Company shall ensure and be responsible for the proper implementation of this obligation.
4.4. The User may attend and listen to the Course which was assigned by the Company to the User only upon creation of the User’s Account following the instructions available on the Site. Once the User’s Account is created, the User will be provided with a virtual access to all the Courses specifically assigned to the User by the Company on the Company’s own discretion.
4.5. The Company is responsible for the assignment of the purchased Courses to the Users on a timely manner according to the activation requirements and schedules applicable to respective acquired Courses indicated in the Agreement and/or directly on the Site. AeroClass shall in no case be liable if the access to the Course becomes inaccessible to the User through his/her User’s Account due to the Company’s failure to properly assign the Users to the purchased Courses as per the terms of this Agreement.
4.6. By assigning the Course to respective Users as per the terms of this Agreement, the Company automatically and unconditionally confirms and ensures that the Users:
4.6.1. comply with all the qualificative requirements applicable to the attendees of the respective Course which are defined in the respective Course program and/or description of respective Course program (if applicable);
4.6.2. are able to read, write and communicate in the language of the Course as indicated in the program/description of the Course;
4.6.3. have a compatible device and its accessories (e.g. web camera) with an internet access (with reliable connection and sufficient speed) providing the Users with technical possibility to access and attend the acquired Course; and
4.6.4. have a technical possibility to use any widely used web browser, e.g. Chrome, Mozilla Firefox, Microsoft Edge, Safari, etc., that is essential for attendees to attend the acquired Course.
4.7. By concluding this Agreement, the Company confirms its understanding that completion of the Course does not confer any academic credit and/or any qualification admissible by regulatory, governmental or any other authorities. AeroClass makes no express or implied warranties whatsoever that the Course shall be recognised or otherwise approved by any academic institution or accreditation organisation.
4.8. By concluding this Agreement, the Company agrees and undertakes to act ethically, respectfully and professionally when using the Site or any of its functionalities. The Company shall also take the responsibility and ensure that the Users assigned by the Company for attending and listening to respective Course will always act in the same manner.
5. VIDEO COURSES
5.1. Video Course is a recorded video training material available and published on the Site that includes animated slides, training delivery methods management, training sequence control, slideshow, synchronisation with the video course, interactive tests, list of reference material.
5.2. The Company may acquire the Video Courses in a form of an annual subscription plan only (the Subscription Plan) under which certain number of virtual accesses to Video Courses (the Virtual Credits) will be provided to the Company. Should the Parties explicitly agree under certain Order with respect to acquisition of the Subscription Plan, an unlimited number of Virtual Credits may be provided to the Company.
5.3. under certain Subscription Plan acquired by the Company under this Agreement. The Parties agree that AeroClass does not and shall not guarantee that any particular Video Course will be available at the Platform at any time during the validity term of the Subscription Plan acquired by the Company.
5.4. The Parties agree that under certain Order the Parties may agree that the total price of the Subscription Plan will either be paid in a form of monthly payments or at once in advance. If the Company fails to make a monthly payment pertaining to the acquired Subscription Plan as per the terms herein, the Company will not be provided with further Virtual Credits constituting the acquired Subscription Plan and, therefore, AeroClass will be free to immediately and unilaterally terminate the Subscription Plan and additionally, if deemed necessary upon sole discretion of AeroClass, to suspend the Company’s, including the Users’, further access to the Platform. Such suspension may be cancelled by AeroClass within a reasonable period of time and if technically possible once the breach is duly cured by the Company at the Company’s sole risk and expense.
5.5. The Company agrees and undertakes to pay for the acquired Subscription Plan in accordance with the terms and procedures set forth herein as well as based on the number of Users actually assigned by the Company for the purpose to use the benefits of the Subscription Plan and listen to the Video Courses constituting the acquired Subscription Plan.
5.6. In case the Parties under respective Order agree that the Subscription Plan is to be paid by the Company in a form of monthly payments, the Company will be provided with a certain (limited) number of Virtual Credits each month. The Virtual Credits given to the Company each month shall be activated by the assigned Users i.e. the same number of Video Courses shall be started viewing by the assigned Users, within the same month, otherwise those Virtual Credits will end and will not be available for use next month. This shall not apply in case of acquisition of the Subscription Plan under which unlimited number of Virtual Credits is provided.
5.7. In case the Parties under respective Order agree that the total Price of the Subscription Plan is to be paid by the Company in advance, the Company will be provided with all the Virtual Credits constituting the acquired Subscription Plan at once, subject to AeroClass’s due receipt of the total Price thereof. The Company hereby confirms its understanding and agrees that all the provided Virtual Credits shall be activated by the Company (the assigned Users) during the validity term of the Subscription Plan, otherwise they will become inaccessible to the assigned Users through their User’s Account after expiration of the validity term of the Subscription Plan.
