PUBLIC OFFER (ENGLISH VERSION — PREVAILING)
Public Offer / Terms of Service for the Provision of Informational Services in the Form of One-to-One Professional Consultations
(Individual Consultations)
Contractor (Company): ECU Limited,
Unit B, 11/F Yam Tze Commercial Building, 23 Thomson Road, Wan Chai, Hong Kong (Reg. No. 76667088)
Contact email (including privacy requests and complaints): ecu.education.manager@gmail.com
Effective date: 07.05.26
Last updated: 07.05.26 (if applicable)
This Public Offer (the “Offer”) constitutes an offer to any legally capable individual aged eighteen (18) years or older (the “Customer”) to enter into a legally binding agreement with ECU Limited (the “Contractor”) for the provision of informational services in the form of one-to-one professional online consultations (the “Services”) on the terms set out below.
The English version prevails. Any translations are provided for convenience only.
By accepting this Offer, the Customer confirms that they have read, understood and unconditionally agree to:
(i) this Offer; (ii) the Policies; and (iii) the Privacy Notice referenced herein.
1. DEFINITIONS
1.1. “Session” means one live online one-to-one meeting delivered via the Platforms.
1.2. “Session Type” means the type of the Session selected by the Customer and shown in the Checkout Confirmation, namely: “Consultation Session”.
1.3. “Consultation Session” means an individual online live session with the Contractor’s Consultant, aimed at discussing the Customer’s professional, methodological, organizational, educational, commercial or other practical questions within the Consultant’s expertise. A Consultation Session is not Mentor Coaching (within the meaning of ICF standards), not coaching, not psychotherapy, not psychological counselling, not legal, tax, accounting, audit, investment, financial, medical or any other regulated advisory service requiring a license, registration or membership in any applicable jurisdiction. The Consultation Session is informational and advisory only.
1.4. “Consultant” means the person engaged by the Contractor to deliver the Consultation Session, including (without limitation) Trainers of the Contractor’s training programmes and other experts engaged by the Contractor. The Consultant is intended to hold demonstrable practical expertise relevant to the topic of the specific Consultation Session, in an area determined by the Contractor at its sole discretion. The required expertise may vary depending on the topic of the Consultation Session and is determined by the Contractor on a case-by-case basis. The Customer acknowledges that the Contractor is not obliged to provide formal credentials, certifications or licences of the Consultant beyond those (if any) required by mandatory law for the type of consultation actually delivered. The Contractor may replace the Consultant with another Consultant of equivalent qualification at any time, including before or during the Booking Window, without the Customer’s consent and without any right to refund.
1.5. “Platforms” means any online tools designated by the Contractor for delivery of the Services, including (without limitation) video conferencing, communication and collaboration tools.
1.6. “Session Date” means the scheduled date and time of the Session confirmed by email (or another written channel designated by the Contractor).
1.7. “Session Start” means the scheduled start time of the Session Date in the time zone stated in the Session confirmation. If no time zone is stated, HKT applies. The Customer joining late does not shift Session Start.
1.8. “Booking Window” means the period during which the Customer must schedule the Session. Unless explicitly stated otherwise in the Checkout Confirmation, the Booking Window is fourteen (14) calendar days from the moment payment is credited under Section 6.3.
1.9. “Policies” means the Contractor’s policies and rules published on the Contractor’s website and/or communicated by email and/or via the Platform(s), including (without limitation) code of conduct, recording rules, rescheduling/no-show rules, accessibility and non-discrimination rules, and the complaint (grievance) procedure. Policies link: https://european-coaching.university/philosophy_politics.
1.10. “Privacy Notice” means the Contractor’s privacy notice published at: https://european-coaching.university/privacy_policy. The Privacy Notice forms an integral part of this Offer.
1.11. “Checkout Confirmation” means the definitive price, currency, taxes/fees (if any), the Session Type, and other key purchase details shown in the authorized checkout interface and confirmed by the payment receipt/invoice/confirmation.
1.12. “Business Day” means a day (other than Saturday, Sunday or a public holiday) on which banks are generally open for business in Hong Kong.
1.13. “HKT” means Hong Kong Time (UTC+8).
1.14. “Customer Content” means any information the Customer shares during or in connection with the Session, including case descriptions, answers, uploads and communications.
1.15. “Third-Party Personal Data” means any personal data relating to any person other than the Customer (including the Customer’s clients) that could identify them directly or indirectly.
1.16. “Session Data” means any content and metadata related to Sessions, including audio, video, screen content, chat, participant lists, transcripts, summaries, notes, timestamps and logs.
1.17. “Derived Data” means any data created from Customer Content and/or Session Data, such as transcripts, translations, summaries, tags, embeddings, scores, classifications, profiles, analytics outputs and benchmarking indicators.
1.18. “Artificial Intelligence Systems” means any machine-learning, statistical, automated or generative tools used for processing, analysis, creation or improvement of Derived Data and related outputs.
1.19. “Profiling” and “Scoring” mean systematic classification, benchmarking indicators, tagging and/or “traffic-light” ratings used for personalisation, matching, risk management and quality assurance. Profiling/Scoring under this Offer is not credit scoring or banking-style financial assessment.
1.20. “Target Audience” means practitioners and audiences relevant to the Contractor’s professional education and informational services, including (without limitation) coaches, psychologists, trainers, HR specialists, and business/entrepreneurial audiences related to soft skills, certification/credentialing, or business growth.
1.21. “Competing Scalable Product/Activity” means any scalable offering, activity or involvement (paid or free; online or offline; direct or indirect) targeting the Target Audience, that is the same as, substantially similar to, or reasonably regarded as competing with the Services and/or the Contractor’s offerings. This includes, without limitation:
(a) Educational Formats: scalable online courses, training programs, specializations, workshops, webinars, cohorts or intensives;
(b) Support Formats: supervision, mentoring/mentor coaching, masterminds, group coaching, trainings or retreat programs;
(c) Community Formats: subscription-based communities, clubs, membership sites or similar memberships;
(d) Technology: AI-based solutions, chatbots, tools or platforms targeting the Target Audience (regardless of whether features are identical);
(e) Methodology: products using client profiling, personalised learning tracks, competency-based assessment or similar evaluation methodologies;
(f) Invisible Involvement: ghostwriting, behind-the-scenes methodological support, or advising/supporting competitors;
(g) Other: any similar activity where a person’s involvement contributes to brand awareness, scalability, or commercial success of a competitor.
1.22. “Competing Services” means Services and/or Competing Scalable Product/Activity that are the same as, substantially similar to, or reasonably regarded as competing with the Services and/or the Contractor’s offerings, including any offering created using, derived from, based on, or substantially replicating the Contractor’s materials, methodologies, Session structure, evaluation approach, scoring schemas, Derived Data outputs, or other proprietary elements.
1.23. “Personal Data” means any information relating to an identified or identifiable natural person (including the Customer).
2. SUBJECT AND NATURE OF SERVICES
2.1. The Contractor provides the Customer with the Services (one Consultation Session as shown in the Checkout Confirmation, unless the Checkout Confirmation specifies more than one Consultation Session), and the Customer pays the applicable fee.
2.2. Minimum volume. Unless explicitly stated otherwise in the Checkout Confirmation, the minimum volume is sixty (60) minutes of live online interaction per Consultation Session.
2.3. The Services are informational and advisory in nature. The Customer bears sole and full responsibility for any commercial, financial, personnel, legal or other decisions taken or not taken on the basis of, or in connection with, information received during the Consultation Session. The Contractor does not guarantee any increase in the Customer’s revenue, profit, number of clients, market share, return on investment, business success, or any other commercial, reputational or financial outcome. The Services are not, and do not substitute for, legal, tax, accounting, audit, investment, financial, medical, psychotherapeutic or any other professional advisory services that, in the relevant jurisdiction, require a professional licence, registration or membership. Any hypotheses, estimates, figures or examples discussed by the Consultant are illustrative only and do not constitute a forecast, promise or warranty.
2.4. The Customer agrees to engage with the Consultant in good faith, with respectful and professional conduct, and in accordance with the Contractor’s Policies.
2.5. The Contractor may engage employees and/or third parties to deliver the Services and remains responsible for their work within the scope of the Services.
2.6. The Services are not a state-accredited academic degree in Hong Kong. The word “University” may be used as a brand/trade name.
2.7. Scope limited to Session duration. The Consultation Session is limited to live discussion within the duration shown in the Checkout Confirmation. The Consultant has no obligation to prepare written deliverables, opinions, business plans, presentations, calculations, analyses of the Customer’s materials before or after the Session, or to respond to Customer questions after the Session ends, unless agreed and paid for separately.
2.8. Topic scope. The Consultant may decline to discuss any topic outside the topic scope agreed at booking, outside the Consultant’s expertise, or any topic that, in the relevant jurisdiction, requires a professional licence, registration or membership, without any right of refund. The Consultant may offer to address such topics in a separately booked Session.
2.9. No advisory relationship. The Services do not create an advisory, fiduciary, partnership, joint venture, agency or employment relationship between the Contractor (or the Consultant) and the Customer. Each Consultation Session is an isolated, one-off interaction; no ongoing advisory or supervisory relationship is implied.
3. ACCEPTANCE; CONTRACT FORM; EVIDENCE; NOTICES
3.1. The Customer accepts this Offer by an explicit affirmative action, including (without limitation): (i) clicking a "Pay", "Accept", "Confirm", "Buy", "Subscribe", "I agree" or analogous button or control presented at checkout or in the acceptance flow; (ii) completing payment through the Contractor’s authorized payment channels (including checkout payment providers); or (iii) any other explicit method of acceptance designated by the Contractor in writing. By such acceptance, the Customer further confirms that, prior to acceptance, the Customer has had a meaningful opportunity to review and has reviewed this Offer, the Checkout Confirmation and the Privacy Notice, which together set out the material terms of the Services.
3.2. This Offer and the Customer’s acceptance constitute a binding agreement. Electronic means of contracting and communication are legally valid.
3.3. No act of services rendered is required. Email correspondence, scheduling confirmations, Platform logs, attendance reports and other system records may serve as evidence of communications and performance.
3.4. Individual Agreement precedence. If the Parties additionally execute an individual agreement or written addendum electronically (“Individual Agreement”), such Individual Agreement shall prevail in case of any discrepancies, and this Offer applies only to the extent it does not contradict the Individual Agreement.
3.5. Notices may be sent by email and/or via another written channel designated by the Contractor. A notice is deemed delivered at the moment of sending, provided the sender has system confirmation of dispatch (where available).
