§1 INTRODUCTION AND DEFINITIONS

1.1 Whenever the following terms are capitalized in these Terms and Conditions, they shall have the meanings set forth below.

§2 GENERAL PROVISIONS

2.1. The Service Provider shall provide Services through the Site, which are designed to enable the Customer to create, design, publish, make available and/or sell educational courses, as well as other products or services of the Customer to Users.
2.2. The Terms and Conditions are the rules and regulations referred to in Article 8 of the Act of July 18, 2002 on the provision of electronic services and define the terms and conditions for the provision of electronic services through the Site and the System.
2.3. These Terms and Conditions are made available free of charge on the Website, at: my.learningspace.app in a form that allows free recording, storage and reproduction by the User using the Website.
2.4. The use of the Service and the System is possible provided that the ICT system used meets the minimum technical requirements specified in Appendix No. 1 to the Terms and Conditions. A change in the content of Appendix No. 1 to the Agreement does not constitute an amendment to these Terms and Conditions and will be communicated to the Customer by e-mail.
2.5. The Customer’s use of the Services may only take place directly in connection with its business activity, in the case where it is of a professional nature for the Customer, arising in particular from the subject of the Customer’s business activity. The above is tantamount to the fact that the Customer who has concluded the Agreement is not entitled to withdraw from the Agreement concluded remotely within the meaning of the Act of May 30, 2014 on consumer rights, as well as other rights of a consumer nature.
2.6. Within the System, the Service Provider provides Services that can only be used by the Customer, as well as by the Users designated by the Customer, i.e. Services that can be used by the Customer free of charge or for a fee subject to the creation of an Account, and subject to Clause 2.5. Users can use the System only as a result of being added by the Customer using the relevant functionality of the Account or by purchasing access to the course by the User.
2.7. It is forbidden for any person using the Site or the System to provide unlawful content.
2.8. The Service Provider, as part of the Remuneration, and in the case of free Services, gratuitously grants to the Client, limited to the subject matter of this Agreement, a non-exclusive license to use the System for use in the Client’s educational and training business (hereinafter the „License„). The License is time-limited in duration for the term of the Agreement and expires upon termination of the Agreement for any reason.
2.9. The license is granted for the use of the System in the performance of the Agreement, i.e., in particular, by allowing Users to use the System and the Service, as well as creating and offering educational courses using the System and the Service. In the event that the Exploitation Fields specified above are insufficient for the purposes of performance of this Agreement, the Parties agree to annex the Agreement to expand the Exploitation Fields. The expansion of the Exploitation Fields will not be accompanied by any additional compensation.
2.10. The parties agree that the Service Provider under this Agreement does not transfer to the Client any property rights including, in particular, intellectual property rights to the Site, remaining solely the authorized holder of all rights (including, in particular, author’s economic rights) to the Site or any parts thereof.
2.11. These Terms and Conditions do not specify the principles of cooperation in the Revshare model. Any cooperation of the Service Provider in the Revshare model shall be conducted on the basis of the relevant terms and conditions governing the principles of such cooperation.

§3 ACCOUNT

3.1. In order to use the Services, as well as to place an Order, the Customer may register on the Site.
3.2. In order to register with the Service, it is necessary that the Customer:
3.2.1. accepted the Terms and Conditions (agreed to comply with the provisions of the Terms and Conditions);
3.2.2. has familiarized himself with the contents of the Privacy Policy
3.2.3. completed the form available on the Site, providing his/her data, including the e-mail address through which the Service Provider may contact the Client, and confirmed his/her identity.
3.3. In order to finalize the registration process and create an Account, it is necessary to go through all the steps indicated in paragraph 3.2. After successfully passing the indicated steps, the Customer’s Account will be created.
3.4. If the Customer is a legal entity or an organizational unit without legal personality, an Account for such an entity may be established only by persons duly authorized to represent such Customer.
3.5. Registration of an Account is free of charge.
3.6. After registration, each time you log in using the data you provided during registration.
3.7. After registration, the Customer gains access to his Account, within which he should complete the data of the entity he represents, in addition, he can place and view his Orders, manage information, add Users, and modify the Services used within the System, as well as create and sell courses and other educational programs in online form.
3.8. The Client may delete the Account by contacting the Service Provider via the email address: hello@learningspace.app Deleting the Account shall not affect the validity or e enforceability of the obligations incurred under the Agreement.