5.8. The User who was assigned by the Company to listen to respective acquired Video Course will be able to attend and listen to the acquired Video Courses for the term of 6 (six) months following the date the Users actually started attending and listening to certain Video Course, i.e. activated the provided Virtual Credit with respect to this Video Course. Therefore, the access to the acquired Video Course will be automatically withdrawn (i) upon the end of before stated 6 (six) months term or (ii) upon successful completion of the particular Video Course by the User (whichever comes first). In case the User does not complete the particular Video Course within the before stated 6 months’ term, the User will no longer have the access to that particular Video Course as that particular Video Course will become inaccessible to the User through the User’s Account with no liability whatsoever on the part of AeroClass. Please note that as long as respective Video Course acquired by the Company is accessible to the User through the User’s Account, the User is free to listen to that particular Video Course as many times as you may think fit as well as stop the listening or resume it at any time.
5.9. Once the User completes certain Video Course, the User is provided with an online Certificate of completion. Such Certificate confirms that the attendee successfully attended and listened to respective Video Course. The issued Certificate may be found on the Site using the menu options. The User shall be able to download the Certificate from the Site to its own electronical technical device following the instructions provided on the Site. For the avoidance of any doubts, the issued Certificate does not grant to the attendee any rights and / or privileges neither against AeroClass nor any other third party. The Certificate is purely a document proving the fact of the attendee’s afforded possibility to have a full access to the training material available on the Site, however the Certificate does not warrant that such training material has actually been accessed or accessed in full, or that the attendee has fully learned or mastered all the training materials provided. For the avoidance of doubt in case the User does not activate the Video Course assigned to the User by the Company or does not complete the listening of a particular Video Course within the terms indicated in the Clause 5.8 hereof, the User will not be provided with an online Certificate.
5.10. The Users, while attending and listening to the Video Courses assigned by the Company, will receive a limited number of attempts to take a final test (if it is applicable in accordance with the program/description of respective Video Course) which is usually not less than 3 (three).
5.11. The Parties agree that virtual access to respective purchased Video Course is activated on the part of AeroClass, i.e. AeroClass provides the Company with Virtual Credits to attend and listen to the Video Courses based on the terms of the acquired Subscription Plan after the payment is received by AeroClass as stated in the Section 3 hereof and in accordance with the agreed way of payment for the acquired Subscription Plan. However, the Users shall have a full virtual technical access to attend and listen to the Video Courses only and if the User is assigned to this particular Video Course by the Company following the instructions provided on the Site.
5.12. Once the Company acquires and pays for the Subscription Plan, the Company shall not in any case and under any circumstances qualify for a refund or any part thereof, unless otherwise explicitly stated herein or agreed between the Company and AeroClass in writing.
5.13. In case certain Video Course towards which the User has used his/her Virtual Credit but which has not been completed by the User and the deadlines for its completion are not expired according to the Clause 5.8 hereof, is deleted/cancelled form the Platform due to no fault of the Company and the Users, AeroClass upon request of the Company will provide 1 (one) additional Virtual Credit which shall be used under the same conditions as the aforementioned used Virtual Credit. This clause shall not apply with respect to the Subscription Plans under which unlimited number of Virtual Credits are provided (if any).
6. VIRTUAL CLASS AND ONLINE TRAINING PROGRAM
6.1. Virtual Class and Online Training Program are online virtual aviation related teaching and learning environments and by participating in the Virtual Class or Online Training Program the instructors/lecturers and attendees under the pre-confirmed schedule interact with each other during the online training session, including but not limited to, by presenting, uploading and exchanging training materials, performing assignments (in any format) in order to assess and monitor attendees’ progress, working in groups, communicating with each other in respect of the training. As a part of certain Virtual Class or Online Training Program the attendees may get access to certain Video Courses, providing that the instructors of the respective Virtual Class or Online Training Program shall have a discretion to choose the specific learning methods.
6.2. Virtual Class and Online Training Program is organized according to pre-defined schedule provided on the Site together with other course-related information. Each Virtual Class and Online Training Program has a unique design and all the elements with their timings are presented on the Site. By acquiring the Virtual Class or the Online Training Program hereunder, the Company automatically and unconditionally agree to the content and schedule of the corresponding Virtual Class or the Online Training described and provided on the Site.