4. FORMAT; SCHEDULING; TIME ZONES; RESCHEDULING; NO-SHOWS; TECHNICAL ISSUES
4.1. The Session is delivered live online via the Platforms. The Customer is responsible for stable internet access and working audio.
Video (camera) may be required by the Contractor for quality and/or identity/safety reasons. If video is required and the Customer refuses to comply, the Contractor may terminate the Session and treat it as a no-show / Session deemed rendered under Section 4.6(d), unless mandatory law requires otherwise.
4.2. Time zones and Prague time convenience.
(a) Scheduling communications may use Europe/Prague time (CET/CEST) by mutual agreement for convenience.
(b) The legally relevant time zone and Session Start must be stated in the Session confirmation. If times are shown in more than one time zone, the time explicitly stated as “Session Start” in the confirmation prevails.
4.3. Scheduling within the Booking Window.
(a) The Customer must request and schedule the Session within the Booking Window.
(b) The Contractor will propose at least three (3) alternative time slots within the Booking Window, subject to Consultant availability.
(c) If the Customer does not respond, the Contractor will send one (1) written reminder within the Booking Window. If the Customer still does not schedule within the Booking Window after such reminder, Section 4.4 applies.
4.4. Failure to schedule. If the Customer does not schedule the Session within the Booking Window despite the Contractor’s actions under Section 4.3, the fee becomes non-refundable as compensation for availability reservation and administrative costs, unless mandatory law requires otherwise. Notwithstanding the foregoing, where the Customer is a consumer entitled to a right of withdrawal under Section 7.8 or under applicable mandatory consumer protection law, such right of withdrawal continues to apply on the conditions set out in Section 7.8 and the applicable law.
4.5. Customer reschedule (one time per Session).
(a) The Customer may reschedule the Session one (1) time by giving at least twenty-four (24) hours’ prior written notice before Session Start.
(b) Reschedule requests made less than 24 hours before Session Start may be refused and are treated as a no-show under Section 4.6.
4.6. Late arrival; no-show; early termination.
(a) If the Customer is late, the Session ends at the scheduled end time and is not extended.
(b) If the Customer is more than fifteen (15) minutes late, the Contractor may treat the Customer as a no-show; the Session is deemed rendered in full and no refund is due, unless mandatory law requires otherwise.
(c) If the Customer fails to attend (no-show), the Session is deemed rendered in full and no refund is due, unless mandatory law requires otherwise.
(d) If the Contractor terminates the Session due to the Customer’s material misconduct, refusal to follow required safety/identity rules, or safety/compliance reasons (Section 9), the Session may be deemed rendered and no refund is due, unless mandatory law requires otherwise.
4.7. Technical issues.
(a) If the Customer’s technical issues prevent participation, the Session is still deemed rendered (including under Section 4.6) unless the Contractor decides otherwise at its discretion.
(b) If the Contractor’s or Platform’s technical issues prevent delivery, the Contractor will reschedule at no extra charge. If rescheduling is not reasonably possible, refunds (if any) are handled under Section 7.6.
4.8. AI transcription and third-party tools prohibited. The Customer shall not use any artificial intelligence systems, transcription tools, agents, note-taking bots, summarisation services, or any third-party services or tools to record, transcribe, analyse, summarise, post-process or otherwise capture or process the content of the Consultation Session, in whole or in part, regardless of whether such tools operate locally on the Customer’s device or via a third-party service. Manual handwritten or typed notes by the Customer for personal use are permitted, but must not be shared with any third party or processed using AI or third-party services without the Contractor’s prior written consent. Breach of this Section 4.8 is a material breach to which the liquidated damages of Section 5.8 apply by analogy (USD 2,000 per incident).
4.9. Consultant unavailability and substitution.
(a) If the originally proposed Consultant becomes unavailable for any reason, the Contractor may substitute another Consultant of equivalent qualification without the Customer’s consent, or reschedule the Consultation Session within the Booking Window or a reasonable extended period.
(b) Where the substitute Consultant lacks expertise materially relevant to the topic of the Consultation Session as agreed at booking, the Customer may, within forty-eight (48) hours of the Contractor’s written notification of the substitution and in any event before Session Start, request: (i) rescheduling to a slot when a Consultant with materially relevant expertise is available; or (ii) a full refund of the amount paid for the affected Consultation Session (without the deduction described in Section 7.2(b)).
(c) The Customer’s failure to send such request within the period in Section 4.9(b) shall be deemed acceptance of the substitute Consultant. Otherwise, substitution does not entitle the Customer to any refund or to terminate this Offer. For the avoidance of doubt, the Customer's general cancellation rights under Section 7.2 (including the deduction under Section 7.2(b)) remain available in respect of the affected Consultation Session, subject to the timing requirements of Section 7.2.
5. RECORDING; DATA PROCESSING (SUMMARY); CONFIDENTIALITY; THIRD-PARTY DATA
5.1. Privacy Notice applies. Processing of personal data is governed by the Privacy Notice, which forms an integral part of this Offer.
5.2. Recording is a condition of participation; Customer recording prohibited.
(a) Contractor recording. Sessions are recorded (audio/video/screen/chat) and the resulting Session Data may be processed for the following purposes (each of which the Customer expressly acknowledges and accepts as a condition of participation):
(i) safety and security, including detection, investigation and response to misconduct, harassment, threats, fraud, or any breach of this Offer or the Policies;
(ii) quality assurance and supervision of the Consultant’s work, including evaluation of the Consultant’s performance, fidelity to the Contractor’s methodology, ethical conduct and adherence to professional standards;
(iii) continuous improvement of the Contractor’s methodology, frameworks, training programmes, materials, products and Services, including identification of patterns, gaps and best practices across Consultation Sessions;
(iv) internal training of staff, Consultants and Trainers, including the use of anonymised excerpts of Consultation Sessions for educational and training purposes;
(v) record-keeping, dispute resolution, regulatory compliance and the establishment, exercise or defence of legal claims;
(vi) processing using Artificial Intelligence Systems for any of the above purposes, including transcription, summarisation, classification, analytics, embeddings, scoring and benchmarking. Where the Contractor uses Artificial Intelligence Systems, the Contractor implements reasonable contractual, organisational and technical safeguards intended to protect the confidentiality of the Customer’s information, including (where applicable and commercially available): contractual prohibitions on use of inputs and outputs to train third-party vendors’ models, data processing agreements with vendors, access controls and authentication, encryption in transit, de-identification or minimisation of inputs where feasible, logging and vendor due diligence. The Contractor does not warrant that any safeguard is absolute or that any AI vendor eliminates all risk; processing using Artificial Intelligence Systems is performed in line with the Privacy Notice.
(b) Customer recording prohibited. The Customer must not record, screenshot, screen-capture, stream, or otherwise capture any non-public part of the Session, including audio, video, chat, screen content, participant identity, or materials, except where expressly permitted in writing by the Contractor and where all required third-party consents are obtained.
(c) Recording access by default. Recordings and related artefacts are confidential internal records and are not provided to the Customer by default. Recording access may be provided only if (i) required by mandatory law, or (ii) expressly stated in the Checkout Confirmation, or (iii) expressly agreed by the Contractor in writing.
If Recording access is provided, it is provided for personal use only, is non-transferable, must not be shared with any third party, may be time-limited, and may be revoked if the Customer breaches this Offer or the Policies.
(d) Consent where required. Where applicable law requires separate consent for recording or certain processing, the Contractor will request such consent. If the Customer does not provide the required consent, the Contractor may decline to provide the Session and treat this as the Customer’s cancellation; refunds (if any) are governed by Section 7, unless mandatory law requires otherwise.
(e) No sharing of Recording access. If Recording access is provided, the Customer must not share links, files, credentials or any access method with any third party. Any such sharing is a material breach and may result in immediate revocation of access, termination and no refund, to the maximum extent permitted by law.
5.3. Data processing purposes (expanded summary; aligned with Privacy Notice).
The Contractor may collect, use, disclose, transfer, store and otherwise process Personal Data in connection with the Services, including Customer Content, technical/usage data, and Session Data, and may generate Derived Data.
Processing may be performed with automated and AI-assisted tools (“Artificial Intelligence Systems”) for purposes including:
- service delivery and administration (scheduling, delivery, support, communications);
- quality assurance, supervision/oversight of Consultants, internal training and improvement of methodology and content;
- safety, security and fraud prevention; incident investigation;
- compliance and dispute handling; record-keeping and legal claims;
- analytics, research and controlled experiments (e.g., A/B testing) and improvement of the Contractor’s website, Platforms and Services;
- development, training, fine-tuning, validation, evaluation and benchmarking of the Contractor’s AI systems, analytics methods and scoring schemas to the maximum extent permitted by law, using de-identified/aggregated data where feasible and appropriate.
Profiling/Scoring outputs are not medical, psychotherapeutic or clinical services and are not used for credit scoring or banking-style assessment.
Where applicable law requires, materially adverse decisions that significantly affect the Customer will not be based solely on automated processing and may involve human review.
Marketing uses (if any) require consent where required and include opt-out mechanisms, as described in the Privacy Notice.
5.4. Sharing, recipients and access (summary aligned with Privacy Notice).
The Contractor may share Personal Data on a need-to-know basis with:
(a) Consultants, moderators, staff and contractors involved in delivering/supporting the Services under confidentiality;
(b) service providers acting on the Contractor’s instructions, such as hosting and cloud storage, platform providers, communications and customer support tools, CRM tools, analytics providers, transcription providers, AI systems providers, video conferencing/webinar/scheduling tools, and payment processors;
(c) professional advisers (lawyers, accountants, auditors) where necessary;
(d) advertising/analytics partners (e.g., Google/Meta technologies) for analytics/remarketing subject to settings/consents, as described in the Privacy Notice;
(e) authorities or third parties where required by law/court order or to protect rights and safety; and successors/affiliates in corporate reorganisation, merger, acquisition or asset sale, subject to safeguards.
The Contractor does not disclose Personal Data to third parties for their own direct marketing purposes and does not sell Personal Data as a standalone business model, as described in the Privacy Notice.
5.5. International transfers; retention; security (summary).
(a) International transfers may occur because the Contractor uses global service providers; appropriate safeguards are used as described in the Privacy Notice.
(b) Retention: Personal Data is retained as long as necessary for the purposes described, and may be retained longer for security, fraud prevention, compliance, disputes, legal claims, or where irreversibly anonymised/de-identified.