§4 SERVICES

4.1. Under the Agreement, the Service Provider agrees to provide the Customer with Services within the scope of the Order, in accordance with the Product Description.
4.2. Some of the expressly indicated Services are available to the Customer free of charge under the conditions expressly indicated in the Product Description. The remaining Services are specified at the Fees indicated in the Price List.
4.3. During the process of submit the Order on the Website, the Customer is provided with information on available payment methods and is required to select one of these methods before placing the Order.
4.4. In order to place an Order, it is necessary that the Customer:
4.4.1. accepted the Terms and Conditions (agreed to comply with the provisions of the Terms and Conditions);
4.4.2. has familiarized himself with the contents of the Privacy Policy;
4.4.3. provided complete and true data on the entity on behalf of which he submits the Order, in particular, the full name of the company, address and registered office, Tax ID and REGON number (if applicable);
4.4.4. selected the number of Users covered by the Order(including the potential number of educational courses assigned to them) based on the Price List and Product Description;
4.4.5. made payment or (if applicable) selected a form of payment that does not explicitly require prepayment. If you fail to provide the data referred to in 4.4.3 or provide incomplete or false data, the Service Provider has the right to suspend the execution of the Order until the correct information is received.
4.5. The customer is fully responsible for any delays in the processing of the Order resulting from failure to provide accurate data.
4.6. The Service Provider reserves the right to verify the data provided by the Client, and in case of any irregularities, to refuse to process the Order.
4.7. Any content available on the Site, including the Price List, Product Description, functional descriptions of the Services and Key Features, does not constitute an offer within the meaning of the Civil Code. Any such information available on the Site should be understood as an invitation to make offers.
4.8. The Service Provider, upon receipt of the Order and confirmation of payment, confirms acceptance of the Order, accepts it and proceeds with its execution. The Service Provider reserves the right to accept and accept the Order without payment in case the Customer chooses a form of payment that does not require prepayment. Regardless of the form of payment, it may take up to 2 working days to process the Order. Any change in the number of Users takes place according to the rules analogous to those indicated in this section 4, with the increase in the number of Users taking place based on the Price List in effect at the time of the change in the number of Users.
4.9. Before placing an Order, the Customer is required to read the description of the individual Services provided through the System, including the Product Description and Key Features.
4.10. If the Customer is a legal entity or an organizational unit without legal personality, Orders must be placed by persons with proper authorization to represent the Customer.
4.11. The Service Provider reserves the right to change, modify, update, or delete individual functionalities within the System, provided that the changes will not make it impossible to use the Key Functionalities. In the event that, as a result of changes, it becomes impossible to use the Key Functionalities provided to the Customer, the Service Provider agrees to precede the inability to use the Key Functionalities with a notification made at least one week in advance by email, and the Customer in such a situation shall be entitled to terminate the Agreement as described in Section 14.3 below. For the avoidance of doubt, a situation in which the Key Features are available on the System only within the mobile or web application will be considered a situation in which the use of the Key Features is possible and will not be grounds for termination of the Agreement.
4.12. The Customer shall grant access to the System to the Users through the Customer’s Account, provided that the Users have properly gone through the process of registration in the Service, including acceptance of the applicable regulations defining the use of the Service by the Users. The Customer is entitled to independently determine the number of Users using the System in accordance with Clause 4.4., whereby one User may be assigned to no more than 5 courses, and otherwise, for billing purposes, is treated as two and more Users respectively. Within the scope of the Order, the Customer may add and remove Users without limit. In the event of an increase in the number of Users, which will modify the number of Users specified in the Order, such change shall be effective as of the date of its proper execution in accordance with Section 4.4. In the event of an effective increase in the number of Users, the change in the Subscription Fee shall be determined in proportion to the length of the period following the change, and shall be paid: in the case of payment by payment card – at the time of the change; in the case of payment by bank transfer – within the period specified in the Terms
4.13. In the event of a reduction in the number of Users, the rate change is effective from the start of the new Contract Period. The possibility of refunding the Fee, or part of it, to the Customer for the reason indicated in this section is excluded, unless the Parties expressly agree otherwise.

