TERMS AND CONDITIONS OF USE

EDUCATIONAL SERVICES AGREEMENT – SHORT-TERM IN-PERSON COURSE

1. THE PARTIES
HONSHA PRIME LTDA, registered under CNPJ No. 41.018.378/0001-08, with its headquarters at [Honsha’s registered address], hereinafter referred to as the “CONTRACTOR”; and the individual or entity, hereinafter referred to as the “CLIENT,” as qualified during registration and enrollment in the Course subject to this agreement, hereby enter into this EDUCATIONAL SERVICES AGREEMENT, which shall be governed by the following terms and conditions:

2. OBJECT
The CONTRACTOR offers the CLIENT the course titled “Lean Immersion Week,” to be held from June 5 to June 11, 2022, at the facilities of San Diego State University (SDSU).

Single Paragraph – The course selected by the CLIENT, as mentioned in this clause, shall hereinafter be referred to simply as the “Course.”

3. VALUE AND PAYMENT TERMS
As consideration for the educational services provided, the CLIENT shall pay the CONTRACTOR the amount stipulated in the proposal sent by the commercial department.

First Paragraph
The payment includes:
a) Enrollment;
b) Attendance to the scheduled class hours;
c) Theoretical and practical in-person classes;
d) Supporting educational materials for classes;
e) Accommodation at San Diego State University, California, USA;
f) Breakfast and lunch on event days;
g) Access to recorded classes for a limited time;
h) 2 international certificates;
i) Airport transfer to the university.

Second Paragraph
As this is an in-person course, the amount specified in this clause and the services listed in the first paragraph cover only the course days. The CONTRACTOR is not responsible for any expenses outside the course dates or for expenses related to companions, tickets, insurance, hospital or medical expenses, snacks, fees, transportation, or other similar costs arising from visits, tours, research, or other extracurricular activities, even if included in the course’s pedagogical planning; nor for photocopies, printing, binding, or similar services, or any other optional or discretionary products or services.

Third Paragraph
The CLIENT’s absence from in-person activities or failure to fulfill other academic responsibilities does not exempt them from paying the course fee.

Fourth Paragraph
The CLIENT’s access to the platform for viewing recorded course materials will expire 3 (three) months after the course ends.

Fifth Paragraph
Enrollment, which establishes the contractual relationship between the parties, will be completed upon filling out the ONLINE registration form, payment of the full course fee (or the first installment, if paying in installments), and the CLIENT’s acceptance of the terms of this agreement via the link provided immediately before completing the payment.

4. OBLIGATIONS OF THE CONTRACTOR
The CONTRACTOR agrees to:
a) Fulfill the schedule outlined in Annex I, noting that the technical guidance on service delivery is the sole responsibility of the CONTRACTOR, particularly regarding class hours, curriculum, instructor selection, teaching modality, and pedagogical guidance. As such, the CONTRACTOR may modify the activities mentioned herein at any time;
b) Provide adequate facilities for in-person classes and instructors with technical expertise related to the course;
c) Provide suitable accommodations and lunch for students at the university facilities;
d) Supply educational materials and grant the CLIENT access to the course platform upon payment confirmation;
e) Present classes on the scheduled days and times with the designated instructor or, in case of force majeure, provide another qualified instructor;
f) Administer the course academically and administratively, ensuring its quality and adherence to the program content.

5. OBLIGATIONS OF THE CLIENT
The CLIENT agrees to:
a) Inform the CONTRACTOR of any changes to their residential or email address during the term of this agreement and while any obligations remain unfulfilled by either party;
b) Reimburse the CONTRACTOR for any material damages caused by the CLIENT’s intentional or negligent actions, as well as for material or moral damages caused to the CONTRACTOR’s premises, course facilities, instructors, staff, students, or third parties, or to the facilities and equipment;
c) Refrain from recording, reproducing, or sharing classes without the CONTRACTOR’s authorization, under penalty of copyright infringement and other applicable sanctions;
d) Not share access to the platform with third parties, under penalty of liability for damages;
e) Attend classes with courtesy and respect for fellow students and instructors.

6. RIGHT OF WITHDRAWAL
Given that enrollment and registration are conducted online, the CLIENT may exercise the right of withdrawal, as per Article 49 of Law 8078/90, and cancel the contract within 7 (seven) days of registration without penalty.