6.3. The Parties agree that the term within which the assigned User may have an access to the materials provided in accordance with the purchased Virtual Class or Online Training Program is 3 (three) months from the commencement of such particular Virtual Class or Online Training Program. Upon the end of the beforementioned term the User will no longer have the access to the particular materials of the Virtual Class or the Online Training Program as these materials will become inaccessible to the User through the User’s Account. The beforementioned 3 (three) months term does not apply to the Video Courses that form a part of the purchased Virtual Class or Online Training Program (if any), as the access to the Video Course is withdrawn together with the end/completion of the particular Virtual Class or Online Training Program.
6.4. Once the User completes certain Virtual Class or Online Training Program , the User is provided with an online Certificate of completion. Such Certificate confirms that the User successfully attended and listened to respective Virtual Class or Online Training Program and acquired certain training information and materials. An issued Certificate may be found on the Site using the menu options. The User is able to download the Certificate from the Site to its own electronical technical device following the instructions provided on the Site. The Company confirms its understanding that the issued Certificate does not grant the User any rights and/or privileges neither against AeroClass nor any other third party. The Certificate is purely a document proving the fact of the User’s afforded possibility to have a full access to the training material available on the Site, however the Certificate does not warrant that such training material has actually been accessed or accessed in full, or that the User has fully learned or mastered all the training materials provided. For the avoidance of doubt, in case the User does not attend or does not complete the Virtual Class or Online Training Program assigned by the Company, the User will not be provided with an online Certificate for attendance of that particular Virtual Class or Online Training Program.
6.5. In the event that AeroClass becomes aware that there is a need to re-schedule or otherwise change certain Virtual Class or Online Training Program, the Company has already purchased, due to whatsoever reason and beyond the control and influence of the Company, AeroClass undertakes to make a reasonable effort to notify the Company as soon as possible by contacting the Company via e-mail indicated in the Order and/or to the Company’s Business’s Account in the Platform. In case the Company disagrees with the changed conditions of the purchased Virtual Class or Online Training Program (as the case may be),, the Price for that particular Virtual Class or Online Training Program will be fully refunded to the Company by AeroClass within 30 (thirty) calendar days following the date of receipt of the Company’s explicit disagreement with the changed conditions of the purchased Course. The Company shall respond to the discussed notification provided to the Company by AeroClass as soon as practically available, however in any case not later than within 3 (three) business days as of its provision. If the Company does not respond to AeroClass within this term, the Company unconditionally agrees that AeroClass will automatically treat this as the Company’s agreement to participate in the Virtual Class or Online Training Program under the changed conditions and, therefore, AeroClass shall not be obliged to provide the Company with the refund (or a part thereof) or any other compensation.
6.6. In the event of cancellation of the acquired Virtual Class or Online Training Program by the Company due to any possible reasons and beyond the control and influence on the part of AeroClass, the Company shall be refunded by AeroClass in accordance with the following terms and procedures:
6.6.1. if the cancellation notice is received by AeroClass at least 30 (thirty) calendar days before the commencement of respective Virtual Class or Online Training Program and no training material, including an access to the Video Course constituting the Virtual Class or Online Training Program is provided to the Company – 100% (one hundred percent) of the Price paid for the Virtual Class or Online Training Program, being cancelled shall be refunded to the Company within the term of 30 (thirty) calendar days as of AeroClass’ due receipt of cancellation notice;
6.6.2. if the cancellation notice is received by AeroClass between 30 (thirty) and 14 (fourteen) calendar days before the commencement of respective acquired Virtual Class or Online Training Program and no training material, including an access to the Video Course constituting the Virtual Class or Online Training Program, is provided to the Company– 50% (fifty percent) of the Price paid for the Virtual Class or Online Training Program being cancelled shall be refunded to the Company within the term of 30 (thirty) calendar days as of AeroClass’ due receipt of cancellation notice;
6.6.3. if the cancellation notice is received by AeroClass between 14 (fourteen) and 7 (seven) calendar days before the commencement of respective acquired Virtual Class or Online Training Program and no training material, including an access to the Video Course constituting the Virtual Class or Online Training Program, is provided to the Company – 25% (twenty five percent) of the Price paid for the Virtual Class or Online Training Program being cancelled shall be refunded to the Company within the term of 30 (thirty) calendar days as of AeroClass’ due receipt of cancellation notice;
6.6.4. if the cancellation notice is received by AeroClass later than 7 (seven) calendar days before the commencement of respective Virtual Class or Online Training Program being cancelled – no refund shall be granted to the Company.