§5 THE CUSTOMER’S USE OF THE SYSTEM. CUSTOMER RESPONSIBILITIES

5.1. The Customer is authorized to use the Services in accordance with the Terms and solely for the purpose of creating, uploading Materials authored by the Customer (or materials for which the Customer has the relevant rights or licenses) and offering and providing access to them to Users.
5.2. The Client is obliged to present in the System up-to-date information including at least name and surname, company name and Tax Identification Number, as well as billing address, (in the case of Clients running a sole proprietorship) and address, telephone and e-mail address. If the data provided in the registration form changes, the Client is obliged to notify the Service Provider immediately, and make the appropriate change within the Account.
5.3. The Customer is obliged to enter into the System within his/her Account only Materials of his/her own authorship or to which he/she has the necessary rights, including, in particular, economic copyrights.
5.4. The Client is authorized to use the Account using the tools provided by the Service Provider, including recommendations and content provided by the Service Provider. It is up to the Client to choose the presentation of the course and other graphic elements provided by the Service Provider in accordance with the Client’s preferences, as well as the final decision on their use.
5.5. Customer may use the Account to offer Users to sell an educational course for their own account, completely independent of the Service Provider, provided that the requirements set forth in these Terms and Conditions are met.
5.6. In the event that the Customer intends to offer the sale of educational courses to Users using the Account, the Customer shall be entitled to set up and plug into his Account the payment method necessary for billing to Users. In this case, the Client is obliged to conclude an agreement with the provider of the selected payment method on his own. The Service Provider allows free of charge the possibility of integrating the Account with selected third-party payment intermediary service providers, such as Stripe or PayU, provided that the Client concludes an appropriate agreement with the indicated providers. If another provider is selected, the Client will notify the Service Provider and request the Service Provider to estimate the cost of integrating the System with the third-party tool. Unless the Parties agree otherwise, the cost of integration will be borne by the Client. The Service Provider will not participate in settlements between the Client and the provider of the selected payment method and is not responsible for the obligations of the provider of the selected payment method.
5.7. In order to upload the Material, in particular with regard to audiovisual files on the Account, the Client is obliged to upload this material by linking to the provided Material or uploading the Material to the cloud space provided by the Service Provider.
5.8. The number of Materials uploaded to the System, the size of uploaded files (including audiovisual files), and the amount of space in the cloud space may be limited by the Service Provider. Details of the limitations are available in the Price List or Product Description.
5.9. The Customer is responsible for the introduction and maintenance of the commercial offer presented in the System, for the content of the commercial information and for fulfilling legal obligations in this respect, in particular information obligations towards the Users. It is forbidden to present and advertise commercial information and content concerning products or services prohibited by law, including those infringing copyrights and personal rights of third parties.
5.10. In the case referred to in Section 5.5 of the Terms and Conditions, in which the Customer intends to offer Users to purchase its services or products using the System, it is necessary for the Customer to meet the following conditions:
5.10.1. Offered services or products, shall be offered to Users on the basis of the rules and regulations for the provision of the Customer’s services using the System, made available by the Customer to Users in the place designated for this purpose in the System, prior to the conclusion of the contract, and the Customer shall ensure the compliance of such rules and regulations with the applicable law, and shall fulfill the obligations undertaken in accordance with the indicated rules and regulations;
5.10.2. The Customer will determine the processing of Users’ data by providing a privacy policy that complies with applicable law, in particular the GDPR, and posting it in the place designated for this purpose on the System;
5.10.3. The Customer shall provide Users with the means to make payments by entering into an appropriate agreement with a reputable payment intermediary service provider and placing a link in the place designated for this purpose in the System.
5.11. The regulations referred to in Section 5.10.1 of the Terms and Conditions shall include:
5.11.1. all information to the extent required by applicable law at the time it is placed in the System and will be updated by the Customer as necessary;
5.11.2. release of the Service Provider from any liability for the products or services provided by the Customer, in particular, in terms of the delivery of the educational course, the quality of the Materials, the method of teaching;
5.11.3. unambiguous information that the purchased course will be available for the explicit period indicated in the terms and conditions;
5.11.4. unambiguous information on price, payment, information on whether the product or service is available on a one-time or recurring payment formula;
5.11.5. unambiguous information about the possibility of complaints about products or services under the System and the handling of such complaints, without any additional payments or obligations to the Customer.
5.12. In the event that Customer does not intend to offer Users to purchase its services or products using the System, it is necessary for Customer to comply with the conditions indicated in Clause 5.10. in a manner independent of the Service Provider and outside the System, at the latest at the time of sale of its services or products, and if required by applicable law, it will also comply with the relevant obligations set forth in Clause 5.10. of the Terms.
5.13. The Customer acknowledges and warrants that any contracts it enters into with Users through the System shall be solely between the User and the Customer directly. The Customer is the sole party to the contract for the sale of courses and other offers it sells through the System. The Customer is solely responsible for the creation, configuration and operation of its Account, Materials, courses and other offers it may sell through the System, as well as for all aspects of transactions between the User and the Customer. This includes, but is not limited to: authorizing debits to Customer’s account in connection with purchases, refunds, product returns, fulfillment of sales or customer service, ensuring regulatory compliance, issuance of invoices or other evidence of sales, proceedings relating to alleged or actual violations of applicable laws (including, but not limited to, consumer protection laws in any jurisdiction in which you offer products or services for sale) or violations of these Terms.
5.14. Customer represents and warrants that its Account and any products or services it sells through the System will be true, accurate and complete and will not violate any applicable laws, regulations or third party rights. With exception of the situations explicitly indicated in the Terms and Conditions, the Service Provider shall not be held liable for any products, services or offers made available to the Users by the Customer through the System.
5.15. In the event that the Client decides to use the functionalities of the System consisting in the implementation of recommendations in the manner of presentation of the course, as well as its layout and teaching methods, by recording, reproducing and sharing the Materials in information and data communications networks, including the Internet, the Client thereby grants the Service Provider a non-exclusive, royalty-free, territorially unlimited right to use the Materials within the framework of the recommendation system. The Service Provider shall also have the right to develop the Materials in the above scope and use them for the purposes indicated in the preceding sentence of this paragraph. Materials may be used by the Service Provider after they have been anonymized. The entitlement is granted by the Client for a period of five years, and after the expiration of this period, it transforms into an entitlement for an indefinite period. The Client undertakes to the Service Provider not to exercise personal copyrights in the Materials, in particular to mark the Materials with his name or pseudonym.
5.16. Permission is granted to use the Materials in the performance of this Agreement, i.e., by analyzing and processing them so as to prepare recommendations on the course structure and other aspects of the course in question
5.17. In the event that the Exploitation Fields indicated in the paragraph above are found to be insufficient for the performance of this Agreement, the Parties agree to amend the Agreement to expand the Exploitation Fields . The expansion of the Exploitation Fields will not be accompanied by any additional compensation.

§6 REPRESENTATIONS AND WARRANTIES

6.1. The Service Provider hereby declares that:
6.1.1. has full rights, including, in particular, intellectual property rights enabling the Service Provider to provide the Services to the Customer;
6.1.2. at all times during the term of the Agreement, the Service Provider shall hold all licenses, permits and approvals necessary to provide the Services.
6.2. The parties represent and warrant that:
6.2.1. have the right, authority and capacity to enter into the Agreement and to comply with all terms and conditions of this Agreement;
6.2.2. are legal entities that have been validly established and exist under the laws of their jurisdiction (if applicable);
6.2.3. their representatives entering into the Agreement are duly authorized to represent them (if applicable).
6.3. The Customer warrants that neither it nor any User added by it will use or attempt to use the Services illegally or with the purpose of damaging or causing danger to the Service Provider’s business, reputation, employees or other customers.
6.4. Customer hereby represents and warrants that:
6.4.1. shall ensure and maintain the accuracy and timeliness of all information relating to its Account;
6.4.2. shall not, through the System, send or post, nor present or advertise any commercial information or content concerning products or services prohibited by law, in particular content of pornographic nature, content constituting prohibited by law advertising: alcohol, nicotine products or gambling;
6.4.3. shall not use the System for any purpose that is inconsistent with applicable laws, in particular, to organize gambling games, including poker;
6.4.4. shall not use the System for telemarketing or call center purposes, unless otherwise agreed by the parties in a separate written agreement;
6.4.5. submitting or posting Materials presents his/her own views and opinions within the System, taking full responsibility for the Materials;
6.4.6. has all necessary licenses, rights, consents and permissions required to operate the Services and grants the authority to use the Customer’s uploaded content as provided in these Terms;
6.4.7. Customer’s uploaded content will not infringe or misuse any intellectual property rights, in particular property or personal copyrights of third parties;
6.4.8. has the required qualifications, credentials, and experience, including education, training, knowledge, and skills that are necessary to provide training or products or services offered by it through the System;
6.4.9. products or services provided through the System will comply with industry standards and general standards for instructional products or services, ensuring the high quality of the products or services provided.

