PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.

These Terms of Service (the “Terms”) constitute a legal agreement between you and The UGtrA Zone, TKG Art Services OÜ, Sepapaja 6, 15551, Estonia (hereinafter “The UGtrA Zone”, “we”, “us” or “our”) governing the use of our Services.

1. General Terms

1. The provisions set out in these Terms govern your access to and your use of our Services and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Services.
2. If you are registering for an Account, you are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorised to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
3. We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our Services or your Account at any time, or remove or edit content (including content submitted by you) on our Services or on any of our affiliated websites (including social media pages).
4. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Services or any other products, services, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.

2. Our Services

1. We provide   Courses  (“Courses”), our Unique Hybrid Coaching/Learn-At-Your-Own-Pace model   The UndgNC pass  (“The UndgNC pass”) and Induvial   Coaching  Services (“Coaching”), collectively the “Services” as set out on our website. Subject to subclause 2.2 of these Terms, Contents, Deliverables and Fees of our Courses and The UndgNC pass shall be as set out on our website and the relevant subpages.
2. For Coaching, Contents, Deliverables and Fees are set out individually during our Free Coaching Call and following the completion of the Free Coaching Call, summarised and confirmed in writing (email or otherwise) the ‘Quotation”. Any such quotation is hereby expressly incorporated into this Agreement, and shall be binging for 14 days from the date of issuing the quotation.
3. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable licence to use our Services on these Terms.
4. You agree your to access and use the Services is not contingent on delivery of any future functionality or features or the delivery of any other services.

3. Provision of the Services

1. With effect from the Commencement Date, The UGtrA Zone shall, throughout the Term of this Agreement, provide the Services to the Client.
2. The UGtrA Zone shall provide the Services with reasonable skill and care, commensurate with prevailing standards.
3. The UGtrA Zone shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
4. The UGtrA Zone shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
5. Nothing in this Agreement will be deemed to require The UGtrA Zone to undertake any act or perform any services which in its good faith judgment would be misleading, false, libellous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or The UGtrA Zone’s interests.
6. The undertakings in this clause 3, shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to The UGtrA Zone's instructions, or modification or alteration of the Services by any party other than The UGtrA. If the Services do not conform with the foregoing undertaking, The UGtrA Zone will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out.
7. Notwithstanding the foregoing, The UGtrA Zone:
8. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9. This agreement shall not prevent The UGtrA Zone from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
10.         3.10.The UGtrA Zone warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
11. During the term of this agreement, you may wish to assign additional projects, products, or services to The UGtrA Zone beyond the Services outlined in the accepted quotation (“Out-of-Scope Assignments”). The UGtrA Zone agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to The UGtrA Zone and other relevant terms and conditions, if applicable.

4. Fees and Payment

1. You shall pay such Fees to The UGtrA Zone in accordance with the provisions of this Clause 4.
2. The purchase price for the Services shall be paid simultaneously with the execution of this Agreement and in line with the by you accepted Quotation for Coaching or as stipulated on our website for The UndgNC pass and Courses or as expressly agreed in writing between us, as applicable.
3. In respect to The UndgNC pass and Courses , any Fees due must be paid by their due date for payment, as notified to you through our website or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or any of the Services.
4. In respect of Coaching, a) The UGtrA Zone shall invoice the Client for Fees due in accordance with the provisions of the accepted quotation; b) all payments required to be made pursuant to this Agreement shall be made within 14 Business Days (Net 14) of receipt of the relevant invoice; c) all payments required to be made pursuant to this Agreement shall be made in the currency listed on the invoice in cleared funds without any set-off, withholding or deduction except such amount of tax that is required to deduct or withhold by law (if any); and d) where any payment pursuant to this Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
5. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method.
6. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
7. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
8. All prices for Services are calculated in EURO and you will be charged in EURO.
9. You are responsible for any VAT imposed on the Services except in cases where legislation requires Service Provider to collect VAT.
10.         4.10.Reselling of the Services to third parties is not permitted.
11. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advanced written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.