(c) Security: the Contractor implements reasonable organisational and technical measures (access controls, authentication, encryption in transit where available, logging/monitoring, malware protection, backups, incident response). No method of transmission/storage is fully secure.
5.6. Customer rights and requests are governed by the Privacy Notice and applicable law. Requests may require identity verification.
5.7. Third-party data; Customer responsibility (critical).
(a) The Customer may discuss during the Consultation Session matters of the Customer’s professional and commercial activity, including matters that involve information about third parties (employees, partners, clients, contractors, competitors and other persons), to the extent reasonably necessary to obtain meaningful consultation.
(b) The Customer represents and warrants that the Customer has all lawful rights to disclose such information to the Contractor and the Consultant, that such disclosure does not breach any non-disclosure agreement, employment obligation, fiduciary duty, professional secrecy obligation, applicable data protection law, or any other obligation owed by the Customer to any third party.
(c) The Customer shall minimise direct identifiers (full names, contact details, unique identifiers) where not strictly necessary, and shall avoid disclosing sensitive/special-category data (health, biometric, political, religious, sexual life or similar) unless strictly necessary and lawful.
(d) The Customer acknowledges that recordings and Session Data may be accessed and processed by the recipient categories described in this Offer and the Privacy Notice (including the Consultant, staff/contractors and service providers). The Customer is solely responsible for ensuring lawful basis and any required consents/permissions for any Personal Data (the Customer’s own or third parties’) disclosed during the Session, including for recording, storage, review, AI-assisted processing, cross-border transfers and retention as described in this Offer and the Privacy Notice. This is not the Contractor’s responsibility, and the Contractor does not verify and is not obliged to verify the Customer’s right to disclose.
(e) The Customer shall indemnify and hold harmless the Contractor and the Consultant from any third-party claims, losses, reasonable legal fees, penalties or expenses arising from the Customer’s breach of this Section 5.7, unless prohibited by mandatory law.
5.8. Material breach; liquidated damages (not a penalty).
(a) Any breach of Section 5.2(b) or 5.2(e) (Customer recording/capture and/or sharing Recording access) and/or unauthorised disclosure or publication of Session content is a material breach.
(b) In case of such breach, the Customer shall pay liquidated damages (not a penalty) of USD 2,000 per incident as a genuine pre-estimate of losses (including enforcement, reputational and compliance costs), and the Contractor may seek injunctive relief and additional damages where permitted by law.
5.9. Confidentiality of the one-to-one Session.
(a) The Contractor and the Consultant will take reasonable steps to treat Customer Content and Session discussions as confidential, subject to the Privacy Notice, legal obligations, safety/security needs, quality assurance, supervision/oversight of Consultants, record-keeping and dispute resolution.
(b) The Customer shall keep confidential any non-public information received from the Contractor or the Consultant, including materials, methodologies, templates, Session structure, and any feedback or evaluations provided, and shall not disclose it to third parties.
(c) The Contractor may seek injunctive relief for breach of this Section 5.9, to the maximum extent permitted by law.
5.10. Anonymised use of insights for educational and marketing purposes. The Contractor may use anonymised, non-identifying patterns, observations and general insights derived from Consultation Sessions for educational, training, methodological and marketing purposes, including in the Contractor’s content, programmes and materials, without separate consent and without compensation, provided that no information disclosed identifies the Customer or any third party. Use of any identifying details (Customer’s name, image, voice, recordings, or specific identifying business details) for marketing or external publication requires the Customer’s separate explicit written consent.
6. FEES AND PAYMENT
6.1. Payment method: lump sum (one-time payment).
6.2. Checkout Confirmation prevails. The definitive price, currency, Session Type and payment details are those shown in the Checkout Confirmation. In case of discrepancy, the Checkout Confirmation prevails. Unless explicitly stated otherwise in the Checkout Confirmation, prices are inclusive of all applicable taxes payable by the Contractor in Hong Kong; any taxes (including VAT/GST/sales tax/withholding) payable by the Customer in the Customer's jurisdiction are the Customer's responsibility under Section 14.9.
6.3. Payment is deemed completed when the funds are credited to the Contractor’s account (or to the account of its authorized payment provider).
6.4. Customer’s bank instalments/credit/BNPL. If the Customer uses any instalment/credit/BNPL product, such arrangement is solely between the Customer and the bank/provider. The Contractor is not a party to such arrangement.
7. RESCHEDULES, CANCELLATION AND REFUNDS; CHARGEBACKS
7.1. Customer reschedule (>=24h) is governed by Section 4.5.
7.2. Customer cancellation and refund (>=24h).
(a) The Customer may cancel by giving at least twenty-four (24) hours’ prior written notice before Session Start.
(b) In such case, the Contractor refunds the amount paid, less a fixed deduction equal to thirteen percent (13%) of the amount paid by the Customer to cover taxes and transaction/administrative costs incurred in receiving payment and processing the refund, unless mandatory law requires otherwise.
7.3. Late cancellation (<24h) / no-show: no refund. Cancellations made less than 24 hours before Session Start are treated as a no-show and are non-refundable, unless mandatory law requires otherwise.
7.4. Unscheduled Sessions (before booking).
(a) If the Session has not yet been scheduled, the Customer may request cancellation and a refund within the Booking Window.
(b) The refund is processed under Section 7.2(b). After the Booking Window expires, refunds are not available under Section 4.4, unless mandatory law requires otherwise.
7.5. Refund procedure.
(a) Refund requests must be sent from the payer’s email used in payment and include proof of payment and reasonable identity verification.
(b) Processing time: at least fifteen (15) and no later than thirty (30) calendar days from receipt of a complete request, unless mandatory law requires otherwise.
(c) Refunds are made to the original payment instrument where technically possible.
7.6. Contractor cancellation before Session Start: 100% refund.
If the Contractor cancels the Session and cannot reasonably reschedule within thirty (30) calendar days (or another period agreed in writing), the Customer may request a 100% refund of the amount paid for that Session (no 13% deduction), unless mandatory law requires otherwise.
7.7. Chargebacks and payment disputes.
(a) If the Customer initiates a chargeback, reversal or payment dispute after receiving the Service (including where the Session is deemed rendered under Section 4.6), this constitutes a material breach.
(b) The Contractor may provide evidence (including logs and correspondence) to the payment provider and may suspend any further services/communications pending investigation until the dispute is resolved.
(c) To the maximum extent permitted by law, if the chargeback/payment dispute is resolved in the Contractor’s favour or is withdrawn by the Customer, the Customer shall reimburse the Contractor for reasonable chargeback/dispute fees and costs incurred in connection with such dispute.
7.8. Right of withdrawal under EU/UK consumer law; express request for immediate performance.
(a) Where the Customer is a consumer to whom Directive 2011/83/EU of the European Parliament and of the Council on consumer rights (or an analogous national law of an EU/EEA member state, the United Kingdom or any other applicable jurisdiction) applies, the Customer may have a statutory right of withdrawal of fourteen (14) calendar days from the conclusion of this Offer (the “Withdrawal Period”).
(b) By scheduling the Consultation Session, by attending the Consultation Session, or by requesting the Contractor to begin delivery of the Services within the Withdrawal Period, the Customer expressly requests the Contractor to begin performance of the Services before the end of the Withdrawal Period.
(c) The Customer expressly acknowledges and confirms that, once the Services are fully performed in accordance with the Customer’s express request under Section 7.8(b), the Customer loses the right of withdrawal under Directive 2011/83/EU and any analogous applicable consumer protection law.
(d) If the Customer cancels within the Withdrawal Period before any performance has begun, the Customer is entitled to a refund under Section 7.2(b), subject to applicable mandatory consumer protection law.
(e) Mandatory consumer protection law of the Customer’s habitual residence (where applicable) prevails over this Section 7.8 to the extent it cannot be derogated from by agreement.
8. INTELLECTUAL PROPERTY; NO SHARING; NON-SOLICITATION; NON-CIRCUMVENTION; NO COMPETING USE
8.1. All intellectual property rights in the Contractor’s materials, methodologies, templates and any content provided by the Contractor or Consultant (excluding Customer Content) belong to the Contractor (or its licensors).
8.2. The Customer receives a limited, non-transferable, non-exclusive licence for personal professional development use only. The Customer must not copy, publish, distribute, sell, sublicense, train AI models on, or create derivative works from Contractor materials without prior written permission.
8.3. No sharing. The Customer must not share Session links, access details, or any materials with third parties.
8.4. Non-solicitation / non-circumvention of Consultants and Contractor personnel (no exceptions).
During the term and twelve (12) months after termination, the Customer shall not directly or indirectly engage, hire, contract with, or otherwise obtain services from the Consultant and/or the Contractor’s staff/contractors involved in the Services in circumvention of the Contractor, in relation to Competing Services, without the Contractor’s prior written consent.
Liquidated damages (not a penalty): USD 2,000 per instance. The Contractor may also seek injunctive relief and additional damages where permitted by law.
8.5. No solicitation of Contractor customers, leads, participants, or community members.
During the term and twelve (12) months after termination, the Customer shall not solicit, induce, divert, attempt to divert, or offer/provide Competing Services to any customer, prospective customer, lead, participant, or community member of the Contractor, where the Customer became aware of such person through the Contractor directly or indirectly (including via any Contractor course, program, event, community, platform, Session, Recording access, or communication), without the Contractor’s prior written consent.
Liquidated damages (not a penalty): USD 5,000 per instance. The Contractor may also seek injunctive relief and additional damages where permitted by law.
8.6. No competing programs/products based on Contractor IP; restricted competing scalable activity using Contractor elements.
The Customer shall not copy, publish, distribute, sell, sublicense, market, create, launch, or contribute to the growth of any Competing Services or any Competing Scalable Product/Activity where such competing offering is created using, derived from, based on, or substantially replicates the Contractor’s materials, methodologies, templates, Session structure, evaluation approach, scoring schemas, Derived Data outputs, or other proprietary elements.
In case of breach, the Customer shall pay liquidated damages (not a penalty) of USD 20,000, and the Contractor may seek injunctive relief and additional damages where permitted by law.
8.7. Attribution and representation restrictions.
The Customer shall not, directly or indirectly, in any public or commercial communication (including marketing materials, case studies, social media posts, investor presentations, websites, press releases, books, articles, podcasts or any similar channel):
(a) state, imply, suggest or allow others to infer that any commercial, financial, personnel, legal, product, strategic or other decision of the Customer was made by, recommended by, approved by, endorsed by or developed jointly with the Contractor or the Consultant;
(b) state, imply or suggest the existence of any ongoing advisory, consultative, partnership, mentor, supervisor, coach or fiduciary relationship between the Customer and the Contractor or the Consultant beyond the specific Consultation Session(s) actually delivered on specific dates;
(c) use the Contractor’s name, trade name, logo, the Consultant’s name, image, voice or any associated trade marks for the Customer’s marketing or commercial purposes.