§7 FEES

7.1. Fees, as well as any prices indicated in the Price List:
7.1.1. are given in Polish zlotys or in euros, whereby this is clearly and unambiguously indicated in the Price List or the Order, and do not include the value-added tax (VAT) (meaning they are net amounts);
7.1.2. are binding at the time the Customer places an Order (understood also as a change in the number of Users).
7.2. In the event the Services are provided as part of a paid package of Services in accordance with the Price List, Service Provider shall charge Customer for all Fees specified in the Order, and Customer shall pay all such Fees using the payment method selected from among those provided by Service Provider.
7.3. In the case of payment by credit card, the Fees specified in the Order are due at the time the Order is placed. In case of payment via traditional transfer, the Fees are due within 7 days after the Customer receives the invoice, unless otherwise specified in the Order.
7.4. The Service Provider, at its sole discretion and with or without notice, may suspend, limit or terminate the Services if the Client is in arrears in payment of the applicable Fees for more than 14 days.
7.5. In the event of a delay in payment on the part of the Client, the Service Provider has the right to charge statutory interest for late payment, starting from the day following the due date.
7.6. 7.6. The Parties hereby confirm that the provisions mandating the Client to withhold income tax do not apply to the payment of Fees. However, if the withholding tax provisions would apply to the payment of Fees, the Parties agree that they will treat the remuneration accepted in the Order as the remuneration to be received by the Service Provider after deduction of withholding tax.
7.7. The Customer agrees to receive invoices by e-mail at the e-mail address associated with the Customer Account.
7.8. 7.8. Changes to the Price List will be communicated to the Customer via the Account and the e-mail address provided during the Account creation. Any changes to the Fees in the Price List, regarding Customers who entered into the Agreement under the previous terms and conditions, will be effective as of the automatic renewal of the Agreement in accordance with Section 15.1 of the Agreement.
7.9. The Client is responsible for providing complete and accurate billing and contact information to the Service Provider, as well as for keeping such information up to date.

§8 WARRANTY DISCLAIMER AND UPDATES

8.1. The Services are provided „as is”. Except as otherwise set forth in these Terms or in the Order, Service Provider disclaims all warranties of any kind, including but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement, and that the System will meet Customer’s requirements, that the provision of Services through the System will be uninterrupted, timely, reliable and error-free, that the System will always provide accurate and reliable directions, information or results, or that any errors identified in the relevant software will be corrected.
8.2. The Service Provider, makes no warranty that the Services will be error-free or that access to the Services will be continuous or uninterrupted. Client understands and acknowledges that it uses the Services at its own discretion and risk. For the avoidance of doubt, Customer acknowledges and warrants that: (i) Customer’s use of the Service or System is at its own and sole risk and the Service or System is provided as available; and any information obtained by Customer through the System is used by Customer at its own discretion and risk. All other terms, conditions, obligations and warranties, express and implied, as well as statutory warranties with respect to the Services to the Customer (including, but not limited to, quality, workmanship, fitness or suitability for a particular purpose or freedom from infringement) are excluded to the extent permitted by applicable law.
8.3. Service Provider reserves the right to make changes and updates to the Services, the Site or the System. To the extent that the Services, Service or System, in whole or in part, are modified and changed during the term of the Agreement, Service Provider may, at its sole discretion, update, modify or improve the Services, Service or System, including the functionality and interfaces of any part of the Service, Service or System, in order to continue to provide the Service to Customer. If the above adjustments require the Customer to make changes to the Customer’s systems or their software, interfaces or operating procedures, the Service Provider will notify the Customer as soon as practicable before making such changes. Customer will be responsible for its own costs associated with taking the steps necessary to implement the changes. As a result of changes, individual functionalities of the System, the Service or the System may change, subject to Section 4.11 of the Terms and Conditions.
8.4. Unless otherwise agreed by the Parties in the Terms and Conditions, Agreement or Order or otherwise, with respect to the Services provided, the Parties exclude the warranty as defined in the Civil Code.
8.5. The Service Provider shall not be liable to the Client for any lost profits or any other special, preventive, anticipated or compensatory damages for indirect, incidental or consequential damages, including lost revenues, loss of opportunity or business interruption, whether such damages are foreseeable or whether they arise out of or are related to the Terms.
8.6. The Services provided by the Service Provider may include recommendations on how to prepare the Materials, or how to modify or adapt them, as well as how to conduct the course or study based on the developed methodology. The Client will be responsible for determining how such recommendations will be used. The Service Provider shall have no responsibility for the implementation of any recommendation provided under the Agreement, and shall not, with respect to any such recommendations, perform any managerial functions or make any decisions incidental to the Client’s decision in this regard.
8.7. The Service Provider does not monitor or control third-party products or services, makes no warranties or representations regarding their quality, content, policies or reliability, and is not responsible for any changes or updates to such products or services. The Service may redirect to third-party products or services, but their availability does not imply endorsement, authorization or affiliation with them by the Service Provider. Use of these products or services is at your own risk, and the Service Provider is not responsible for any consequences of their use. The Service Provider may restrict or disable access to third-party products or services at any time, without notice.
8.8. If Customer installs a third-party service for integration with the Service or the System, it is understood that (i) Customer has agreed to the terms and conditions of such third-party provider and is subject to such terms and conditions; and (ii) Customer grants Service Provider permission to allow the applicable third-party provider to access Customer Materials or other data and to take any actions required to enable the integration of the third-party service with our Service. If Customer does not agree to comply with the applicable terms and conditions for such third-party service, Customer should not install or use it with the Service. The Service Provider shall not be liable for any action, error, disclosure, modification or deletion of the Customer’s data or content resulting from the use of the external service, nor for any loss or damage resulting therefrom.