6.7. In no cases other than those described herein the Company shall become entitled to refunds.
6.8. In the event the Virtual Class and/or Online Training Program is cancelled and removed from the Site by AeroClass and due to the reasons beyond the control and influence of the Company and the Users after the Price for such Virtual Class and/or Online Training Program has been already paid by the Company, AeroClass will issue a credit note which may be used by the Company for acquisition of any subsequent Virtual Class or Online Training Program (as the case may be) offered on the Site and scheduled within 1 (one) year period following the aforesaid cancellation. Alternatively, the net Price paid by the Company for the cancelled/removed Virtual Class or Online Training Program (as the case may be) shall be fully refunded to the Company with no unreasonable delay in case the Company so explicitly requests.
7. INTELLECTUAL PROPERTY
7.1. The Parties agree that all Intellectual Property rights, title and interest in and related to the Courses belong to AeroClass, subcontractors and/or respective licensors of AeroClass. The purchase of the Course does not give the Company and/or the Users of the Course an ownership of or any Intellectual Property rights to the Course or to the content the Company and/or the Users access with the purchased Course via Platform.
7.2. All trademarks, service marks, trade names, and trade dress used on the Site and/or the content available on the Site are owned by AeroClass and/or AeroClass’ licensors or licensees and the Company and/or the User, using the Site (or any part thereof), will not acquire any rights of whatsoever nature to such trademarks, services marks, trade names and trade dresses.
7.3. The Parties acknowledge that preparers of materials of the Courses are solely responsible for the contents of the materials hosted on the Course and their compliance with the requirements of applicable legal acts and regulations.
7.4. The Company agrees and undertakes not to:
7.4.1. reproduce, sell, publish, lend, copy or otherwise use the Course materials except for the use of the purchased Course for its own non-commercial reference and in accordance with the terms of this Agreement;
7.4.2. access, tamper with, or use non-public areas of the Platform (including content storage), AeroClass’ computer systems, or the technical delivery systems of AeroClass’ service providers;
7.4.3. disable, interfere with, or try to circumvent any of the features of the Platform related to security or probe, scan, or test the vulnerability of any of AeroClass’ systems;
7.4.4. copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of or content on the Platform;
7.4.5. access or search or attempt to access or search the Platform by any means (automated or otherwise) other than through AeroClass’ currently available search functionalities that are provided via Site. The Company may not scrape, spider, use a robot, or use other automated means of any kind to access the Platform;
7.4.6. in any way use the Platform to send altered, deceptive, or false source-identifying information (such as sending email communications falsely appearing as AeroClass); or interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the platforms or services, or in any other manner interfering with or creating an undue burden on the Platform.
7.5. The Company undertakes to cause the actual users of the Course (the Users) to withhold from prohibited actions referred to in this Clause and is fully liable to AeroClass for the prohibited actions of the Users.
7.6. AeroClass warrants that it will not knowingly include any copyrighted material in its course materials without license or consent, if applicable.
8. FORCE MAJEURE
8.1. The Parties shall not be liable to each other for any failure or delay in performance of the Agreement, if such failure was caused by circumstances, which could not be controlled and reasonably foreseen by either of the Parties during the time of formation of the Agreement and it was impossible to prevent such circumstances and their results. Such circumstances include, inter alia, an epidemic disease and any measures taken to limit the outbreak thereof.
8.2. If the conditions caused by the Force Majeure circumstances are temporary, the Party is not liable under this Agreement only for the period reasonably related to the impact of the circumstances causing the non-performance.
8.3. The Party excused from the performance due to Force Majeure circumstances shall:
8.3.1. inform the other Party within 3 (three) calendar days following the emergence of Force Majeure circumstances, and specify anticipated time of the end of such circumstances;
8.3.2. submit documentation proved that the Party took all necessary steps and used its best efforts in order to minimize damages and negative consequences within 7 (seven) calendar days following the emergence of Force Majeure circumstances;
8.3.3. immediately notify the other Party after the termination of Force Majeure circumstances.
8.4. The Party is excused from liability from the moment of the occurrence of Force Majeure circumstances, or if a Party has not submitted a notice about Force Majeure circumstances on time, then from the time of proper submission of such notice. If a Party does not provide a notice about the Force Majeure circumstances on time, it shall be liable for the other Party’s damages, sustained due to such delayed notice.
9. VALIDITY AND TERMINATION OF THE AGREEMENT
9.1. The Agreement shall come into force as of its execution date indicated on the signature page of the respective Order and shall be valid until the complete performance of the obligations assumed hereunder or until the termination of the Agreement under the terms and conditions specified herein or in the applicable laws.
9.2. This Agreement may be terminated upon mutual written agreement of the Parties.
9.3. Each of the Parties are entitled to terminate the Agreement unilaterally and without referring to the court by giving written notice to other Party not later than 30 (thirty) calendar days prior to the anticipated termination of the Agreement. The submission of such written notice and maturity of the term is a juridical fact which terminates the Agreement. The termination of the Agreement under this Clause does not affect further performance of the concluded and not completed Orders, unless otherwise agreed between the Parties in writing.