Any reference must be limited to a factually accurate statement that the Customer received a one-off Consultation on a specific date, and only with the Contractor’s prior written consent.
Liquidated damages (not a penalty): USD 3,000 per instance. The Contractor may also seek injunctive relief and additional damages where permitted by law.
9. SAFETY; CODE OF CONDUCT; CONTRACTOR TERMINATION/SUSPENSION
9.1. The Customer must comply with the Policies and maintain respectful conduct. Harassment, threats, hate, unlawful content, recording attempts, sharing Recording access, use of AI transcription or third-party tools in breach of Section 4.8, or other material misconduct constitute a material breach.
9.2. The Contractor may suspend communications and/or terminate the agreement and/or stop the Session immediately for safety/compliance reasons (including pending investigation). In such case, the Session may be deemed rendered and no refund is due, unless mandatory law requires otherwise.
10. COMPLAINTS (GRIEVANCE) PROCEDURE — CONDITION PRECEDENT
10.1. The Customer shall first attempt to resolve any issue directly with the Consultant/manager.
10.2. If unresolved, the Customer must submit a written complaint within seven (7) calendar days of the issue arising by emailing ecu.education.manager@gmail.com or using the official form if published: https://forms.gle/XyAjhtNZgg3Yv8vMA.
10.3. The Contractor reviews the complaint within fourteen (14) calendar days.
10.4. Appeals must be submitted within an additional fourteen (14) calendar days from the response.
10.5. The Customer’s right to initiate any lawsuit or other legal proceedings against the Contractor arises and may be exercised only after: (i) the Customer’s prior submission of a written complaint in compliance with Section 10.2, addressed to the email ecu.education.manager@gmail.com or, where and when published by the Contractor, submitted via the official complaint form; AND (ii) the Contractor’s written response to such complaint, OR the lapse of the response period set out in Section 10.3 without the Contractor’s response; AND (iii) where the Customer files an appeal under Section 10.4, the Contractor’s written response to such appeal or the lapse of the appeal response period without the Contractor’s response. Completion of this internal grievance and appeal procedure as set out in this Section 10 is a mandatory condition precedent to filing any lawsuit or initiating legal proceedings against the Contractor, unless mandatory law prohibits such limitation. A complaint submitted through any channel other than the email address or official form specified in Section 10.2 shall not constitute compliance with this condition precedent.
10.6. Costs of premature legal action. If the Customer initiates any lawsuit or other legal proceedings against the Contractor without first complying with the condition precedent set out in Section 10.5, the Customer shall reimburse the Contractor for all reasonable legal costs and expenses incurred by the Contractor in raising and establishing such non-compliance, to the maximum extent permitted by applicable law.
11. LIABILITY; DISCLAIMERS
11.1. No guarantee of results. The Services are not medical, psychotherapeutic, psychological counselling, coaching, mentoring, supervision, legal, tax, accounting, audit, investment, financial or any other regulated advisory service. The Contractor and the Consultant make no representation or warranty as to the accuracy, completeness, suitability or fitness for any particular purpose of any information shared during the Consultation Session. Any decision made by the Customer is the Customer’s sole responsibility.
11.2. To the maximum extent permitted by applicable law, the Contractor’s aggregate liability shall not exceed the amount actually paid by the Customer for the Session. The Contractor shall not be liable for indirect, punitive or consequential damages.
11.3. Nothing limits liability that cannot be excluded or limited under applicable law.
11.4. No liability for commercial losses. To the maximum extent permitted by applicable law, the Contractor shall in no event be liable for any commercial losses of the Customer, lost profits, lost revenue, missed business opportunities, reputational harm, business interruption, loss of goodwill, devaluation of business, adverse market or regulatory changes, acts or omissions of third parties, or any indirect, special, punitive, exemplary or consequential damages, whether or not the Contractor was advised of the possibility of such damages.
11.5. Limitation period. To the maximum extent permitted by applicable law, any claim by the Customer arising out of or in connection with this Offer or the Services must be brought within twelve (12) months from the date the cause of action arose, after which the claim is irrevocably barred. Any longer mandatory limitation period prescribed by applicable law that cannot be contractually shortened applies instead.
11.6. Survival. Sections 5 (Recording; Data; Confidentiality; Third-Party Data), 7 (Refunds; Chargebacks), 8 (IP; Non-Solicitation; Non-Circumvention; No Competing Use), 10 (Grievance), 11 (Liability), 12 (Governing Law; Pre-Trial; Force Majeure), 13 (Marketing; Synthetic Media), Section 14.5 (Assignment), Sections 14.6 through 14.13 (Independent Contractor; Power and Authority; Sanctions and AML; Customer's Tax Obligations; Currency and Refunds; Notices; Non-Exclusivity; No Offset), and any other provisions which by their nature should survive, shall survive termination or expiration of this Offer.
12. GOVERNING LAW; PRE-TRIAL CLAIM; FORCE MAJEURE
12.1. Governing law: Hong Kong. Jurisdiction: non-exclusive courts of Hong Kong, unless mandatory law requires otherwise.
12.2. Pre-trial claim procedure: a written claim by email; response within ten (10) Business Days.
12.3. Force majeure. If performance is prevented by force majeure beyond a Party's reasonable control — including (without limitation) acts of God, war, armed conflict, terrorism, civil unrest, sanctions, embargo, export controls, currency or capital controls, pandemic, epidemic, government or regulatory measures, court orders, banking or payment system failures or restrictions, cyber-attacks, denial-of-service attacks, internet, telecommunications, electricity or other utility outages, and any other event beyond a Party's reasonable control — deadlines are extended for the duration of force majeure. If force majeure continues for more than fifty (50) consecutive calendar days, either Party may terminate; the Contractor refunds the unrendered portion (if any), unless mandatory law requires otherwise.
13. DIRECT MARKETING; PUBLICITY; SYNTHETIC MEDIA
13.1. Direct marketing (where permitted; consent where required) and opt-out mechanisms are governed by the Privacy Notice.
13.2. Publicity/testimonials/marketing use of the Customer’s name, image, voice, or excerpts of recordings requires the Customer’s separate explicit consent, as described in the Privacy Notice.
13.3. The Contractor will not publicly impersonate the Customer or publish synthetic media portraying the Customer (voice cloning/deepfakes) without separate explicit consent specifically covering synthetic media, as described in the Privacy Notice.
14. UPDATES; MISCELLANEOUS
14.1. The Contractor may update this Offer by publishing a new version. A new version applies only to Customers who accept the Offer after the publication date.
14.2. Policies and/or the Privacy Notice may be updated by publication/notice. Unless stated otherwise, updates become effective on the 5th (fifth) calendar day after publication/notice. Updates shall not materially reduce the Customer’s rights.
14.3. Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
14.4. No waiver. Failure to enforce any provision is not a waiver.
14.5. Assignment. The Customer may not assign rights/obligations without the Contractor’s prior written consent. The Contractor may assign the agreement as part of corporate reorganisation/transfer, subject to applicable law.
14.6. Independent contractor; no other relationship. Nothing in this Offer creates an employment, agency, partnership, joint venture, fiduciary or franchise relationship between the Contractor (or any Consultant) and the Customer. Each Party acts as an independent contracting party.
14.7. Age, capacity, power and authority.
(a) The Customer represents and warrants that the Customer is aged eighteen (18) years or older and has full legal capacity, power and authority to enter into and perform this Offer. Misrepresentation of the Customer’s age is a material breach entitling the Contractor to terminate this Offer immediately, treat the Consultation Session (if delivered) as fully rendered, refuse any refund, and pursue any other remedies available to the Contractor.
(b) If the Customer accepts this Offer on behalf of a legal entity or another person, the Customer represents and warrants that the Customer has full authority to bind that entity or person, and the entity or person and the Customer shall be jointly and severally liable for the obligations under this Offer.
14.8. Sanctions and anti-money-laundering compliance. The Customer represents and warrants that: (i) the Customer is not subject to, and is not acting on behalf of any person subject to, any economic, trade or financial sanctions administered by the United Nations, the United States, the European Union, the United Kingdom, Hong Kong or any other applicable authority; (ii) the funds used to pay for the Services are not derived, directly or indirectly, from any unlawful activity or source prohibited by applicable anti-money-laundering and counter-terrorist-financing laws; (iii) the Customer’s acceptance and performance of this Offer do not violate any sanctions or AML regime applicable to the Customer. The Contractor may refuse to provide the Services, suspend or terminate this Offer, and report to relevant authorities, where in good faith the Contractor believes any of these warranties to be incorrect, without any liability to the Customer.
14.9. Customer’s tax obligations. The Customer is solely responsible for any taxes, levies, duties or charges arising in the Customer’s jurisdiction in connection with the receipt of the Services. The Contractor does not withhold and is not responsible for declaring, withholding or remitting any taxes of the Customer.
14.10. Currency and refunds. Refunds are made in the same currency in which the original payment was received and in the same nominal amount in that currency (subject to the deductions described in Section 7). Any exchange rate differences, conversion fees, bank fees or transfer fees incurred when the refund is converted to or received in any other currency are borne by the Customer.
14.11. Notices. The official communication and notice channel of the Contractor is the email ecu.education.manager@gmail.com and any other written channel explicitly designated by the Contractor in writing. Notices, requests and communications sent through any other channel (including direct messages on social networks, third-party messengers not designated by the Contractor, or comments on public posts) shall not be considered effective notices for the purposes of this Offer.
14.12. Non-exclusivity; no conflict of interest. The Contractor and any Consultant may provide the same or similar Services to other Customers, including Customers operating in the same market segment, geography or competitive space as the Customer. Such activity does not constitute a conflict of interest and does not give rise to any claim by the Customer or any obligation of exclusivity or non-competition on the part of the Contractor or the Consultant.
14.13. No offset. The Customer may not withhold, set off, deduct, or otherwise offset any payment due to the Contractor against any actual or alleged claim by the Customer against the Contractor.