§9 AVAILABILITY OF SERVICES

9.1. The Service Provider is entitled to temporarily limit the availability of the Site or the System, related to the implementation of technical changes. A single interruption may not exceed 24 hours. The Service Provider will use its best efforts to ensure that technical interruptions take place during night hours and last as short as possible.
9.2. Support and technical assistance are provided by the Service Provider electronically via e-mail address: hello@learningspace.app, Monday through Friday (except for public holidays in the Republic of Poland), from 9:00 am to 5:00 pm.
9.3. The Service Provider shall, subject to the provisions of Section 9.5 below, reimburse the Service Recipient for the paid Service in the event of a complete and uninterrupted lack of access to the Site or System for a period of more than 3 days in an amount proportional to the time and scope during which the Service Recipient was unable to access the Site or System or functionality. Compensation shall not exceed the amount of the fee paid for a given Billing Period and shall not include lost benefits. The compensation will be paid upon the Client’s express and reasonable request submitted by e-mail to: hello@learningspace.app after it has been calculated by the Service Provider.
9.4. The Service Provider does not guarantee the level of availability of the Services. If there is a need for the Customer to provide a guaranteed level of availability of the Service or the System, the Parties may introduce provisions regarding the minimum level of availability of the Services in the Order.
9.5. The provisions of this Section 9 shall not apply in the event of unavailability, suspension or termination of the Services or any other performance issues with the Services caused by factors:
9.5.1. 9.5.1. beyond the control of the Service Provider, including the action of Force Majeure;
9.5.2. which result from any acts or omissions of the Customer;
9.5.3. that result from the Customer’s hardware, software or other technology;
9.5.4. resulting from the suspension and termination by the Service Provider of the Customer’s right to use the Services in accordance with this Agreement.

§10 LIMITATION OF LIABILITY

10.1. The Service Provider is not responsible for any errors, failures, or incompatibilities resulting from the activities of third parties (not affiliated with the Service Provider).
10.2. The Service Provider shall not be liable for non-performance or delay in performance of its obligations caused by Force Majeure.
10.3. The Service Provider’s liability to the Client for any reason and regardless of the form of action shall always be limited to the amount of Fees paid by the Client to the Service Provider for the Services during the last 12 months.

§11 SUSPENSION OF SERVICES

11.1. The Service Provider may, at its sole discretion, including immediately, suspend, limit, or terminate the Services in the event that the Client:
11.1.1. uses the Service or the System in a manner that constitutes an Unauthorized Use;
11.1.2. violates the provisions of the Terms and Conditions;
11.1.3. uses the Services in a manner that, in the Service Provider’s reasonable opinion, may cause damage or otherwise harm the Service Provider or other Clients.
11.2. Service Provider shall use commercially reasonable efforts to ensure that the suspension of the Services does not exceed the necessary scope and duration, and that the Services are restored promptly once the reason justifying the suspension ceases to exist.

§12 RESPONSIBILITY FOR USE OF THE SITE OR SYSTEM AND USERS

12.1. As part of the use of the Service or the System, the Customer agrees to:
12.1.1. provide its products or services in accordance with these Terms and Conditions and other policies set forth by the Service Provider and made available via email or through communication via the Account;
12.1.2. provide products or services in accordance with the laws of the place where it provides services;
12.1.3. Provide products or services with due care and skill and in accordance with generally accepted practices;
12.1.4. not to engage in activities that compete with the Services.
12.2. The Customer shall be liable for the Users’ use of the Services as for its own acts or omissions. Any acts or omissions on the part of the Users will be treated as acts or omissions of the Customer.
12.3. 12.3. The Customer of shall be fully responsible for the content of the data provided by him, as well as for any content sent to or any activities performed on the Customer’s Account by Users. Actions indicated above, will be attributed to the Customer.

§13 PERSONAL DATA

13.1. 13.1. The administrator of the Client’s data processed in connection with the use of the Site and the conclusion and performance of the Agreement, is the Service Provider.
13.2. The Service Provider shall process the Personal data of the Customer referred to in Section 13.1 above in accordance with the GDPR and other applicable laws, ensuring their security and confidentiality. The rules of processing of personal data by the Service Provider are indicated in the Privacy Policy.
13.3. To the extent that the Client uses the Services of the Service Provider, the Client entrusts the Service Provider with the personal data of individuals for processing under the terms and for the purpose set forth in Appendix No. 2 to the Terms, which is an integral part of the Terms. A change in the content of Appendix 2 does not constitute an amendment to these Terms and Conditions and will be communicated to the Client by email.