9.4. AeroClass upon its sole discretion is entitled to terminate the Agreement overall or exclusively a specific Order unilaterally, with an immediate effect and without referring to the court by giving written notice to the Company if the Company fails to pay the Price to AeroClass under the payment conditions specified herein and in respective Order.
9.5. Each Party is entitled to terminate the Agreement unilaterally and without referring to the court if the other Party cannot properly perform its obligations under the Agreement due to Force Majeure circumstances for longer than 60 (sixty) calendar days. The submission of such written notice and expiration of the term provided in such notice is a juridical fact terminating the Agreement.
9.6. The Parties confirm that the termination of the Agreement does not relieve the Parties form the duty to dully fulfil their obligations under the Agreement that arise out of the Agreement prior to its termination, unless the Parties explicitly agree otherwise in writing.
10. CONFIDENTIALITY
10.1. The information regarding this Agreement and other related information, as well as any other information directly or indirectly disclosed by the Parties to each other during the performance of this Agreement shall be deemed and shall be treated as strictly confidential. Such information during the term of this Agreement and after its expiration can be disclosed to third parties only to the extent needed for the proper performance of the Agreement and only after receipt of the written consent from the other Party.
10.2. It is not considered as a breach of confidentiality obligation where a prior notice to the other Party is submitted, provided that the confidential information is disclosed to governmental institutions as required by legal acts, attorneys of the Parties, auditors, who are ex officio obliged to keep the confidentiality of information.
11. LIABILITY
11.1. Without prejudice to any rights that AeroClass has or may have under this Agreement and/or applicable legal acts, should the Company or any User breach any of their obligations under this Agreement (or any part thereof), AeroClass reserves the right to suspend the Company’s and/or the User’s access to the Platform and/or to the purchased Course immediately, upon becoming aware of any such breach committed by the Company or the User, at its sole discretion and without incurring any liability. Such suspension shall be cancelled by AeroClass within a reasonable period of time once the breach at the sole opinion of AeroClass is deemed as duly cured by the Company at the sole risk and expense of the Company.
11.2. AeroClass shall be liable against the Company for direct damages caused to the Company in connection with the performance, non-performance or improper performance of the Agreement due to the gross negligence or willful misconduct of AeroClass, its directors, officers, employees, agents and/or instructors. Liability for any indirect, punitive, special or consequential loss (including loss of anticipated profit or data), howsoever arising, is explicitly excluded, even if AeroClass has been advised of such potential loss. AeroClass will also not be responsible for any damage resulting from any computer viruses arising from software installed on the Company’s and/or attendee’s, participating in respective Course, computer systems.
11.3. The Company shall compensate all and any damages incurred by AeroClass due to the Company’s breach of any of obligations assumed by the Company under the Agreement (or any part thereof).
11.4. The Company agrees and undertakes to hold forever harmless and indemnify AeroClass, its directors, employees, officers from and against any claims, pretences and/or demands brought by third parties arising out of or in connection with the Agreement unless such claims, pretences and/or demands are due to the duly proved gross negligence or willful misconduct on the part of AeroClass.
11.5. AeroClass gives no guarantee or warranty to the Company and/or the User that the User actually participating in the Course will success in passing the exams, tests, practical elements and practical assessments or achieve any particular knowledge, skills, abilities, personal characteristics, other “worker-based” factors or proficiency to qualify for any license, certificate or rating issued by any regulatory agency or governmental authority and AeroClass shall not be responsible for the competence, qualification and skills of any User trained.
11.6. If the Company or any User fails to comply with the obligations indicated in Section 7 (“Intellectual Property”) and the Section 10 (“Confidentiality”), the Company shall pay to AeroClass the amount of EUR 5,000 (five thousand euros) as minimal, pre-agreed and undisputable damages of AeroClass (the Amount). The Amount shall be duly paid by the Company to AeroClass not later than within the term of 10 (ten) business days upon receipt of a written request of AeroClass. The Company shall also compensate any other damages incurred by AeroClass in this regard and which are not covered by the Amount.
12. PERSONAL DATA PROCESSING
12.1. Each Party agrees to comply with Regulation (EU) 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 (the GDPR) and all acts amending or replacing it.
12.2. When processing personal data, the Parties agree and undertake to comply with the obligations set out in the Agreement, the applicable laws and the GDPR. For the purposes of this Section, the terms “personal data”, “processing”, “personal data”, “data controller”, “personal data breach” and “data subject” have the same meanings as in the GDPR.
