Last updated: January 30, 2024
THIS TRAINING AGREEMENT (“Agreement”) is executed by and between:
NUCLEUSED, INC., a corporation duly organized and existing under the laws of DELAWARE, with principal place of business at 254 CHAPMAN RD, STE 208 #14130 NEWARK, DE 19702 , USA (hereinafter referred to as the “Company”);
AND
Client refers to the individual, signing the below Agreement (hereinafter referred to as “Client”), which expression shall, unless repugnant to the context or meaning thereof, include its successors, executors, administrators, legal representatives, permitted assigns and nominees);
The Company and the Client shall hereinafter be referred to individually as a “Party” and collectively as “Parties”.
WHEREAS:
A. The Company is an EDUCATIONAL startup providing online education in the fields of
‒ Blender 3D Modelling
‒ Mobile Video Editing
‒ Web design
‒ Sound design
‒ AI-Literacy
B. The Company is desirous of providing training (“Training”) to the interested clients.
C. The Company shall provide the Training to the interested clients on such terms and conditions as set out in this Agreement.
D. In reliance of the mutual covenants and agreements, the Company and the Client are desirous of regulating their relationship in accordance with and subject to the terms hereof and in the manner set forth herein.
NOW, THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
Unless the context otherwise requires or unless otherwise defined or provided for herein, the capitalized terms used in this Agreement shall have the following meanings:
1.1.1 “Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, by-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any governmental entity or authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter;
1.1.2 “Fee” shall have the meaning ascribed to it in Clause 5.1 of this Agreement;
1.1.3 “Third Party” shall mean any person who is not a party to this Agreement;
1.1.4 “Training” shall have the meaning ascribed to it in Recital B of this Agreement;
1.2 Interpretation: In this Agreement, unless the context otherwise requires:
1.2.1 A reference to any document is a reference to that document as varied, novated or replaced from time to time;
1.2.2 The singular includes the plural and conversely;
1.2.3 A reference to a gender includes all other genders;
1.2.4 A reference to a person or entity includes a natural person, a partnership, corporation, trust, association, an unincorporated body, and authority in the interpretation of this Agreement.
1.2.5 Where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
1.2.6 A reference to a Clause or annexes is to a Clause of or annexes to the Agreement;
1.2.7 A reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, except to the extent prohibited by this or that other agreement or document;
1.2.8 A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under;
1.2.9 A reference to conduct includes any omission and any statement or undertaking, whether or not in writing;
1.2.10 Mentioning anything after include, includes or including does not limit what else might be included;
1.2.11 The headings and titles in the Agreement are indicative and shall not be deemed part of the Agreement or taken into consideration in the construction of the Agreement; and
1.2.12 Terms defined elsewhere other than in Clause 1.2 shall have the same meanings ascribed to them when used in capital anywhere in the Agreement, unless otherwise specified.
2. SCOPE OF TRAINING
2.1 The Company shall provide online training to the Client in the subject of
‒ Blender 3D Modelling
‒ Mobile Video Editing
‒ Web design
‒ Sound design
‒ AI-Literacy
3. TERM
3.1 This Training shall occur for a period for not more than 12 months.
4. FEE
4.1 The fee for enrolling in the Training is determined by the company as might be from time to time in invoice raised to the name of the Client (“Fee”), which may be subject to an additional discount at the absolute discretion of the Company.
4.2 The Fee for the Training can either be paid in full, or it can be paid in three (3), six (6), nine (9) or twelve (12) equated monthly installments. In case of the latter option, the installment provider may add interest rates depending on the installment plan agreed upon between the Client and the provider.
4.3 The Client shall not be eligible for the Training / Qualifying Job Offer / Money Back Guarantee provided he / she has not made the complete payment of the Fee. In the event of the Client opting for an Installment option, any delay or failure to pay even a single installment, will result in the termination of the Client Training / Qualifying Job Offer / Money Back Guarantee.
5. REFUND OF FEE
5.1 The Company shall not be liable to return the Fee to the Client if any of the terms of this Agreement, in particular, Clauses 6.1 and 6.2 are not complied with.
5.2 Further, the Company shall not return the Fee to the Client in the following circumstances:
5.2.1 The Client has not successfully been able to complete the Training;
5.2.2 The Client has not made a good faith effort to secure a Qualifying Job Offer; or
5.2.3 The Client intentionally sabotages the Qualifying Job Offer.
5.2.4 The Client who gets rejected by the Client’s prior conduct, misbehavior or discriminatory records.
5.2.5 The Client is seeking the money back guarantee due to fraudulent reasons.
5.3 If the Client believes that he / she is eligible for the Money Back Guarantee, then he / she must email info@refocus.me. The email must set forth the following:
5.3.1 The Client’s full name and contact information (address, phone number, email address);
5.3.2 Certifying that the Client has successfully completed the Training; met all job search requirements (and any other applicable requirements) and satisfied all of the terms and conditions set forth in this Agreement;
5.3.3 Certifying that as per Clause 6.1.2 the Client was unable to obtain a Qualifying Job Offer within six (6) months from date when Client has successfully finished the Company’s Training; and
5.3.4 Therefore the Client is entitled to a full refund of Fee, as applicable, pursuant to the terms and conditions in this Agreement.
5.4 The Company shall review the refund of Fee request and may seek further information or verification relating to the Client, which the Client must provide within 5 days from the Company’s request. If the Company believes that the Client’s request is genuine and that the Client has complied with all the criteria mentioned in Clauses 6.1 and 6.2 of this Agreement, the Company shall within a refund the complete Fee to the Client within the agreed between the Parties deadline.
6. INDEMNITY
6.1 The Client shall indemnify and keep fully indemnified the Company and its associates / agents / sub-agents / employees / directors / representatives at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Company and/or its associate(s) / agent(s) / sub-agent(s) / employee(s) / director(s) / representative(s) arising from any breach of this Agreement by the Client or arising from a breach of any other contract(s) between the Parties and from the actions or omissions of the Client or of any associate(s) / agent(s) / sub-agent(s) / employee(s) / director(s) / representative(s) of the Client in violation of any Applicable Law or custom or trade practice.
6.2 This clause shall survive termination of this Agreement.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the Parties hereto and revokes and supersedes all previous discussions / correspondence and deeds /agreements, memorandum of understanding between the Parties hereto, if any, concerning the matters covered herein whether written, oral or implied;
8. RECITALS PART OF AGREEMENT
The foregoing recitals are treated as forming an integral part of the operative portion of this Agreement, and this Agreement shall be read, understood and construed accordingly.
9. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
10. WAIVER
No failure or delay on the part of either Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or future exercise thereof or exercise of any other right. The remedies herein are cumulative and not exclusive of any remedies provided by law.
11. ASSIGNMENT
The Client shall not be entitled to assign any of its rights and obligations in this Agreement to any Third Party. However, the Company may assign all or part of its rights and obligations to one or more of its affiliates or any successor in interest.
12. CONFIDENTIALITY
12.1. The Parties acknowledge the confidential and proprietary information in accordance with the Agreement, and may share such Confidential Information with each other.
13. GOVERNING LAW AND JURISDICTION
13.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Delaware. In any judicial action which one party may bring against the other party under this Agreement.