§14 CONFIDENTIALITY

14.1. Each Party (referred to as the „Receiving Party” for the purposes of this Section) agrees to the other Party that it will keep confidential and will not disclose or permit without the other Party’s prior written consent the use or disclosure to any third party of any Confidential Information of the other Party (referred to as the „Disclosing Party” for the purposes of this Section ) under this Agreement or otherwise in connection with this Agreement and the Services, except as described below:
14.1.1. Confidential information is (other than as a result of a breach of this Agreement) in the public domain;
14.1.2. Confidential Information is in the possession of the Receiving Party other than as a result of disclosure by the Disclosing Party;
14.1.3. such disclosure is required by law, in particular the public disclosure of information concerning the Agreement in connection with the Company’s or its affiliates’ compliance with the disclosure obligations of public companies, in particular under Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014. on Market Abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, or by any court of competent jurisdiction or any investigation or inquiry by any government, official or regulatory body that is lawfully authorized to require such disclosure, provided that to the extent that it is lawful and practicable to do so prior to such disclosure;
14.1.4. if required to disclose information under the paragraph above, the Receiving Party shall, if legally permitted, notify the Disclosing Party of the requirement to disclose such information in order to provide the Disclosing Party with opportunity to contest such disclosure or agree to the timing and content of such disclosure; or
14.1.5. the Confidential Information lawfully comes into the possession of the Receiving Party from a third party without any obligation of confidentiality being imposed on such third party.

§15 OBLIGATION

15.1. 15.1. Regardless of the payment period selected by the Customer in accordance with the Price List, the Contract is concluded for a Contract Period of one month, unless the Customer expressly indicated a different Contract Period in the Order. In such case, accordingly, the Contract shall be concluded for the duration of the selected Contract Period. In the absence of termination, the Contract shall be automatically renewed for subsequent Contract Periods of the same length.
15.2. 15.2. Either Party may terminate the Agreement at the end of the billing period. The termination is effective at the end of the current billing period if it is submitted no later than the end of the current billing period. If the termination is submitted later, it is effective at the end of the next billing period. Client may terminate the Contract by sending a notice to Service Provider at the email address: hello@learningspace.app Service Provider may terminate the Contract, using Client’s email address assigned by Client to the Account.
15.3. 15.3. In the event that the changes, modifications or deletions of individual functionalities within the System introduced by the Service Provider in accordance with clause 4.11 above lead to preventing the Client from using the Key Functionalities, the Client shall be entitled to terminate this Agreement without notice, provided that the Service Provider is requested to restore the Key Functionalities with a deadline of not less than 7 days set in for this purpose. In the event of termination of the Agreement without notice pursuant to this Section 15.3, Service Provider shall be obligated to refund to Client the Fees for the unused portion of the billing period. This entitlement to terminate the Agreement without notice shall expire within 14 days from the date of implementation of changes that prevent the Customer from using the Key Features that would be the basis for exercising this entitlement.
15.4. Upon termination of the Agreement by the Customer pursuant to Section 15.3 above, the Customer shall be entitled to a pro rata refund of the Fees already paid by the Customer under the Agreement. In any other case of termination of the Agreement, the Customer shall not be entitled to a refund of the Fees already paid by the Customer under the Agreement
15.5. In the case of Misuse by the Client, the User or any person or entity acting on behalf of the Client, the Service Provider will inform the Client of the Misuse and set a deadline for the Client to rectify the consequences of the Misuse, i.e. to bring the situation to the state that would have existed if the Misuse had never occurred (the set deadline will not be less than 7 days). After the expiration of the designated period and if the Misuse is not remedied, Service Provider will be entitled to terminate the Agreement immediately and without notice. Service Provider, at its sole discretion, may deviate from the procedure described above and terminate the Agreement without notice with immediate effect if the Misuse cannot be remedied or if the continuation of the Agreement due to the Misuse would entail negative legal consequences for Service Provider.
15.6. Unless otherwise specified in these Terms and Conditions, in the event of termination of the Agreement:
15.6.1. The Service Provider will cease to provide the Services;
15.6.2. 15.6.2. any outstanding Fees payable by the Client to the Service Provider shall become immediately due and payable, and any collection costs incurred shall be included in the amount due.
15.7. 15.7. Upon termination of the Agreement, each Party shall, without undue delay, destroy all Confidential Information of the other Party, with the Client’s Confidential Information being deleted in the time necessary to perform the technical activities comprising the deletion of the Account, as well as the data associated with the Account, including the backups maintained.
15.8. 15.8. All provisions of the Agreement that by their nature should apply after the termination of the Agreement will apply after the termination of the Agreement, including, without limitation, Fees and payments, effects of termination, warranty disclaimers, indemnities and limitations of liability.