5. Default

1. You shall be deemed in default of this Agreement upon the failure to comply with any of the terms and conditions of the Agreement, including, but not limited to, the obligation to make any payment as and when due. Upon default, we shall have all rights and remedies available, including termination of this Agreement and institution of an action for all applicable damages. Payments not made on the due date shall be subject to late charges equal to the maximum amount permitted under applicable law. We may suspend all services on notice until the amounts outstanding are paid in full.
2. If we delay or refrain from exercising any rights under this Agreement, we do not waive, nor will we lose those rights. If we accept late or partial payments from you, we do not waive the right to receive full and timely payments and other charges due under this Agreement.

6. Your Obligations

1. We provide a service, i.e., the Participants are coached, advised, guided etc. A concrete success is not promised. The UGtrA Zone provides its services on the basis of the data and information provided by you. The guarantee for their factual correctness and completeness lies with you. Use of the Services is at your own risk.
2. You shall use all reasonable endeavours to provide all pertinent information to The UGtrA Zone that is necessary for our provision of the Services.
3. You may, from time to time, issue reasonable instructions to us in relation to our provision of the Services. Any such instructions should be compatible with the specification of the Services.
4. In the event that we require the decision, approval, consent or any other communication from you in order to continue with the provision of the Services or any part thereof at any time, you shall provide the same in a reasonable and timely manner.  
5. Any delay in the provision of the Services resulting from your failure or delay in complying with any of the provisions of this Clause shall not be the responsibility or fault of The UGtrA Zone.

7. Modifications and Interruptions

1. We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.
2. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
3. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.
4. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.
5. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

8. No Warranty of Success

1. Nothing contained in this Agreement shall be construed as a warranty on the part of either Party that:

1. the Services will yield any Result or otherwise be successful,
2. any Coaching Strategy will yield a specific result or otherwise be successful or
3. the outcome of the Services or any Development Program will be utilisable in any respect.

9. Cancellation

1. Except as otherwise set forth, you or The UGtrA Zone may terminate this Agreement at any time and for any reason by giving Notice to the other party. Termination of the agreement means that you will lose access to our Services. You have to explicitly cancel your access to paid services on the Website or by emailing us.
2. We may at any time terminate the Agreement if (a) you have breached any provision of these Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with these Terms); (b) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) the provision of the Services to you by us is, in our opinion, no longer commercially viable; or (d) we have elected to discontinue the Services (or any part thereof).
3. You are free to cancel the Services and this Agreement without notice at any time before we begin providing them. Once we have begun providing the services, you are free to cancel the services and this agreement at any time. If you have made any payment to us for any services we have not yet provided, these sums will be refunded to you. If we have provided services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, we will invoice you for those sums and you will be required to make payment in accordance with this agreement.

10. Money Back Guarantee

If we provide a money back guarantee ("MBG") for your Service. If at any time during the first 30 days of your purchase, you decide that our Course is not the right fit for you for any reason – and you don’t even need to give a reason at all will not only refund your money, but also send you a 27€ coupon to spend anywhere across the UGtrA zone.

11. Force Majeure

1. No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to power failure, internet The UGtrA Zone failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
2. In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 Days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period.  In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

12. Re-Scheduling, Lateness and No Show (Coaching Sessions Only)

12.1. We will attempt to accommodate requests to reschedule the date of a booked Coaching Session, but cannot guarantee that such requests will be honoured, and acceptance of such request is at our sole discretion. Any out-of-pocket costs associated with rescheduling shall be your responsibility.

12.2. If a booked Coaching Session is to be rescheduled a) due to a Force Majeure Event; or b) our unavailability; then we agree to reschedule a booked Coaching Session at the earliest possible mutually convenient date and time.

12.3. Notwithstanding the foregoing, we have sole discretion to determine whether to reschedule a booked Coaching Session or to refund you.

12.4. If a rescheduling request is received less than 24 hours prior to a booked Coaching Session, or if you fail to show up within 15 minutes of the commencement of a booked Coaching Session, we will charge at its sole discretion a cancellation fee of at least 25% and up to the value of the booked Coaching Session.

13. Prohibited Uses

13.1. You may use our Services only for lawful purposes. You may not use our Services:

13.1.1. in any way that breaches any applicable local or international laws or regulations;

13.1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

13.1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and

13.1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

13.2.You also agree:

13.2.1. not to reproduce, duplicate, copy or re-sell any part of our Services in contravention of the provisions of our Terms; and

13.2.2. not to access without authority, interfere with, damage or disrupt:

13.2.3. any part of our Services;

13.2.4. any equipment or network on which our Services is stored;

13.2.5. any software used in the provision of our Services; or

13.2.6. any equipment or network or software owned or used by any third party.

