is executed by and between:

NUBRAINS LTD is a limited company registered in England and Wales under company number 14502131 and has our registered office at 128 City Road, London, EC1V 2NX, United Kingdom. (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”.

A. The Company is an online education company providing online education in the fields of E-commerce, Marketing, Design, and IT.
B. The Company is desirous of providing training in the subject of E-commerce, Marketing, Design, and IT (“Training”) to 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 on 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.

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, 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 “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.

2.1 The Company shall provide online training to the Client in the subject of E-commerce or Marketing or Design, or IT

3.1 This Training shall occur for a period of:
in the case of E-commerce - 45 (forty five) days;

4.1 The Client must satisfy the below-mentioned criteria:
4.1.1 Be at least eighteen (18) years of age;
4.1.2 Must be proficient in both spoken and written English;
4.1.3 Must be a citizen of the Philippines and be legally permitted to work in the Philippines;
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 the case of Budget tariff plan: PHP 3.500
in the case of Optimal tariff plan: PHP 8.600
In the case of Premium tariff plan: PHP 20.000
(“Fee”), 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 before the training course begins.
5.3 The Client shall not be eligible for the Training if he/she has not made the complete payment of the Fee.

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.

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;

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;

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.

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.

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.

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.

15.1. The Parties acknowledge the confidential and proprietary information in accordance with the Agreement, and may share such Confidential Information with each other.

16.1 This Agreement shall be governed by and interpreted in accordance with English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.