§16 FINAL PROVISIONS

16.1. No delay or omission by either Party in exercising any right or entitlement arising from any failure or default by the other Party with respect to the Agreement shall be construed as a waiver of such right or entitlement.
16.2. Upon placing the Order, Client grants Service Provider a royalty-free, non-exclusive, non-transferable, territorially unlimited and valid for the duration of the Service, license to use Client’s logo and company name in the Service Provider’s information and marketing materials, in particular, within the Service Provider’s running social media and within the Service. The granting of the license referred to in the preceding sentence is free of charge. The license authorizes the Service Provider to use the Client’s logo and company name and reproduce it by any technique in information and advertising materials.
16.3. In order to continuously improve the Services for the benefit of its customers, the Service Provider may (but is not obligated to) monitor the Customer’s use of the Services, the performance of the Services and the activity of Users. Any data collected in this manner will not be used for purposes other than analysis and improvement of the Services. For the avoidance of doubt, the Service Provider will not monitor or otherwise process personal data as part of its monitoring activities.
16.4. Complaints regarding the provision of services by electronic means may be submitted by e-mail to: hello@learningspace.app or by registered mail to the Service Provider’s address. In order to file a complaint, it is necessary to provide the following data: name of the Client, address, data allowing identification of the sale (login, order number, date of transaction), subject and reason for the complaint, contact information.
16.5. In the event that any provision or part of this Agreement is deemed invalid or unenforceable for any reason by a court of competent jurisdiction, such provision or part of the Agreement will be considered separate and independent from the rest of these Terms and Conditions, which will remain in full force and effect.
16.6. The agreement is governed by Polish law and will be interpreted in accordance with it.
16.7. The Parties agree to attempt to resolve any disputes and claims arising out of or related to the Agreement through mediation, which shall be conducted in accordance with procedures agreed upon by the Parties. The Parties further agree that their participation in mediation in good faith is a condition precedent to the application of any other available legal remedies, including litigation, arbitration or other dispute resolution methods.

Attachments:

Appendix No. 1 to the Terms and Conditions – Minimum conditions for use of the System

Appendix No. 2 to the Terms and Conditions – Principles of entrustment of personal data

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APPENDIX 1 TO THE TERMS AND CONDITIONS
MINIMUM CONDITIONS FOR USE OF THE SERVICE AND SYSTEM

MINIMUM CONDITIONS FOR USING THE SYSTEM

The Service Provider specifies the minimum and recommended technical conditions required to use the System in accordance with the table indicated below. Whenever this Appendix refers to the definitions indicated within the Learning Space General Terms and Conditions, they shall be understood in accordance with the corresponding definition.

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APPENDIX 2 TO THE TERMS AND CONDITIONS
PERSONAL DATA ENTRUSTMENT AGREEMENT

§1 GENERAL PROVISIONS

1.1. Whenever the following terms are capitalized in this Entrustment Agreement, they shall have the meanings set forth below.

Whenever the Entrustment Agreement refers to terms defined in the Terms and Conditions, they shall be understood as defined in the Terms and Conditions.
1.1 Unless the provisions of this Entrustment Agreement directly or indirectly provide otherwise, definitions that refer to a term in the plural shall also refer to that term in the singular and vice versa.
1.2 In the event of any conflict, inconsistency or discrepancy between the Entrustment Agreement and the Terms and Conditions, the provisions contained in the Entrustment Agreement shall prevail.

§2 ENTRUSTMENT OF PERSONAL DATA

2.1. The Administrator entrusts the Processor with the Personal Data indicated in Appendix 1 to the Entrustment Agreement, for processing under the terms and for the purpose specified in the Entrustment Agreement. The purpose and scope of entrusting the processing of Personal Data shall be limited to the tasks and activities necessary for the performance of the Agreement.
2.2. The processing of personal data will be carried out in accordance with the principles set forth in the Agreement and the GDPR.
2.3. The Processor undertakes to process personal data only upon the documented instruction of the Administrator, unless such obligation is imposed by applicable national or EU law. In such case, prior to commencement of processing, the Processor, shall inform the Administrator of such legal obligation, such documented order being deemed to be the provisions of the Agreement and the Master Agreement.
2.4. The Processor shall not be entitled to any additional remuneration for the performance of the activities specified in the Agreement, in addition to the remuneration that results from the Master Agreement, unless the Agreement or the Entrustment Agreement expressly indicates otherwise.
2.5. The processing of Personal Data will be performed during the term of the Agreement. If the Parties are bound by several Agreements related to the entrustment of the processing of Personal Data, the processing time shall last until the expiration of the last Agreement.
2.6. The Processor declares that it provides sufficient guarantees to implement appropriate technical and organizational measures that ensure an adequate degree of security corresponding to the risks involved in the processing of Personal Data so that the processing meets the requirements of the GDPR and effectively protects the rights of Data Subjects.
2.7. The Administrator declares that it is authorized to process Personal Data to the extent that it entrusts them to the Processor for processing, including, in particular, that it has completed all steps required by the GDPR and other applicable laws, and that it has an appropriate legal basis for their processing.

§3 SCOPE AND PURPOSE OF THE ENTRUSTMENT

3.1. As a rule, the entrusted personal data will be processed in the Processor’s IT systems, and in paper form only if it proves necessary to perform the Agreement.
3.2. The processing of entrusted personal data will be continuous.
3.3. The Processor declares that the personal data will be processed exclusively within the European Economic Area, unless otherwise expressly indicated in the Entrustment Agreement. In the event of a planned transfer of personal data outside the European Economic Area, the Processor shall promptly inform the Controller of this fact, in order for the Controller to decide whether to initiate data processing and to agree on the measures necessary to ensure compliance of personal data processing with the relevant laws or to terminate personal data processing.