15. CONTRACTOR DETAILS
ECU Limited (Reg. No. 76667088)
Unit B, 11/F Yam Tze Commercial Building, 23 Thomson Road, Wan Chai, Hong Kong
Email: ecu.education.manager@gmail.com
Public Offer / Terms of Service for the Provision of Informational Services in the Form of One-to-One Professional Consultations
(Individual Consultations)
Contractor (Company): ECU Limited,
Unit B, 11/F Yam Tze Commercial Building, 23 Thomson Road, Wan Chai, Hong Kong (Reg. No. 76667088)
Contact email (including privacy requests and complaints): ecu.education.manager@gmail.com
Effective date: 07.05.26
Last updated: 07.05.26 (if applicable)
This Public Offer (the “Offer”) constitutes an offer to any legally capable individual aged eighteen (18) years or older (the “Customer”) to enter into a legally binding agreement with ECU Limited (the “Contractor”) for the provision of informational services in the form of one-to-one professional online consultations (the “Services”) on the terms set out below.
The English version prevails. Any translations are provided for convenience only.
By accepting this Offer, the Customer confirms that they have read, understood and unconditionally agree to:
(i) this Offer; (ii) the Policies; and (iii) the Privacy Notice referenced herein.
1. DEFINITIONS
1.1. “Session” means one live online one-to-one meeting delivered via the Platforms.
1.2. “Session Type” means the type of the Session selected by the Customer and shown in the Checkout Confirmation, namely: “Consultation Session”.
1.3. “Consultation Session” means an individual online live session with the Contractor’s Consultant, aimed at discussing the Customer’s professional, methodological, organizational, educational, commercial or other practical questions within the Consultant’s expertise. A Consultation Session is not Mentor Coaching (within the meaning of ICF standards), not coaching, not psychotherapy, not psychological counselling, not legal, tax, accounting, audit, investment, financial, medical or any other regulated advisory service requiring a license, registration or membership in any applicable jurisdiction. The Consultation Session is informational and advisory only.
1.4. “Consultant” means the person engaged by the Contractor to deliver the Consultation Session, including (without limitation) Trainers of the Contractor’s training programmes and other experts engaged by the Contractor. The Consultant is intended to hold demonstrable practical expertise relevant to the topic of the specific Consultation Session, in an area determined by the Contractor at its sole discretion. The required expertise may vary depending on the topic of the Consultation Session and is determined by the Contractor on a case-by-case basis. The Customer acknowledges that the Contractor is not obliged to provide formal credentials, certifications or licences of the Consultant beyond those (if any) required by mandatory law for the type of consultation actually delivered. The Contractor may replace the Consultant with another Consultant of equivalent qualification at any time, including before or during the Booking Window, without the Customer’s consent and without any right to refund.
1.5. “Platforms” means any online tools designated by the Contractor for delivery of the Services, including (without limitation) video conferencing, communication and collaboration tools.
1.6. “Session Date” means the scheduled date and time of the Session confirmed by email (or another written channel designated by the Contractor).
1.7. “Session Start” means the scheduled start time of the Session Date in the time zone stated in the Session confirmation. If no time zone is stated, HKT applies. The Customer joining late does not shift Session Start.
1.8. “Booking Window” means the period during which the Customer must schedule the Session. Unless explicitly stated otherwise in the Checkout Confirmation, the Booking Window is fourteen (14) calendar days from the moment payment is credited under Section 6.3.
1.9. “Policies” means the Contractor’s policies and rules published on the Contractor’s website and/or communicated by email and/or via the Platform(s), including (without limitation) code of conduct, recording rules, rescheduling/no-show rules, accessibility and non-discrimination rules, and the complaint (grievance) procedure. Policies link: https://european-coaching.university/philosophy_politics.
1.10. “Privacy Notice” means the Contractor’s privacy notice published at: https://european-coaching.university/privacy_policy. The Privacy Notice forms an integral part of this Offer.
1.11. “Checkout Confirmation” means the definitive price, currency, taxes/fees (if any), the Session Type, and other key purchase details shown in the authorized checkout interface and confirmed by the payment receipt/invoice/confirmation.
1.12. “Business Day” means a day (other than Saturday, Sunday or a public holiday) on which banks are generally open for business in Hong Kong.
1.13. “HKT” means Hong Kong Time (UTC+8).
1.14. “Customer Content” means any information the Customer shares during or in connection with the Session, including case descriptions, answers, uploads and communications.
1.15. “Third-Party Personal Data” means any personal data relating to any person other than the Customer (including the Customer’s clients) that could identify them directly or indirectly.
1.16. “Session Data” means any content and metadata related to Sessions, including audio, video, screen content, chat, participant lists, transcripts, summaries, notes, timestamps and logs.
1.17. “Derived Data” means any data created from Customer Content and/or Session Data, such as transcripts, translations, summaries, tags, embeddings, scores, classifications, profiles, analytics outputs and benchmarking indicators.
1.18. “Artificial Intelligence Systems” means any machine-learning, statistical, automated or generative tools used for processing, analysis, creation or improvement of Derived Data and related outputs.
1.19. “Profiling” and “Scoring” mean systematic classification, benchmarking indicators, tagging and/or “traffic-light” ratings used for personalisation, matching, risk management and quality assurance. Profiling/Scoring under this Offer is not credit scoring or banking-style financial assessment.
1.20. “Target Audience” means practitioners and audiences relevant to the Contractor’s professional education and informational services, including (without limitation) coaches, psychologists, trainers, HR specialists, and business/entrepreneurial audiences related to soft skills, certification/credentialing, or business growth.
1.21. “Competing Scalable Product/Activity” means any scalable offering, activity or involvement (paid or free; online or offline; direct or indirect) targeting the Target Audience, that is the same as, substantially similar to, or reasonably regarded as competing with the Services and/or the Contractor’s offerings. This includes, without limitation:
(a) Educational Formats: scalable online courses, training programs, specializations, workshops, webinars, cohorts or intensives;
(b) Support Formats: supervision, mentoring/mentor coaching, masterminds, group coaching, trainings or retreat programs;
(c) Community Formats: subscription-based communities, clubs, membership sites or similar memberships;
(d) Technology: AI-based solutions, chatbots, tools or platforms targeting the Target Audience (regardless of whether features are identical);
(e) Methodology: products using client profiling, personalised learning tracks, competency-based assessment or similar evaluation methodologies;
(f) Invisible Involvement: ghostwriting, behind-the-scenes methodological support, or advising/supporting competitors;
(g) Other: any similar activity where a person’s involvement contributes to brand awareness, scalability, or commercial success of a competitor.
1.22. “Competing Services” means Services and/or Competing Scalable Product/Activity that are the same as, substantially similar to, or reasonably regarded as competing with the Services and/or the Contractor’s offerings, including any offering created using, derived from, based on, or substantially replicating the Contractor’s materials, methodologies, Session structure, evaluation approach, scoring schemas, Derived Data outputs, or other proprietary elements.
1.23. “Personal Data” means any information relating to an identified or identifiable natural person (including the Customer).
2. SUBJECT AND NATURE OF SERVICES
2.1. The Contractor provides the Customer with the Services (one Consultation Session as shown in the Checkout Confirmation, unless the Checkout Confirmation specifies more than one Consultation Session), and the Customer pays the applicable fee.
2.2. Minimum volume. Unless explicitly stated otherwise in the Checkout Confirmation, the minimum volume is sixty (60) minutes of live online interaction per Consultation Session.
2.3. The Services are informational and advisory in nature. The Customer bears sole and full responsibility for any commercial, financial, personnel, legal or other decisions taken or not taken on the basis of, or in connection with, information received during the Consultation Session. The Contractor does not guarantee any increase in the Customer’s revenue, profit, number of clients, market share, return on investment, business success, or any other commercial, reputational or financial outcome. The Services are not, and do not substitute for, legal, tax, accounting, audit, investment, financial, medical, psychotherapeutic or any other professional advisory services that, in the relevant jurisdiction, require a professional licence, registration or membership. Any hypotheses, estimates, figures or examples discussed by the Consultant are illustrative only and do not constitute a forecast, promise or warranty.
2.4. The Customer agrees to engage with the Consultant in good faith, with respectful and professional conduct, and in accordance with the Contractor’s Policies.
2.5. The Contractor may engage employees and/or third parties to deliver the Services and remains responsible for their work within the scope of the Services.
2.6. The Services are not a state-accredited academic degree in Hong Kong. The word “University” may be used as a brand/trade name.
2.7. Scope limited to Session duration. The Consultation Session is limited to live discussion within the duration shown in the Checkout Confirmation. The Consultant has no obligation to prepare written deliverables, opinions, business plans, presentations, calculations, analyses of the Customer’s materials before or after the Session, or to respond to Customer questions after the Session ends, unless agreed and paid for separately.
2.8. Topic scope. The Consultant may decline to discuss any topic outside the topic scope agreed at booking, outside the Consultant’s expertise, or any topic that, in the relevant jurisdiction, requires a professional licence, registration or membership, without any right of refund. The Consultant may offer to address such topics in a separately booked Session.
2.9. No advisory relationship. The Services do not create an advisory, fiduciary, partnership, joint venture, agency or employment relationship between the Contractor (or the Consultant) and the Customer. Each Consultation Session is an isolated, one-off interaction; no ongoing advisory or supervisory relationship is implied.
3. ACCEPTANCE; CONTRACT FORM; EVIDENCE; NOTICES
3.1. The Customer accepts this Offer by an explicit affirmative action, including (without limitation): (i) clicking a "Pay", "Accept", "Confirm", "Buy", "Subscribe", "I agree" or analogous button or control presented at checkout or in the acceptance flow; (ii) completing payment through the Contractor’s authorized payment channels (including checkout payment providers); or (iii) any other explicit method of acceptance designated by the Contractor in writing. By such acceptance, the Customer further confirms that, prior to acceptance, the Customer has had a meaningful opportunity to review and has reviewed this Offer, the Checkout Confirmation and the Privacy Notice, which together set out the material terms of the Services.
3.2. This Offer and the Customer’s acceptance constitute a binding agreement. Electronic means of contracting and communication are legally valid.
3.3. No act of services rendered is required. Email correspondence, scheduling confirmations, Platform logs, attendance reports and other system records may serve as evidence of communications and performance.
3.4. Individual Agreement precedence. If the Parties additionally execute an individual agreement or written addendum electronically (“Individual Agreement”), such Individual Agreement shall prevail in case of any discrepancies, and this Offer applies only to the extent it does not contradict the Individual Agreement.
3.5. Notices may be sent by email and/or via another written channel designated by the Contractor. A notice is deemed delivered at the moment of sending, provided the sender has system confirmation of dispatch (where available).