14. Restrictions

14.1. Except as expressly set out in this Agreement or as permitted by any applicable law, you undertake:

14.2. not to reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, our Services or any of the contents therein for any commercial or other purposes;

14.3. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of our Services nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services, our Services or any of the contents therein, including but not limited to framing, mirroring, linking, spidering, scraping or any other technological means;

14.4. not to provide or otherwise make available our Services in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;

14.5. to include our copyright notice on all entire and partial copies you make of our Services on any medium;

14.6. to comply with all applicable technology control or export laws and regulations; and

14.7. not to disrupt, disable, or otherwise impair the proper working of the Services, our Services or our servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.

15. Suspension and Termination

15.1.We will determine, in our discretion, whether there has been a breach of these Terms through your use of our Services. When a breach of these Terms has occurred, we may take such action as we deem appropriate.  

15.2.Failure to comply with these Terms constitutes a material breach of the terms of use upon which you are permitted to use our Services, and may result in our taking all or any of the following actions:

15.3.immediate temporary or permanent withdrawal of your right to use our Services;

15.4.issuance of a warning to you;

15.5.legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;

15.6.further legal action against you; and/or

15.7.disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

15.8.We exclude liability for actions taken in response to breaches of these Terms. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

16. Intellectual property rights

1. You acknowledge that all intellectual property rights in our Services anywhere in the world belong to us, that rights in our Services are licensed (not sold) to you, and that you have no rights in, or to, our Services other than the right to use them in accordance with these Terms.
2. Any intellectual property rights in content uploaded by you to our Services shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive licence to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the Services.
3. You acknowledge that you have no right to have access to our Services in source code form.
4. You must not modify the paper or digital copies of any materials you have printed off or downloaded from our Services in any way and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
5. Our status (and that of any identified contributors) as the authors of content on our Services must always be acknowledged.
6. You must not use any part of the content on our Services for commercial purposes not specified on our Services without obtaining a licence to do so from us or our licensors.
7. If you print off, copy or download any content on our Services in breach of this Agreement, your right to use our Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
8. Notwithstanding any other provision of this Agreement, The UGtrA Zone shall retain all right, title and interest in and to, including any intellectual property rights with respect to designs, processes, specifications, applications, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by The UGtrA Zone or its licensors, and regardless of whether incorporated in any Services, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to your unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Services or other deliverables, in connection with the Services.
9. Subject to the forgoing. and fulfilment of your payment obligations hereunder, The UGtrA Zone hereby grants you a personal and non-transferable, worldwide, perpetual, revocable, nonexclusive license, to use The UGtrA Zone Services pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Services, provided that you not have the right to publish or distribute any The UGtrA Zone Services other than as part of such Services  to any third party or to create derivative works of The UGtrA Zone Services.

17. Warranties

1. While we make all efforts to maintain the accuracy of the information on our Services, we provide the Services, Services and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
2. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Services or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Services, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.

18. Limitation of Liability

1. We are not liable for the completeness, accuracy or correctness of any information uploaded on our Services and any Related Content. You expressly agree that your use of the Services and our Services, including reliance on any Advice, is at your sole risk.
2. We do not assist with dispute resolution between any you and any Consultant and are not obliged at any time to adjudicate on any such dispute. In the event of any dispute, you are responsible for contacting the relevant Consultant. Without prejudice to the foregoing, we remain entitled at all times to investigate at our discretion any complaint regarding the use of our Services or any suspected unlawful activity and to take any action that we deem appropriate, including to file a report with the appropriate authorities.
3. You agree not to use the Services, and the Related Content for any re-sale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Services or any other website or software) for:

1. loss of profits, sales, business, or revenue;
2. business interruption;
3. loss of anticipated savings;
4. loss or corruption of data or information;
5. loss of business opportunity, goodwill or reputation; or
6. any other indirect or consequential loss or damage.
7. Nothing in these Terms shall limit or exclude our liability for:
8. death or personal injury resulting from our negligence;
9. fraud; and/or
10. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.

4. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Services. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our Services which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

19. Indemnity

You agree to indemnify and hold us, our related corporations, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our Services, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.

20. Other important terms

1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
4. These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of Estonia. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Estonia.