§4 OBLIGATIONS OF THE PROCESSOR

4.1. The Processor undertakes to exercise due diligence in processing the entrusted Personal Data.
4.2. The Processor shall be liable for the actions of its employees and other persons with the help of whom it processes the entrusted Personal Data, as for its own acts and omissions.
4.3. The Processor undertakes to grant authorizations to process Personal Data to all persons who will process the Data entrusted to it for the purpose of executing this Entrustment Agreement and to train them in Data protection. It shall also ensure that the persons it authorizes to process will be required to maintain the confidentiality of the Personal Data processed, unless they are persons required to maintain confidentiality under applicable law.
4.4. The Processor shall, upon termination of the Services related to the processing of the Data entrusted to it, delete all existing copies of the Data, unless Union or Member State law prescribes the retention of Personal Data, whereby the Data shall be deleted for the time necessary to perform the technical activities comprising the deletion of the Account, as well as the data associated with the Account, including the backups maintained.
4.5. The Processor is obliged to use all technical and organizational measures adequate to the level of risk to secure Personal Data in accordance with the principles set forth in Article 32 of the GDPR.
4.6. To the extent possible, the Processor shall assist the Administrator to the extent necessary to comply with the obligations set forth in Articles 32-36 of the GDPR.
4.7. The Processor undertakes to assist the Controller, through appropriate technical and organizational measures, in fulfilling its obligation to respond to requests from data subjects in exercising their rights set forth in Chapter III of the GDPR.
4.8. The Processor shall make available to the Administrator all information necessary to demonstrate compliance with the obligations set forth in this Article and shall allow and contribute to the Administrator or an auditor authorized by the Administrator to conduct audits, including inspections. The cost of the audit shall be borne by each Party on its own. The Administrator shall keep confidential any information obtained in connection with the audit, including the results of the audit. The obligation of confidentiality shall apply for the term of the Entrustment Agreement and for a period of 5 years thereafter.
4.9. The Processor shall immediately inform the Controller if, in its opinion, the order issued to it constitutes a violation of this Regulation or other Union or Member State data protection legislation.

§5 FURTHER ENTRUSTMENT AND TRANSFER OUTSIDE THE EOG (EUROPEAN ECONOMIC AREA)

5.1. The Administrator grants consent to the Processor to further entrust the processing of Personal Data, to the Processor’s entities, the list of which is indicated in Annex No. 2 to the Entrustment Agreement.
5.2. The further entrustment referred to in section 5.1 above is for the sole purpose of guaranteeing the proper and secure operation of the System and the provision of the Services in accordance with the Agreement.
5.3. The Processor shall inform the Administrator of the change in the scope of the further entrustment by amending Appendix 2 and the information sent to the Administrator under the System. The Administrator shall be entitled to object to the intention to entrust personal data for processing to a further Processor within 7 days of receipt of the relevant information on the intention to entrust the data to a further Processor. Upon objection by the Administrator, the Processor shall lose the right to entrust the personal data to the further processor covered by the objection.
5.4. Prior to the commencement of processing of Personal Data by a downstream processor, Processor shall confirm that the downstream processor is capable of ensuring the level of protection of Personal Data required under the provisions of this Trust Agreement and meeting the requirements under the GDPR.
5.5. In the case of further entrustment, the basis for processing will be an agreement in which the further processor undertakes to perform the same obligations imposed on the Processor under the Agreement and the GDPR.
5.6. The Processor shall be liable to the Administrator for the non-performance or improper performance by the Further Processor of its obligations under the applicable laws or the contractual relationship.
5.7. The Processor shall not transfer Personal Data outside the European Economic Area unless it obtains a separate authorization from the Administrator in this regard, which the Administrator shall not refuse without justifiable reasons, and such transfer shall take place in accordance with the provisions of the GDPR. In any case, the transfer will take place solely for the purpose of performing the Agreement. The Administrator consents to the transfer of Personal Data outside the European Economic Area to the entities indicated in Appendix 2.

§6 RESPONSIBILITY

6.1. The Processor shall be responsible for the provision or use of Personal Data contrary to the terms of this Entrustment Agreement, particularly for the provision of entrusted Personal Data to unauthorized persons.
6.2. The Processor shall be liable for actual damages caused by the processing of Personal Data in violation of the provisions of the GDPR to the extent that it has failed to comply with the obligations imposed on it by the GDPR or when it has acted beyond or contrary to the lawful instructions of the Data Controller of the Service Recipient’s Employees, whereby the total liability of the Processor in connection with the processing of Personal Data under the Entrustment Agreement shall be limited to the amount of remuneration paid to the Processor under the Master Agreement during the last month counting from the date on which the damage occurred, unless otherwise provided by mandatory provisions of law.

§7 FINAL PROVISIONS

7.1. The Entrustment Agreement may be amended only in writing under pain of nullity, except for the provisions in Section 7.3 of the Agreement, where the Entrustment Agreement explicitly provides for a different form of amendment.
7.2. An amendment to the Entrustment Agreement is possible based on the Processor’s statement submitted to the Administrator in documentary form (including e-mail). The amendment shall be effective if the Administrator does not object to it within 7 days of receipt of the Administrator’s statement, but the amendment of the Agreement in the manner specified in the preceding sentence shall not lead to an expansion of the obligations or limitation of the Administrator’s rights, including, in particular, no change in the amount of remuneration under the Entrustment Agreement.
7.3. The following appendices to the Entrustment Agreement are an integral part of the Entrustment Agreement. Amendments to the attachments to the Entrustment Agreement do not constitute a change to its content:

Appendix No. 1 – Scope and nature of the entrusted data.

Appendix No. 2 – List of further processors.

7.4. Any disputes related to the Entrustment Agreement shall be resolved by the court having jurisdiction in accordance with the Master Agreement.
7.5. This Agreement shall be governed exclusively by Polish law.

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Appendix No. 1 to the Entrustment Agreement – Scope and nature of the entrusted data

Appendix No. 2 to the Agreement – List of further processors