THIS TRAINING AGREEMENT (“Agreement”) is executed by and between:REFOCUS E-LEARNING PHILIPPINES CORP.,
a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal place of business at 6766 F27 The Enterprise Centre, Ayala Avenue cor. Paseo De Roxas Avenue Tower 2 Makati San Lorenzo, City of Makati, Fourth District, National Capital Region 1226 (hereinafter referred to as the “Company”
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”
A. The Company is an edtech startup providing online education in the fields of Data Analytics and Digital Marketing.
B. The Company is desirous of providing training in the subject of Data Analytics and Digital Marketing (“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
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, bye-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 “Money Back Guarantee” shall have the meaning ascribed to it in Clause 6.1 of this Agreement;
1.1.4 “Qualifying Job Offer” shall have the meaning ascribed to it in Clause 6.2 of this Agreement;
1.1.5 “Third Party” shall mean any person who is not a party to this Agreement;
1.1.6 “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 Data Analytics and/or Digital Marketing. 3. TERM
3.1 This Training shall occur for a period of:
4. ELIGIBILITY CRITERIA
- in the case of Data analytics - 7 (seven) months;
- in the case of Digital Marketing - 9 (nine) months.
4.1 The Client must satisfy the below mentioned criteria to be eligible to for the Money Back Guarantee:
4.1.1 Be of at least eighteen (18) years of age;
4.1.2 Must be proficient in both spoken and written English;
4.1.3 Must reside in, and be legally authorized to work in Philippines; and
4.1.4 The Client must have paid the full Fee for the Training. 5. FEE
5.1 The fee for enrolling in the Training is:
in case of Data analytics: PHP 3307 per month with the total amount of PHP 39,700 for the course, or any other amount as might be determined by the Company from time to time and about which the Client is duly informed by the Company;
in case of Digital Marketing: PHP 2825 per month with the total amount of PHP 33,900 for the course, or any other amount as might be determined by the Company from time to time and about which the Client is duly informed by the Company;
), which may be subject to an additional discount at the absolute discretion of the Company.
5.2 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.
5.3 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. 6. MONEY BACK GUARANTEE
6.1 The Company provides a complete money back guarantee on the Fee paid by the Client, for the avoidance of the doubt at any time the amount to be returned to the Client excludes any applicable taxes, levies, surcharges and bank commissions associated with the settlement of the Fee, (hereinafter - “Money Back Guarantee”
), provided the Client did not receive Qualifying Job Offer and only in the following circumstances:
6.1.1 The Client has successfully finished the Company’s Training, which includes passing all the modules including live sessions and submitting all the projects and assignments on the platform within official deadlines provided by the Company to the Client.
6.1.2 The Client has followed the Career Center process including but not limited to:
a) Successful completion of all assignments assigned by the Career Center Team within a given deadline within six (6) months after completion of the Training.
b) Attendance and participation in the live sessions and meetings assigned by the Career Center Team.
c) Personally making 300 job applications on the job searching sites (including, but not limited to Indeed) within the 60 days of completion of the Training.
d) Submitting responses to any assignment on the job-searching sites within three (3) business days.
e) Appearing in an interview with a hiring partner. If the Client fails to attend the interview, Refocus will have all the rights to deny any other interview opportunity.
f) Submitting assignments for the hiring partners within a deadline specified by the Career Center Team.
g) Demonstrating “good faith efforts” (as determined at the sole discretion of the designated Career Coach and the Career Center Team) towards an active job search for a Qualifying Job Offer (defined below) within six (6) months of completion of the Training;
h) The Client should have been responsive to communications from the Career Center Team, including but not limited to responding to all Career Coaching communications and Employer Partnerships communications, in each instance, within three (3) business days;
i) Sharing any interview result, the status of applications, and job offer/s with Career Center Team via surveys, email, or any other forms of communication on a daily basis.
j) The Client should have provided all communication with prospective employers, showing the inability to secure a Qualifying Job Offer.
6.2 As provided in Clause 6.1.2 (c) above, a Qualifying Job Offer is one which has any one of the following conditions met:
6.2.1 For a position:
- provided the Client took the Data Analytics course - in the field of Data Analytics;
- provided the Client took the Digital Marketing course - in the field of Digital Marketing;
6.2.2 For a position as an employee, apprentice, intern, or independent contractor;
6.2.3 Paid for, including in cash;
6.2.4 Anticipated to be an average of 30 hours or more per week or multiple offers for part -time work constituting the equivalent of an average of 30 hours or more per week; and
6.2.5 Anticipated to be at least 4 weeks in duration.
6.3 The Company reserves the right to change / revoke / alter / amend the Money Back Guarantee at its discretion. 7. REFUND OF FEE
7.1 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.
7.2 Further, the Company shall not return the Fee to the Client in the following circumstances:
7.2.1 The Client has not successfully been able to complete the Training;
7.2.2 The Client has not made a good faith effort to secure a Qualifying Job Offer; or
7.2.3 The Client intentionally sabotages the Qualifying Job Offer.
7.2.4 The Client who gets rejected by the Client’s prior conduct, misbehavior or discriminatory records.
7.2.5 The Client is seeking the money back guarantee due to fraudulent reasons.
7.3 If the Client believes that he / she is eligible for the Money Back Guarantee, then he / she must email [email protected]
The email must set forth the following:
7.3.1 The Client’s full name and contact information (address, phone number, email address);
7.3.2 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;
7.3.3 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
7.3.4 Therefore the Client is entitled to a full refund of Fee, as applicable, pursuant to the terms and conditions in this Agreement.
7.4 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 period of one (1) month refund the complete Fee to the Client. 8. INDEMNITY
8.1 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.
8.2 This clause shall survive termination of this Agreement. 9. 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; 10. MODIFICATION
The terms contained in this Agreement shall not be altered, modified and / or any additions made to this Agreement except by written amendment duly agreed by the Parties hereto; 11. 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. 12. 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. 13. 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. 14. 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. 15. CONFIDENTIALITY
15.1. The Parties acknowledge the confidential and proprietary information in accordance with the Agreement, and may share such Confidential Information with each other.
15.2. Whenever applicable, in performing their respective obligations under the Agreement, the Parties shall, at all times, comply with the provisions of Republic Act No. 10173 or “the Data Privacy Act of 2012,” its implementing rules and regulations, and all other laws and government issuances which are now or will be promulgated relating to data privacy and the protection of personal information16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of the Philippines. In any judicial action which one party may bring against the other party under this Agreement, the Parties hereto agree to submit to the jurisdiction of the courts of Makati City, Philippines only, to the exclusion of other courts.