Single Paragraph: The right of withdrawal must be exercised via email to the following address: contato@honsha.org.

7. CONTRACT TERMINATION AND PENALTIES
If the right of withdrawal is not exercised within the stipulated period, this contract may be terminated by the CLIENT through a formal request sent to the CONTRACTOR via the email provided in Clause V, i.e., contato@honsha.org.

First Paragraph:
Termination requests made 60 (sixty) days or more before the course start date (for in-person courses) must be submitted formally as per the terms above. Such requests will result in a refund of amounts paid by the CLIENT but will incur a compensatory penalty of 50% of the course fee to cover the CONTRACTOR’s operational costs.

Second Paragraph:
Termination requests made between 30 (thirty) and 60 (sixty) days before the course start date (for in-person courses) must be submitted formally as per the terms above. Such requests will result in a refund of amounts paid by the CLIENT but will incur a compensatory penalty of 70% of the course fee to cover the CONTRACTOR’s operational costs.

Third Paragraph:
Cancellation requests made less than 30 (thirty) days before the course start date (for in-person courses) will not be refunded but may be substituted, as follows:

Subclause I: Substitution of the CLIENT: The enrolled CLIENT (for in-person courses) may be substituted by another CLIENT, provided the substitution request is made at least 15 (fifteen) days before the course start date. The CLIENT must submit the substitution request to the email provided in Clause V and in this clause, including all their details, the course name, and the details of the substituting CLIENT.

Subclause II: The CLIENT who does not request termination or substitution at least 7 (seven) days before the course start date will not be refunded and will be considered a “NO SHOW.”

Subclause III: A “NO SHOW” is defined as an enrolled CLIENT (for in-person courses) who does not submit a cancellation or substitution request within the deadlines specified in Clause 6 of this agreement. If the enrolled CLIENT does not attend the course on the start date, they will also be considered a “NO SHOW.” In such cases, [Honsha’s Corporate Name] will not issue a participation certificate or refund any registration fees.

8. PENALTIES FOR DEFAULT
First Paragraph:
Failure to pay any installment by the due date will result in a late fee of 1% (one percent) per month, adjusted by the INPC/IBGE, plus a 10% (ten percent) penalty on the overdue amount.

Second Paragraph:
Default on 2 (two) consecutive installments will result in the immediate acceleration of all outstanding installments, with the immediate application of the penalty on the total debt, in addition to interest and monetary correction.

Third Paragraph:
Any tolerance by the CONTRACTOR regarding delays or non-compliance with the obligations herein shall be considered a mere courtesy and shall not modify the terms of this agreement, which shall remain in full force and effect.

9. REPLACEMENTS
There will be no replacement of classes for in-person courses in case of the CLIENT’s absence or non-attendance during any part of the course.

10. FINAL PROVISIONS
First Paragraph:
If either party fails to enforce any provision of this agreement at any time or fails to require the other party’s compliance with any provision herein, such failure shall not be construed as a waiver of those provisions or affect the validity of this agreement or any part thereof, or the right of either party to enforce such provisions subsequently.

Second Paragraph:
Any notice between the parties shall be made in writing and sent to the address specified in the preamble of this agreement.

Third Paragraph:
If there is any change in the correspondence address or recipients of communications related to this agreement, the parties must notify the other party of the new address within 5 (five) business days, failing which communications sent to the previous address shall be deemed valid.

Fourth Paragraph:
The CONTRACTOR may use the CLIENT’s image for academic purposes or to promote its activities, including in class recordings, and may reproduce or disseminate it via the internet, newspapers, and other public or private communication channels, even after the CLIENT has completed the course.

Fifth Paragraph:
The CLIENT’s access to the platform hosting the course videos will expire 3 (three) months after the course ends.

Sixth Paragraph:
The CONTRACTOR may, during the COVID-19 pandemic declared by the World Health Organization (WHO), change the dates of the course’s practical classes, particularly in response to legal restrictions imposed by public authorities that prevent their execution, provided the CLIENT is notified at least 15 (fifteen) days in advance. In such cases, all terms of this agreement related to the practical class dates shall be adjusted accordingly.

Seventh Paragraph:
The parties acknowledge this agreement as fully effective and enforceable. Without prejudice to any privileged jurisdiction under applicable law, the parties elect the jurisdiction of São Paulo to resolve any disputes arising from this agreement.