4. FORMAT; SCHEDULING; TIME ZONES; RESCHEDULING; NO-SHOWS; TECHNICAL ISSUES
4.1. The Session is delivered live online via the Platforms. The Customer is responsible for stable internet access and working audio.
Video (camera) may be required by the Contractor for quality and/or identity/safety reasons. If video is required and the Customer refuses to comply, the Contractor may terminate the Session and treat it as a no-show / Session deemed rendered under Section 4.6(d), unless mandatory law requires otherwise.
4.2. Time zones and Prague time convenience.
(a) Scheduling communications may use Europe/Prague time (CET/CEST) by mutual agreement for convenience.
(b) The legally relevant time zone and Session Start must be stated in the Session confirmation. If times are shown in more than one time zone, the time explicitly stated as “Session Start” in the confirmation prevails.
4.3. Scheduling within the Booking Window.
(a) The Customer must request and schedule the Session within the Booking Window.
(b) The Contractor will propose at least three (3) alternative time slots within the Booking Window, subject to Consultant availability.
(c) If the Customer does not respond, the Contractor will send one (1) written reminder within the Booking Window. If the Customer still does not schedule within the Booking Window after such reminder, Section 4.4 applies.
4.4. Failure to schedule. If the Customer does not schedule the Session within the Booking Window despite the Contractor’s actions under Section 4.3, the fee becomes non-refundable as compensation for availability reservation and administrative costs, unless mandatory law requires otherwise. Notwithstanding the foregoing, where the Customer is a consumer entitled to a right of withdrawal under Section 7.8 or under applicable mandatory consumer protection law, such right of withdrawal continues to apply on the conditions set out in Section 7.8 and the applicable law.
4.5. Customer reschedule (one time per Session).
(a) The Customer may reschedule the Session one (1) time by giving at least twenty-four (24) hours’ prior written notice before Session Start.
(b) Reschedule requests made less than 24 hours before Session Start may be refused and are treated as a no-show under Section 4.6.
4.6. Late arrival; no-show; early termination.
(a) If the Customer is late, the Session ends at the scheduled end time and is not extended.
(b) If the Customer is more than fifteen (15) minutes late, the Contractor may treat the Customer as a no-show; the Session is deemed rendered in full and no refund is due, unless mandatory law requires otherwise.
(c) If the Customer fails to attend (no-show), the Session is deemed rendered in full and no refund is due, unless mandatory law requires otherwise.
(d) If the Contractor terminates the Session due to the Customer’s material misconduct, refusal to follow required safety/identity rules, or safety/compliance reasons (Section 9), the Session may be deemed rendered and no refund is due, unless mandatory law requires otherwise.
4.7. Technical issues.
(a) If the Customer’s technical issues prevent participation, the Session is still deemed rendered (including under Section 4.6) unless the Contractor decides otherwise at its discretion.
(b) If the Contractor’s or Platform’s technical issues prevent delivery, the Contractor will reschedule at no extra charge. If rescheduling is not reasonably possible, refunds (if any) are handled under Section 7.6.
4.8. AI transcription and third-party tools prohibited. The Customer shall not use any artificial intelligence systems, transcription tools, agents, note-taking bots, summarisation services, or any third-party services or tools to record, transcribe, analyse, summarise, post-process or otherwise capture or process the content of the Consultation Session, in whole or in part, regardless of whether such tools operate locally on the Customer’s device or via a third-party service. Manual handwritten or typed notes by the Customer for personal use are permitted, but must not be shared with any third party or processed using AI or third-party services without the Contractor’s prior written consent. Breach of this Section 4.8 is a material breach to which the liquidated damages of Section 5.8 apply by analogy (USD 2,000 per incident).
4.9. Consultant unavailability and substitution.
(a) If the originally proposed Consultant becomes unavailable for any reason, the Contractor may substitute another Consultant of equivalent qualification without the Customer’s consent, or reschedule the Consultation Session within the Booking Window or a reasonable extended period.
(b) Where the substitute Consultant lacks expertise materially relevant to the topic of the Consultation Session as agreed at booking, the Customer may, within forty-eight (48) hours of the Contractor’s written notification of the substitution and in any event before Session Start, request: (i) rescheduling to a slot when a Consultant with materially relevant expertise is available; or (ii) a full refund of the amount paid for the affected Consultation Session (without the deduction described in Section 7.2(b)).
(c) The Customer’s failure to send such request within the period in Section 4.9(b) shall be deemed acceptance of the substitute Consultant. Otherwise, substitution does not entitle the Customer to any refund or to terminate this Offer. For the avoidance of doubt, the Customer's general cancellation rights under Section 7.2 (including the deduction under Section 7.2(b)) remain available in respect of the affected Consultation Session, subject to the timing requirements of Section 7.2.
5. RECORDING; DATA PROCESSING (SUMMARY); CONFIDENTIALITY; THIRD-PARTY DATA
5.1. Privacy Notice applies. Processing of personal data is governed by the Privacy Notice, which forms an integral part of this Offer.
5.2. Recording is a condition of participation; Customer recording prohibited.
(a) Contractor recording. Sessions are recorded (audio/video/screen/chat) and the resulting Session Data may be processed for the following purposes (each of which the Customer expressly acknowledges and accepts as a condition of participation):
(i) safety and security, including detection, investigation and response to misconduct, harassment, threats, fraud, or any breach of this Offer or the Policies;
(ii) quality assurance and supervision of the Consultant’s work, including evaluation of the Consultant’s performance, fidelity to the Contractor’s methodology, ethical conduct and adherence to professional standards;
(iii) continuous improvement of the Contractor’s methodology, frameworks, training programmes, materials, products and Services, including identification of patterns, gaps and best practices across Consultation Sessions;
(iv) internal training of staff, Consultants and Trainers, including the use of anonymised excerpts of Consultation Sessions for educational and training purposes;
(v) record-keeping, dispute resolution, regulatory compliance and the establishment, exercise or defence of legal claims;
(vi) processing using Artificial Intelligence Systems for any of the above purposes, including transcription, summarisation, classification, analytics, embeddings, scoring and benchmarking. Where the Contractor uses Artificial Intelligence Systems, the Contractor implements reasonable contractual, organisational and technical safeguards intended to protect the confidentiality of the Customer’s information, including (where applicable and commercially available): contractual prohibitions on use of inputs and outputs to train third-party vendors’ models, data processing agreements with vendors, access controls and authentication, encryption in transit, de-identification or minimisation of inputs where feasible, logging and vendor due diligence. The Contractor does not warrant that any safeguard is absolute or that any AI vendor eliminates all risk; processing using Artificial Intelligence Systems is performed in line with the Privacy Notice.
(b) Customer recording prohibited. The Customer must not record, screenshot, screen-capture, stream, or otherwise capture any non-public part of the Session, including audio, video, chat, screen content, participant identity, or materials, except where expressly permitted in writing by the Contractor and where all required third-party consents are obtained.
(c) Recording access by default. Recordings and related artefacts are confidential internal records and are not provided to the Customer by default. Recording access may be provided only if (i) required by mandatory law, or (ii) expressly stated in the Checkout Confirmation, or (iii) expressly agreed by the Contractor in writing.
If Recording access is provided, it is provided for personal use only, is non-transferable, must not be shared with any third party, may be time-limited, and may be revoked if the Customer breaches this Offer or the Policies.
(d) Consent where required. Where applicable law requires separate consent for recording or certain processing, the Contractor will request such consent. If the Customer does not provide the required consent, the Contractor may decline to provide the Session and treat this as the Customer’s cancellation; refunds (if any) are governed by Section 7, unless mandatory law requires otherwise.
(e) No sharing of Recording access. If Recording access is provided, the Customer must not share links, files, credentials or any access method with any third party. Any such sharing is a material breach and may result in immediate revocation of access, termination and no refund, to the maximum extent permitted by law.
5.3. Data processing purposes (expanded summary; aligned with Privacy Notice).
The Contractor may collect, use, disclose, transfer, store and otherwise process Personal Data in connection with the Services, including Customer Content, technical/usage data, and Session Data, and may generate Derived Data.
Processing may be performed with automated and AI-assisted tools (“Artificial Intelligence Systems”) for purposes including:
- service delivery and administration (scheduling, delivery, support, communications);
- quality assurance, supervision/oversight of Consultants, internal training and improvement of methodology and content;
- safety, security and fraud prevention; incident investigation;
- compliance and dispute handling; record-keeping and legal claims;
- analytics, research and controlled experiments (e.g., A/B testing) and improvement of the Contractor’s website, Platforms and Services;
- development, training, fine-tuning, validation, evaluation and benchmarking of the Contractor’s AI systems, analytics methods and scoring schemas to the maximum extent permitted by law, using de-identified/aggregated data where feasible and appropriate.
Profiling/Scoring outputs are not medical, psychotherapeutic or clinical services and are not used for credit scoring or banking-style assessment.
Where applicable law requires, materially adverse decisions that significantly affect the Customer will not be based solely on automated processing and may involve human review.
Marketing uses (if any) require consent where required and include opt-out mechanisms, as described in the Privacy Notice.
5.4. Sharing, recipients and access (summary aligned with Privacy Notice).
The Contractor may share Personal Data on a need-to-know basis with:
(a) Consultants, moderators, staff and contractors involved in delivering/supporting the Services under confidentiality;
(b) service providers acting on the Contractor’s instructions, such as hosting and cloud storage, platform providers, communications and customer support tools, CRM tools, analytics providers, transcription providers, AI systems providers, video conferencing/webinar/scheduling tools, and payment processors;
(c) professional advisers (lawyers, accountants, auditors) where necessary;
(d) advertising/analytics partners (e.g., Google/Meta technologies) for analytics/remarketing subject to settings/consents, as described in the Privacy Notice;
(e) authorities or third parties where required by law/court order or to protect rights and safety; and successors/affiliates in corporate reorganisation, merger, acquisition or asset sale, subject to safeguards.
The Contractor does not disclose Personal Data to third parties for their own direct marketing purposes and does not sell Personal Data as a standalone business model, as described in the Privacy Notice.
5.5. International transfers; retention; security (summary).
(a) International transfers may occur because the Contractor uses global service providers; appropriate safeguards are used as described in the Privacy Notice.
(b) Retention: Personal Data is retained as long as necessary for the purposes described, and may be retained longer for security, fraud prevention, compliance, disputes, legal claims, or where irreversibly anonymised/de-identified.