12.3. The Parties are considered as separate controllers, with each Party being able to determine the purpose and means of processing the personal data held under its control. With respect to the separate control of the Parties and without the intention to enter into a joint-control as defined in article 26 of the GDPR, this clause sets out the framework for the sharing of personal data between the Parties and defines the principles and procedures that the Parties shall adhere to and the responsibilities the Parties owe to each other.
12.4. In order to conclude and perform the Agreement, the Parties, as independent data controllers, process personal data of each other and/or their employees and/or representatives and/or participants (shareholders, etc.) and/or advisers, such as names, surnames, contact details, or other personal data necessary for the conclusion and performance of the Agreement.
12.5. Each Party shall ensure that the shared personal data is accurate. The Parties will notify each other without undue delay if they become aware of inaccuracies in shared personal data.
12.6. Each Party shall implement appropriate technical and organisational measures designated to:
12.6.1. ensure and protect the security, integrity and confidentiality of the shared personal data;
12.6.2. protect against any unauthorised processing, loss, use, disclosure or acquisition of or access to any personal data.
12.7. Each Party acknowledges and agrees that personal data will be stored as long as such data is necessary for the performance of this Agreement, as well as for maintaining historical records. In order to ensure the protection of the legitimate interests of the Parties (e.g. legal claims arising from the Agreement or defence against such claims), the personal data provided by the Parties will be processed for no longer than is necessary to achieve this purpose. At the end of this period, the Parties shall retain information on the contractual relationship (including the personal data contained on it) for the statutory retention periods required by commercial and fiscal law. During this period, personal data may only be stored and processed only if state-authorized institutions or bodies carry out an audit or other legal process.
12.8. If personal data must be transferred outside the European Economic Area (EEA) during the conclusion or performance of the Agreement, the Party transferring personal data should comply with the requirements of Chapter V of the GDPR.
12.9. The Parties implementing the requirements of Articles 12 to 14 of the GDPR, should properly inform their employees, participants, advisors and other data subjects, whose data are transferred for the purpose of conclusion and performance of this Agreement about the transfer of their personal data to the other Party, indicating the recipient (or its category) to whom the data are transferred, the purpose of such transfer, the point of contact to get more information on the processing of personal data.
12.10. AeroClass informs that the contact details of its data protection officer or the person responsible for personal data protection issues in AeroClass is: [email protected]. More information on the processing of data can be obtained by contacting the person referred to in this section or by reading AeroClass privacy policy on the following Site: https://www.aeroclass.org/privacy-policy/.
12.11. The Company informs that the contact details of its data protection officer or the person responsible for personal data protection issues in the company are: [email protected]. Further information on the processing of data can be obtained by contacting the person referred to in this clause.
12.12. If there is a relationship between the Parties regarding the processing of personal data or the regular transfer of personal data, the Parties shall enter into separate agreements on the processing or transfer of personal data, as appropriate.
13. COMPLIANCE
13.1. The Company represents, warrants and undertakes that:
13.1.1. Neither the Company nor any of its directors, officers, employees, contract workers, assigned personnel, subsidiaries nor, to the best of the knowledge of the Company (having made due and careful enquiry), any agent, subcontractor, supplier or affiliate or other person associated with or acting on behalf of the Company is an individual or entity (the Person) that is, or is acting on behalf or for the benefit of the Person that is, or is owned or controlled by the Persons that are:
A) currently the subject or the target of any economic, financial or trade sanctions laws, regulations, embargoes or restrictive measures imposed, administered or enforced from time to time by the United States of America, the United Nations, the European Union, the United Kingdom, the jurisdictions where AeroClass and the Company are incorporated, carry out business or this Agreement is performed or any governmental or regulatory authority, institution or agency of any of the foregoing, including but not limited to the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the Bureau of Industry and Security of the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the Council of the European Union, HM Treasury or other relevant sanctions authority (including but not limited to the designation in the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons List maintained by the US Department of Commerce, the UK Sanctions List, and the OFSI Consolidated List maintained by HM Treasury, or any other list issued or maintained by any foregoing sanctions authorities of persons subject to sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time) (collectively, the Sanctions); or
B) located, organised, operating or residing in a country, region or territory that is, or whose government is, the subject or the target of the Sanctions from time to time, including but not limited to Crimea, Cuba, Iran, North Korea, Sudan and Syria;
(each such Person is hereinafter referred to as the Sanctioned Person).
13.1.2. From its date of incorporation the Company has not engaged in, is not now engaged in, nor will engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was Sanctioned Person.
13.1.3. The Company shall not, directly or indirectly, use the benefit received from this Agreement including but not limited to services or goods acquired: (i) to facilitate any activities or business of or with any Person that is the Sanctioned Person; or (ii) in any other way or manner that would result in a violation of the Sanctions by AeroClass.
