Master Services Agreement
This Agreement was last updated on June 1, 2022.

This Master Services Agreement (“Agreement”) governs access to and use of multiple Services (as defined in Section 1 below) purchased from Northwest Europa. and/or its Affiliate(s). By accepting this Agreement or using the Services, Customer acknowledges that it has read, understands and is authorized to enter into this Agreement.

Definitions. As used in this Agreement, the following terms have the meanings set forth below.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.

“Customer” means the party signing this Agreement and/or an Order Form with Northwest Europa.

“Fees” means the amounts payable by the Customer to Northwest Europa for access to the Services.

“Order Form” means the order document mutually signed by Northwest Europa and Customer that specifies (i) the Service(s) being purchased, (ii) the number of licenses being purchased, (iii) the Fees to be paid by Customer to Udemy for the provision of the Services, (iv) the subscription term for the Services to be provided by Udemy to Customer, (v) billing and payment information, and (vi) other applicable quantity specifications for Customer’s purchase of the Services.

“Personal Data” means any data that Customer submits into the Services relating to an identified or identifiable natural person protected under data protection laws.

“Services” means a platform that allows Customer to access online courses (“Courses”) and any related services offered by Northwest Europa that may be purchased by Customer and is set forth in the Order Form signed between parties.

“Subscription Period” means the term agreed between the Parties as detailed in the Order Form.

“Northwest Europa ” or one of its Affiliates.

“Users” means the employees and contractors that Customer authorizes to access and use the Services.

Provision of the Services. Northwest Europa agrees to make the Services available to Customer and its Users pursuant to the terms of this Agreement, and as specified in an Order Form. Where an Affiliate of Customer wishes to access or use the Services, such Affiliate must request Affiliate status and enter into its own separate Order Form governed by this Agreement, and then for purposes of that Order Form, the Affiliate shall be deemed the “Customer,” responsible for its performance and all obligations to Northwest Europa thereunder; provided, however, Customer shall be and remain responsible for the acts and omissions of any of its Affiliates.

Terms of Use.

Customer shall not, nor shall it permit its Users to: (i) use the Services in any manner that is unlawful or that infringes the rights of others; (ii) copy, distribute, resell, create derivative works from, hack, modify, or interfere with, including through the introduction of any computer code, file, or program that may cause damage to, the proper working of the Services, any of the Courses, or any third-party system made available through the Services; (iii) input any infringing, racist, hateful, sexist, pornographic, harassing, defamatory, libelous, or other similar inappropriate content into the Services or instruct Udemy to include any such content in the Services; (iv) scrape, spider, or utilize other automated means of any kind to access the Services, including, but not limited to, accessing API endpoints for which Customer or its Users have not been provided authorization by Northwest Europa (v) use the Services to build a competitive product to the Services; (vi) share login access to the Services among multiple individuals, transfer a User license (except in connection with a termination of employment), or otherwise permit any person other than the Users to use the Services; (vii) use Northwest Europa APIs in violation of the API License Agreement, which can be found at https://www.northwesteu.com, nor instruct a third party to access Udemy’s APIs;

(viii) use the Services for any purpose other than as a platform for supplementing learning and training of Users; or (ix) permit any individual who is legally incapable of giving consent for the use of online services or the collection and processing of their personal data to use the Services (e.g., individuals under 13 years old in the U.S.)

Violations of Restrictions. If Northwest Europa determines that Customer or any of its Users has violated the restrictions set forth in Section 3 above (collectively, the “Terms of Use”), and if such violation is remediable Udemy shall notify Customer of such violation. If Customer fails to cure such violation within ten (10) days, then Udemy may terminate or suspend access to the Services for Customer or the relevant Users. Separately, Northwest Europa may remove or edit inappropriate content or activity identified by or reported toNorthwest Europa

Fees. Customer will pay the Fees as set forth in one or more Order Forms. Unless stated otherwise in an Order Form, all fees are payable in US dollars. Northwest Europa reserves the right to charge the greater of 2% interest per month or the maximum interest permitted by law, and Customer will be liable for all third-party collection costs.

Taxes. The Fees are stated exclusive of all federal, state, local, and foreign taxes, levies, and assessments of any nature, including value-added, use, or withholding taxes. Customer agrees to bear and be responsible for the payment of all such taxes, levies and assessments imposed on Customer arising out of this Agreement, excluding any tax based on Udemy’s income, gross receipts, business and occupation tax, and employment-related taxes. If tax withholding is required, Customer will pay the required amount to the relevant governmental authority and produce a withholding tax certificate to Northwest Europa while remitting the residual to Northwest Europa.

WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE AGREED BY THE PARTIES, UDEMY PROVIDES THE SERVICES AS-IS AND DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, THE COURSES, AND ANY THIRD-PARTY SYSTEMS OR PLATFORMS ACCESSIBLE THROUGH THE SERVICES, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES RELATING TO MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR AVAILABILITY.

Limitation of Liabilities.

NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (i) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR (ii) IN THE AGGREGATE, ANY AMOUNTS IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO Northwest Europa IN THE 12 MONTHS PRIOR TO THE DATE THE RELEVANT CLAIM AROSE.

Notwithstanding the limitation of liability set forth above: (i) any indemnified liability and any liability arising from violation of the Terms of Use will not be limited, and (ii) each party’s liability arising from breach of its confidentiality obligations hereunder, will be limited to three times the Fees paid or payable by Customer to Udemy in the 12 months prior to the date the relevant claim arose.

Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that Customer provides, and all such terms and conditions are null and void and superseded by this Agreement and any mutually executed Order Forms. Where Northwest Europa has provided you with a translation of the English language version of this Agreement or any document referenced in this Agreement, the translation is provided for your convenience only and the English language versions of any such document, will control. This Agreement, or any part thereof, may be modified by Northwest Europa at any time, including the addition or deletion of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting.

Contracting Party, Governing Law, and Currency for Indian Customers. As of June 1, 2020, if Customer is located in India, then Customer is contracting with Nortwest India LLP under this Agreement. In such case, notwithstanding Section 18 above, this Agreement and any disputes arising under it will be governed by the laws of India, and both parties consent to the exclusive jurisdiction and venue of courts in Delhi, India for all disputes arising out of this Agreement. In addition, if Customer is located in India, notwithstanding Section 18 above, then any dispute, claim, or any non-payment (any of which shall be treated as a dispute) whether present or future, whatsoever between the parties under, arising out of, relating to or in connection with this Agreement shall be settled by mandatory arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually appointed by the parties and both parties consent to such mandatory arbitration.

Either party may serve the other party with a notice in writing specifying the existence and nature of the dispute and the intention to refer the dispute to arbitration. If the parties are unable to agree on a sole arbitrator within 30 days of such notice, each Party shall appoint an arbitrator, and the arbitrators so appointed shall jointly appoint the third arbitrator. The award determined through arbitration shall be final and binding. The venue of such arbitration shall be in Delhi. The proceedings shall be conducted in English. Notwithstanding Section 5 above, if Customer is located in India, then all fees payable by Customer will be in Indian Rupees.