(c) Security: the Contractor implements reasonable organisational and technical measures (access controls, authentication, encryption in transit where available, logging/monitoring, malware protection, backups, incident response). No method of transmission/storage is fully secure.
5.6. Customer rights and requests are governed by the Privacy Notice and applicable law. Requests may require identity verification.
5.7. Third-party data; Customer responsibility (critical).
(a) The Customer may discuss during the Consultation Session matters of the Customer’s professional and commercial activity, including matters that involve information about third parties (employees, partners, clients, contractors, competitors and other persons), to the extent reasonably necessary to obtain meaningful consultation.
(b) The Customer represents and warrants that the Customer has all lawful rights to disclose such information to the Contractor and the Consultant, that such disclosure does not breach any non-disclosure agreement, employment obligation, fiduciary duty, professional secrecy obligation, applicable data protection law, or any other obligation owed by the Customer to any third party.
(c) The Customer shall minimise direct identifiers (full names, contact details, unique identifiers) where not strictly necessary, and shall avoid disclosing sensitive/special-category data (health, biometric, political, religious, sexual life or similar) unless strictly necessary and lawful.
(d) The Customer acknowledges that recordings and Session Data may be accessed and processed by the recipient categories described in this Offer and the Privacy Notice (including the Consultant, staff/contractors and service providers). The Customer is solely responsible for ensuring lawful basis and any required consents/permissions for any Personal Data (the Customer’s own or third parties’) disclosed during the Session, including for recording, storage, review, AI-assisted processing, cross-border transfers and retention as described in this Offer and the Privacy Notice. This is not the Contractor’s responsibility, and the Contractor does not verify and is not obliged to verify the Customer’s right to disclose.
(e) The Customer shall indemnify and hold harmless the Contractor and the Consultant from any third-party claims, losses, reasonable legal fees, penalties or expenses arising from the Customer’s breach of this Section 5.7, unless prohibited by mandatory law.
5.8. Material breach; liquidated damages (not a penalty).
(a) Any breach of Section 5.2(b) or 5.2(e) (Customer recording/capture and/or sharing Recording access) and/or unauthorised disclosure or publication of Session content is a material breach.
(b) In case of such breach, the Customer shall pay liquidated damages (not a penalty) of USD 2,000 per incident as a genuine pre-estimate of losses (including enforcement, reputational and compliance costs), and the Contractor may seek injunctive relief and additional damages where permitted by law.
5.9. Confidentiality of the one-to-one Session.
(a) The Contractor and the Consultant will take reasonable steps to treat Customer Content and Session discussions as confidential, subject to the Privacy Notice, legal obligations, safety/security needs, quality assurance, supervision/oversight of Consultants, record-keeping and dispute resolution.
(b) The Customer shall keep confidential any non-public information received from the Contractor or the Consultant, including materials, methodologies, templates, Session structure, and any feedback or evaluations provided, and shall not disclose it to third parties.
(c) The Contractor may seek injunctive relief for breach of this Section 5.9, to the maximum extent permitted by law.
5.10. Anonymised use of insights for educational and marketing purposes. The Contractor may use anonymised, non-identifying patterns, observations and general insights derived from Consultation Sessions for educational, training, methodological and marketing purposes, including in the Contractor’s content, programmes and materials, without separate consent and without compensation, provided that no information disclosed identifies the Customer or any third party. Use of any identifying details (Customer’s name, image, voice, recordings, or specific identifying business details) for marketing or external publication requires the Customer’s separate explicit written consent.
6. FEES AND PAYMENT
6.1. Payment method: lump sum (one-time payment).
6.2. Checkout Confirmation prevails. The definitive price, currency, Session Type and payment details are those shown in the Checkout Confirmation. In case of discrepancy, the Checkout Confirmation prevails. Unless explicitly stated otherwise in the Checkout Confirmation, prices are inclusive of all applicable taxes payable by the Contractor in Hong Kong; any taxes (including VAT/GST/sales tax/withholding) payable by the Customer in the Customer's jurisdiction are the Customer's responsibility under Section 14.9.
6.3. Payment is deemed completed when the funds are credited to the Contractor’s account (or to the account of its authorized payment provider).
6.4. Customer’s bank instalments/credit/BNPL. If the Customer uses any instalment/credit/BNPL product, such arrangement is solely between the Customer and the bank/provider. The Contractor is not a party to such arrangement.
7. RESCHEDULES, CANCELLATION AND REFUNDS; CHARGEBACKS
7.1. Customer reschedule (>=24h) is governed by Section 4.5.
7.2. Customer cancellation and refund (>=24h).
(a) The Customer may cancel by giving at least twenty-four (24) hours’ prior written notice before Session Start.
(b) In such case, the Contractor refunds the amount paid, less a fixed deduction equal to thirteen percent (13%) of the amount paid by the Customer to cover taxes and transaction/administrative costs incurred in receiving payment and processing the refund, unless mandatory law requires otherwise.
7.3. Late cancellation (<24h) / no-show: no refund. Cancellations made less than 24 hours before Session Start are treated as a no-show and are non-refundable, unless mandatory law requires otherwise.
7.4. Unscheduled Sessions (before booking).
(a) If the Session has not yet been scheduled, the Customer may request cancellation and a refund within the Booking Window.
(b) The refund is processed under Section 7.2(b). After the Booking Window expires, refunds are not available under Section 4.4, unless mandatory law requires otherwise.
7.5. Refund procedure.
(a) Refund requests must be sent from the payer’s email used in payment and include proof of payment and reasonable identity verification.
(b) Processing time: at least fifteen (15) and no later than thirty (30) calendar days from receipt of a complete request, unless mandatory law requires otherwise.
(c) Refunds are made to the original payment instrument where technically possible.
7.6. Contractor cancellation before Session Start: 100% refund.
If the Contractor cancels the Session and cannot reasonably reschedule within thirty (30) calendar days (or another period agreed in writing), the Customer may request a 100% refund of the amount paid for that Session (no 13% deduction), unless mandatory law requires otherwise.
7.7. Chargebacks and payment disputes.
(a) If the Customer initiates a chargeback, reversal or payment dispute after receiving the Service (including where the Session is deemed rendered under Section 4.6), this constitutes a material breach.
(b) The Contractor may provide evidence (including logs and correspondence) to the payment provider and may suspend any further services/communications pending investigation until the dispute is resolved.
(c) To the maximum extent permitted by law, if the chargeback/payment dispute is resolved in the Contractor’s favour or is withdrawn by the Customer, the Customer shall reimburse the Contractor for reasonable chargeback/dispute fees and costs incurred in connection with such dispute.
7.8. Right of withdrawal under EU/UK consumer law; express request for immediate performance.
(a) Where the Customer is a consumer to whom Directive 2011/83/EU of the European Parliament and of the Council on consumer rights (or an analogous national law of an EU/EEA member state, the United Kingdom or any other applicable jurisdiction) applies, the Customer may have a statutory right of withdrawal of fourteen (14) calendar days from the conclusion of this Offer (the “Withdrawal Period”).
(b) By scheduling the Consultation Session, by attending the Consultation Session, or by requesting the Contractor to begin delivery of the Services within the Withdrawal Period, the Customer expressly requests the Contractor to begin performance of the Services before the end of the Withdrawal Period.
(c) The Customer expressly acknowledges and confirms that, once the Services are fully performed in accordance with the Customer’s express request under Section 7.8(b), the Customer loses the right of withdrawal under Directive 2011/83/EU and any analogous applicable consumer protection law.
(d) If the Customer cancels within the Withdrawal Period before any performance has begun, the Customer is entitled to a refund under Section 7.2(b), subject to applicable mandatory consumer protection law.
(e) Mandatory consumer protection law of the Customer’s habitual residence (where applicable) prevails over this Section 7.8 to the extent it cannot be derogated from by agreement.
8. INTELLECTUAL PROPERTY; NO SHARING; NON-SOLICITATION; NON-CIRCUMVENTION; NO COMPETING USE
8.1. All intellectual property rights in the Contractor’s materials, methodologies, templates and any content provided by the Contractor or Consultant (excluding Customer Content) belong to the Contractor (or its licensors).
8.2. The Customer receives a limited, non-transferable, non-exclusive licence for personal professional development use only. The Customer must not copy, publish, distribute, sell, sublicense, train AI models on, or create derivative works from Contractor materials without prior written permission.
8.3. No sharing. The Customer must not share Session links, access details, or any materials with third parties.
8.4. Non-solicitation / non-circumvention of Consultants and Contractor personnel (no exceptions).
During the term and twelve (12) months after termination, the Customer shall not directly or indirectly engage, hire, contract with, or otherwise obtain services from the Consultant and/or the Contractor’s staff/contractors involved in the Services in circumvention of the Contractor, in relation to Competing Services, without the Contractor’s prior written consent.
Liquidated damages (not a penalty): USD 2,000 per instance. The Contractor may also seek injunctive relief and additional damages where permitted by law.
8.5. No solicitation of Contractor customers, leads, participants, or community members.
During the term and twelve (12) months after termination, the Customer shall not solicit, induce, divert, attempt to divert, or offer/provide Competing Services to any customer, prospective customer, lead, participant, or community member of the Contractor, where the Customer became aware of such person through the Contractor directly or indirectly (including via any Contractor course, program, event, community, platform, Session, Recording access, or communication), without the Contractor’s prior written consent.
Liquidated damages (not a penalty): USD 5,000 per instance. The Contractor may also seek injunctive relief and additional damages where permitted by law.
8.6. No competing programs/products based on Contractor IP; restricted competing scalable activity using Contractor elements.
The Customer shall not copy, publish, distribute, sell, sublicense, market, create, launch, or contribute to the growth of any Competing Services or any Competing Scalable Product/Activity where such competing offering is created using, derived from, based on, or substantially replicates the Contractor’s materials, methodologies, templates, Session structure, evaluation approach, scoring schemas, Derived Data outputs, or other proprietary elements.
In case of breach, the Customer shall pay liquidated damages (not a penalty) of USD 20,000, and the Contractor may seek injunctive relief and additional damages where permitted by law.
8.7. Attribution and representation restrictions.
The Customer shall not, directly or indirectly, in any public or commercial communication (including marketing materials, case studies, social media posts, investor presentations, websites, press releases, books, articles, podcasts or any similar channel):
(a) state, imply, suggest or allow others to infer that any commercial, financial, personnel, legal, product, strategic or other decision of the Customer was made by, recommended by, approved by, endorsed by or developed jointly with the Contractor or the Consultant;
(b) state, imply or suggest the existence of any ongoing advisory, consultative, partnership, mentor, supervisor, coach or fiduciary relationship between the Customer and the Contractor or the Consultant beyond the specific Consultation Session(s) actually delivered on specific dates;
(c) use the Contractor’s name, trade name, logo, the Consultant’s name, image, voice or any associated trade marks for the Customer’s marketing or commercial purposes.