13.1.4. The Company and any Person that may be involved by the Company in the execution and/or the performance of this Agreement has complied and shall comply with all national, supra-national, local or foreign laws and regulations in relation to combatting against bribery, fraud and racketeering, corruption, money laundering and/or terrorism administered, enacted or enforced from time to time by the United States of America, the United Nations, the European Union, the United Kingdom, the jurisdiction where the Company is incorporated, carries out business or this Agreement is performed (collectively, the ABC/AML Laws) and that neither the Company nor the Person that may be involved by the Company in the execution and/or the performance of this Agreement has violated, is in violation of, or will violate the ABC/AML Laws.
13.1.5. The Company has not been involved, will not be involved in, or attempt to be involved in modern slavery or human trafficking or agree or attempt to assist any person who is involved in modern slavery or human trafficking in any activity which would violate the UK Modern Slavery Act 2015 or any similar applicable law or regulation.
13.1.6. The Company has not received and shall not receive any convictions, findings, fines, warnings or penalties issued by any competent authority in relation to anti-bribery and corruption, anti-money laundering, modern slavery or the Sanctions.
13.1.7. If at any time the Company becomes associated with potential violations of anti-bribery and corruption, anti-money laundering, modern slavery or the Sanctions regulations, the Company shall promptly, but not later than within 5 (five) calendar days, notify AeroClass thereof in order to allow AeroClass to examine the situation and assess risks, whereupon AeroClass shall be entitled to terminate this Agreement pursuant to Clause 13.6.
13.1.8. The Company shall at its own expense, comply with all laws, ordinances, rules and regulations (including but not limited to the 10 principles of UN Global Compact and 4 fundamental principles of International Labour Organisation (ILO) and other pertaining to health, sanitation, fair trade, consumer protection or prevention of harm or damage to the natural or social environment in respect of the assets, business and operations of the Company), obtain all licenses, approvals and permits required by, and pay all taxes, fees, charges, and assessments imposed or enacted by, any governmental authority and the Company shall not take any action which will cause AeroClass to be in violation of any law, regulation or ethical standard of any applicable jurisdiction.
13.1.9. The Company maintains at all times adequate systems, controls and procedures to ensure that it and its directors, officers, agents, employees, contract workers, subsidiaries, subcontractors or suppliers and any other persons associated with it comply with the Sanctions and the ABC/AML Laws.
13.1.10. The Company shall promptly upon request of AeroClass supply such information and documentation as is requested by AeroClass in order for AeroClass to carry out the verification of the Company and decide on the on-boarding of the Company pursuant to the internal procedure applied by AeroClass to verify the identity of its counterparties, any Persons involved in the execution and/or performance of this Agreement, their key personnel and ultimate beneficial owners, risk assessment and on-boarding (the KYC Procedure);
13.1.11. Information and documentation conveyed by the Company during the KYC Procedure is true, accurate, complete and not misleading in any way and was provided without omission of any material information and the Company shall promptly, but not later than within 5 (five) calendar days, notify AeroClass of any changes to any information and documentation during the KYC Procedure or if it subsequently discovers anything which renders any such information untrue, inaccurate or misleading in any material respect, whereupon Company shall repeatedly undergo the KYC Procedure.
13.2. The representations and warranties made by the Company in Clause 13.1 are continuing and shall be true at the time of execution of this Agreement as well as at all times during validity of this Agreement. In case of any disagreements as to the Company’s compliance with provisions of Clause 13.1, the Company at its own expense shall cause to be furnished to AeroClass a legal opinion of a reputable law firm satisfactory to AeroClass, clarifying the status of the foregoing.
13.3. The Company shall indemnify and hold AeroClass harmless against any losses, damages, fees, costs and expenses (including but not limited to any legal costs) incurred by AeroClass as well as any monetary sanctions arising out of or in connection to incorrectness, inaccuracies in any the Company representations or warranties set out in, or any failure of the Company to comply with any provisions of Clause 13.1 (each, the Compliance Breach).
13.4. Upon occurrence of any Compliance Breach, the Company shall be deemed as having committed a material breach of this Agreement, whereupon AeroClass shall be entitled, by giving a written notice to the Company with immediate effect, to:
13.4.1. unilaterally suspend performance of the AeroClass’ obligations under this Agreement until the Compliance Breach is remedied to the full satisfaction of AeroClass;
13.4.2. declare all sums owing to AeroClass under this Agreement immediately due and payable;
13.4.3. demand that the Company reimburses, and the Company shall promptly but no later than within 5 (five) calendar days upon AeroClass’ notice reimburse, any losses, damages, fees, costs and expenses (including but not limited to any legal costs) suffered or incurred by AeroClass as a result of or in connection with any Compliance Breach; and/or
13.4.4. unilaterally terminate this Agreement on an out of court basis.