Any reference must be limited to a factually accurate statement that the Customer received a one-off Consultation on a specific date, and only with the Contractor’s prior written consent.
Liquidated damages (not a penalty): USD 3,000 per instance. The Contractor may also seek injunctive relief and additional damages where permitted by law.
9. SAFETY; CODE OF CONDUCT; CONTRACTOR TERMINATION/SUSPENSION
9.1. The Customer must comply with the Policies and maintain respectful conduct. Harassment, threats, hate, unlawful content, recording attempts, sharing Recording access, use of AI transcription or third-party tools in breach of Section 4.8, or other material misconduct constitute a material breach.
9.2. The Contractor may suspend communications and/or terminate the agreement and/or stop the Session immediately for safety/compliance reasons (including pending investigation). In such case, the Session may be deemed rendered and no refund is due, unless mandatory law requires otherwise.
10. COMPLAINTS (GRIEVANCE) PROCEDURE — CONDITION PRECEDENT
10.1. The Customer shall first attempt to resolve any issue directly with the Consultant/manager.
10.2. If unresolved, the Customer must submit a written complaint within seven (7) calendar days of the issue arising by emailing ecu.education.manager@gmail.com or using the official form if published: https://forms.gle/XyAjhtNZgg3Yv8vMA.
10.3. The Contractor reviews the complaint within fourteen (14) calendar days.
10.4. Appeals must be submitted within an additional fourteen (14) calendar days from the response.
10.5. The Customer’s right to initiate any lawsuit or other legal proceedings against the Contractor arises and may be exercised only after: (i) the Customer’s prior submission of a written complaint in compliance with Section 10.2, addressed to the email ecu.education.manager@gmail.com or, where and when published by the Contractor, submitted via the official complaint form; AND (ii) the Contractor’s written response to such complaint, OR the lapse of the response period set out in Section 10.3 without the Contractor’s response; AND (iii) where the Customer files an appeal under Section 10.4, the Contractor’s written response to such appeal or the lapse of the appeal response period without the Contractor’s response. Completion of this internal grievance and appeal procedure as set out in this Section 10 is a mandatory condition precedent to filing any lawsuit or initiating legal proceedings against the Contractor, unless mandatory law prohibits such limitation. A complaint submitted through any channel other than the email address or official form specified in Section 10.2 shall not constitute compliance with this condition precedent.
10.6. Costs of premature legal action. If the Customer initiates any lawsuit or other legal proceedings against the Contractor without first complying with the condition precedent set out in Section 10.5, the Customer shall reimburse the Contractor for all reasonable legal costs and expenses incurred by the Contractor in raising and establishing such non-compliance, to the maximum extent permitted by applicable law.
11. LIABILITY; DISCLAIMERS
11.1. No guarantee of results. The Services are not medical, psychotherapeutic, psychological counselling, coaching, mentoring, supervision, legal, tax, accounting, audit, investment, financial or any other regulated advisory service. The Contractor and the Consultant make no representation or warranty as to the accuracy, completeness, suitability or fitness for any particular purpose of any information shared during the Consultation Session. Any decision made by the Customer is the Customer’s sole responsibility.
11.2. To the maximum extent permitted by applicable law, the Contractor’s aggregate liability shall not exceed the amount actually paid by the Customer for the Session. The Contractor shall not be liable for indirect, punitive or consequential damages.
11.3. Nothing limits liability that cannot be excluded or limited under applicable law.
11.4. No liability for commercial losses. To the maximum extent permitted by applicable law, the Contractor shall in no event be liable for any commercial losses of the Customer, lost profits, lost revenue, missed business opportunities, reputational harm, business interruption, loss of goodwill, devaluation of business, adverse market or regulatory changes, acts or omissions of third parties, or any indirect, special, punitive, exemplary or consequential damages, whether or not the Contractor was advised of the possibility of such damages.
11.5. Limitation period. To the maximum extent permitted by applicable law, any claim by the Customer arising out of or in connection with this Offer or the Services must be brought within twelve (12) months from the date the cause of action arose, after which the claim is irrevocably barred. Any longer mandatory limitation period prescribed by applicable law that cannot be contractually shortened applies instead.
11.6. Survival. Sections 5 (Recording; Data; Confidentiality; Third-Party Data), 7 (Refunds; Chargebacks), 8 (IP; Non-Solicitation; Non-Circumvention; No Competing Use), 10 (Grievance), 11 (Liability), 12 (Governing Law; Pre-Trial; Force Majeure), 13 (Marketing; Synthetic Media), Section 14.5 (Assignment), Sections 14.6 through 14.13 (Independent Contractor; Power and Authority; Sanctions and AML; Customer's Tax Obligations; Currency and Refunds; Notices; Non-Exclusivity; No Offset), and any other provisions which by their nature should survive, shall survive termination or expiration of this Offer.
12. GOVERNING LAW; PRE-TRIAL CLAIM; FORCE MAJEURE
12.1. Governing law: Hong Kong. Jurisdiction: non-exclusive courts of Hong Kong, unless mandatory law requires otherwise.
12.2. Pre-trial claim procedure: a written claim by email; response within ten (10) Business Days.
12.3. Force majeure. If performance is prevented by force majeure beyond a Party's reasonable control — including (without limitation) acts of God, war, armed conflict, terrorism, civil unrest, sanctions, embargo, export controls, currency or capital controls, pandemic, epidemic, government or regulatory measures, court orders, banking or payment system failures or restrictions, cyber-attacks, denial-of-service attacks, internet, telecommunications, electricity or other utility outages, and any other event beyond a Party's reasonable control — deadlines are extended for the duration of force majeure. If force majeure continues for more than fifty (50) consecutive calendar days, either Party may terminate; the Contractor refunds the unrendered portion (if any), unless mandatory law requires otherwise.
13. DIRECT MARKETING; PUBLICITY; SYNTHETIC MEDIA
13.1. Direct marketing (where permitted; consent where required) and opt-out mechanisms are governed by the Privacy Notice.
13.2. Publicity/testimonials/marketing use of the Customer’s name, image, voice, or excerpts of recordings requires the Customer’s separate explicit consent, as described in the Privacy Notice.
13.3. The Contractor will not publicly impersonate the Customer or publish synthetic media portraying the Customer (voice cloning/deepfakes) without separate explicit consent specifically covering synthetic media, as described in the Privacy Notice.
14. UPDATES; MISCELLANEOUS
14.1. The Contractor may update this Offer by publishing a new version. A new version applies only to Customers who accept the Offer after the publication date.
14.2. Policies and/or the Privacy Notice may be updated by publication/notice. Unless stated otherwise, updates become effective on the 5th (fifth) calendar day after publication/notice. Updates shall not materially reduce the Customer’s rights.
14.3. Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
14.4. No waiver. Failure to enforce any provision is not a waiver.
14.5. Assignment. The Customer may not assign rights/obligations without the Contractor’s prior written consent. The Contractor may assign the agreement as part of corporate reorganisation/transfer, subject to applicable law.
14.6. Independent contractor; no other relationship. Nothing in this Offer creates an employment, agency, partnership, joint venture, fiduciary or franchise relationship between the Contractor (or any Consultant) and the Customer. Each Party acts as an independent contracting party.
14.7. Age, capacity, power and authority.
(a) The Customer represents and warrants that the Customer is aged eighteen (18) years or older and has full legal capacity, power and authority to enter into and perform this Offer. Misrepresentation of the Customer’s age is a material breach entitling the Contractor to terminate this Offer immediately, treat the Consultation Session (if delivered) as fully rendered, refuse any refund, and pursue any other remedies available to the Contractor.
(b) If the Customer accepts this Offer on behalf of a legal entity or another person, the Customer represents and warrants that the Customer has full authority to bind that entity or person, and the entity or person and the Customer shall be jointly and severally liable for the obligations under this Offer.
14.8. Sanctions and anti-money-laundering compliance. The Customer represents and warrants that: (i) the Customer is not subject to, and is not acting on behalf of any person subject to, any economic, trade or financial sanctions administered by the United Nations, the United States, the European Union, the United Kingdom, Hong Kong or any other applicable authority; (ii) the funds used to pay for the Services are not derived, directly or indirectly, from any unlawful activity or source prohibited by applicable anti-money-laundering and counter-terrorist-financing laws; (iii) the Customer’s acceptance and performance of this Offer do not violate any sanctions or AML regime applicable to the Customer. The Contractor may refuse to provide the Services, suspend or terminate this Offer, and report to relevant authorities, where in good faith the Contractor believes any of these warranties to be incorrect, without any liability to the Customer.
14.9. Customer’s tax obligations. The Customer is solely responsible for any taxes, levies, duties or charges arising in the Customer’s jurisdiction in connection with the receipt of the Services. The Contractor does not withhold and is not responsible for declaring, withholding or remitting any taxes of the Customer.
14.10. Currency and refunds. Refunds are made in the same currency in which the original payment was received and in the same nominal amount in that currency (subject to the deductions described in Section 7). Any exchange rate differences, conversion fees, bank fees or transfer fees incurred when the refund is converted to or received in any other currency are borne by the Customer.
14.11. Notices. The official communication and notice channel of the Contractor is the email ecu.education.manager@gmail.com and any other written channel explicitly designated by the Contractor in writing. Notices, requests and communications sent through any other channel (including direct messages on social networks, third-party messengers not designated by the Contractor, or comments on public posts) shall not be considered effective notices for the purposes of this Offer.
14.12. Non-exclusivity; no conflict of interest. The Contractor and any Consultant may provide the same or similar Services to other Customers, including Customers operating in the same market segment, geography or competitive space as the Customer. Such activity does not constitute a conflict of interest and does not give rise to any claim by the Customer or any obligation of exclusivity or non-competition on the part of the Contractor or the Consultant.
14.13. No offset. The Customer may not withhold, set off, deduct, or otherwise offset any payment due to the Contractor against any actual or alleged claim by the Customer against the Contractor.
15. CONTRACTOR DETAILS
ECU Limited (Reg. No. 76667088)
Unit B, 11/F Yam Tze Commercial Building, 23 Thomson Road, Wan Chai, Hong Kong
Email: ecu.education.manager@gmail.com