13.5. The rights and remedies of AeroClass set out in Clause 13.4 may be exercised concurrently or in any order and are not exclusive of any other rights or remedies available to AeroClass by agreement, law or otherwise nor shall give rise to any AeroClass’ liability in connection with their exercise.
13.6. Without prejudice to the Clause 13.4, AeroClass shall be entitled, by giving a written notice to the Company effective immediately, to unilaterally terminate this Agreement on an out of court basis if at any time AeroClass becomes aware of any relationship of the Company with the Sanctioned Person or any association of the Company in potential anti-bribery and corruption, anti-money laundering, modern slavery regulations violations, which at AeroClass’ sole discretion entail an undue financial, reputational, operational, strategic or regulatory risk to AeroClass, whereupon all sums owing to AeroClass under this Agreement shall become immediately due and payable.
13.7. With regard to the Compliance Breach which is a breach of Clause 13.1.8, AeroClass shall be entitled to terminate this Agreement only if it has not been remedied by the date falling 60 (sixty) calendar days from such breach being notified by AeroClass.
14. NOTICES
14.1. Any communication to be made under or in connection with this Agreement or any notice or demand hereunder shall be delivered by either Party through any of its authorized representatives and may be made by leaving the same or sending it through email, the registered mail, or by courier, or by hand addressed to the other Party at the address specified in the respective Order or the address last known to the other Party.
14.2. A notice and any other communications are deemed to be properly delivered:
14.2.1. on the same day when delivered in person;
14.2.2. on the date of actual receipt, when being sent by the registered mail/courier;
14.2.3. on the next business day after such notice or communication is being e-mailed.
15. GOVERNING LAW
15.1. This Agreement and relations between the Parties arising hereof shall be governed by and construed in accordance with the laws of the Republic of Lithuania, including the issues of execution, validity, invalidity and termination hereof.
16. DISPUTE RESOLUTION
16.1. All disputes, controversies or claims which may arise between the Company and AeroClass out of or in relation to this Agreement or any Order thereof, including termination or breach thereof, shall be resolved amicably by the Company and AeroClass through mutual amicable negotiations. If such dispute, controversy or claim cannot be so settled within 30 (thirty) calendar days after written notice by any Party to the other, the matter shall be resolved by the competent courts of the Republic of Lithuania.
17. MISCELLANEOUS
17.1. Neither Party shall assign or transfer its rights and/or obligations under this Agreement without the prior written explicit consent of the other Party.
17.2. The Parties agree and undertake to cooperate with each other in good faiths for the purpose of proper implementation of this Agreement.
17.3. If a single provision of this Agreement is or becomes invalid, illegal or unenforceable as a whole or in part, the validity of the remaining provisions shall not be affected, except for instances when the Parties would not have entered into the Agreement without such provision. The Parties shall replace such invalid, illegal or unenforceable provision with a new provision that comes as close as possible to the original intent of this Agreement and as close as possible to the intended commercial effects.
17.4. This Agreement including any Order and any other annexes (if any) constitute the entire and only agreement of the Parties for the subject matter hereof and effectively supersedes and cancels all of their previous, contemporaneous and/or existing agreements for the same subject matter (if any).
17.5. No amendment or modification of any of the provisions hereof shall be binding upon the Parties unless made in writing and signed by their duly authorized representatives.
17.6. With regard to existing agreements relating to Orders already made, the Agreement can only be changed or modified by means of a written agreement, duly signed by the Parties. Regarding agreements relating to new Orders, AeroClass reserves the right at any time to modify this version of Agreement. Modified versions come into force as soon as they are posted on AeroClass website.
17.7. In case of any discrepancies between the provisions of this Agreement and respective Order, the provisions of that respective Order shall prevail and shall be applied.
17.8. Those provisions that by their nature are intended to survive termination or expiration of this Agreement, including the relevant provisions in Sections, 7 (“Intellectual Property”) 10 (“Confidentiality”), 11 (“Liability”), 15 (“Governing Law”) and 16 (“Dispute Resolution”) hereof, shall survive the expiration or termination of this Agreement.
17.9. This Agreement is concluded in English language. The Agreement shall be deemed properly concluded when both Parties sign the respective Order form.
The Parties confirm that the content of the Agreement is clear, fair and consistent with the will of the Parties and is free from unexpected (surprising) conditions and shall not be construed in favour or disadvantage of one of the Parties, as well as that the Parties entered into this Agreement on the Signature Date.