Language
PUBLIC OFFER (TERMS) FOR A MONTHLY SUBSCRIPTION
(EXTENSION OF ACCESS TO “LEVEL 2” PROGRAM MATERIALS)
English version prevails. Russian and Ukrainian versions (if provided) are translations for convenience only.

0. Parties and Acceptance
This Public Offer (the “Offer” or “Terms”) is made by ECU Limited (the “Service Provider”), registration number 76667088, address: UNIT B, 11/F YAM TZE COMM BLDG, 23 THOMSON RD, WAN CHAI, Hong Kong, to individuals who previously completed or are currently participating in the “Level 2” program (the “Customer”).
By making the first subscription payment, the Customer confirms full and unconditional acceptance of this Offer (the “Acceptance”), and a legally binding agreement is formed.
The Service Provider may archive the version of these Terms applicable at the time of payment. Any later changes apply only to future Billing Periods, unless required otherwise by applicable law.


1. Definitions
1.1. “Materials” means educational materials of the “Level 2” program (including video recordings, text files, presentations and other content) made available in the Service Provider’s learning management system (“LMS”) or other platforms used by the Service Provider.
1.2. “Subscription” means paid monthly access to the Materials under these Terms.
1.3. “Billing Period” means one (1) calendar month of access starting on the date of successful payment (the “Charge Date”) and renewing monthly. If the corresponding calendar date does not exist in a subsequent month (e.g., the 31st), the Charge Date will be the last day of that month. The Billing Period length may therefore vary (28–31 days).
1.4. “Business Day” means Monday through Friday, excluding public holidays in Hong Kong.
1.5. “HKT” means Hong Kong Time (UTC+8).


2. Scope of Subscription
2.1. The Service Provider grants the Customer access to the Materials in the LMS under a paid Subscription, and the Customer agrees to pay the subscription fee.
2.2. The Subscription provides access only to the Materials. Mentoring services, homework review, supervision, feedback, live sessions, exams, certificates, or credentialing are not included, unless expressly agreed in writing by the Service Provider.
2.3. Access is provided only to those Materials that were available to the Customer in the Customer’s cohort/intake, unless otherwise agreed.
2.4. The Service Provider may update, replace, reorganize, or remove parts of the Materials (e.g., due to platform changes, content updates, legal or technical reasons), provided that the overall nature of “access to Level 2 Materials” remains.


3. Fees, Recurring Payments, and Changes
3.1. Subscription Fee. The subscription fee is USD 20 (twenty) per month per Billing Period (unless changed under Clause 3.7).
3.2. Prepayment. Each Billing Period is provided on a 100% prepayment basis.
3.3. Authorization of Recurring Charges. By making the first payment, the Customer gives unconditional consent for recurring automatic charges to the Customer’s payment method once per Billing Period without additional confirmation.
3.4. Charge Date. Charges are made on the Charge Date corresponding to the initial payment date. If the corresponding date does not exist in a month (e.g., the 31st), the charge is made on the last day of that month.
3.5. Payment Processing, Fees, Currency Conversion. Payments may be processed by third-party payment providers. The Customer’s bank or payment provider may apply fees and/or currency conversion rates. Unless mandatory law provides otherwise, such fees and conversion are the Customer’s responsibility.
3.6. Failed Charge; No “Debt”. If an automatic charge fails (insufficient funds, card restrictions, expiry, etc.), the Subscription is not renewed for the next Billing Period. The Service Provider may retry the charge automatically. The Service Provider may suspend or end access after the already paid Billing Period ends, until successful payment is made.
For clarity: a failed charge does not create a “debt” for unpaid future Billing Periods; it simply means the Subscription is not renewed.
3.7. Changes to Fees and Terms. The Service Provider may change the subscription fee and/or these Terms for future Billing Periods by providing notice at least 7 days in advance (or longer if required by mandatory law), via the LMS, email, or posting on the Service Provider’s website/checkout page.
The new fee/Terms will apply starting from the next Billing Period after the effective date. If the Customer does not agree, the Customer may cancel before the change takes effect. Continued use of the Subscription and/or successful payment after the effective date constitutes acceptance of the updated fee/Terms.


4. Cancellation of Subscription
4.1. How to Cancel. The Customer may cancel auto-renewal at any time:
  • via the “Cancel Subscription” functionality in the LMS and/or payment provider’s customer portal (preferred), or
  • by emailing a cancellation request to ecu.education.manager@gmail.com (backup: european.coaching.university@gmail.com).
4.2. Deadline to Stop Next Charge. To stop the next scheduled charge, cancellation must be completed (or the email request must be received under Clause 12) no later than 24 hours before the next Charge Date, measured in HKT.
4.3. Access Until End of Paid Period. After cancellation, access remains active until the end of the already paid Billing Period.
4.4. Late Cancellations. If the Customer cancels less than 24 hours before the next Charge Date, the Service Provider may be unable to stop the next charge due to payment processing timelines. In such case, cancellation will take effect for the following Billing Period.


5. Refund Policy and Remedy if Access Is Not Provided
5.1. General No-Refund Rule. Except as expressly stated in Clause 5.2 (and subject to mandatory consumer rights), payments for the current Billing Period are non-refundable, because the service of providing access is deemed provided when access for the Billing Period begins.
5.2. Remedy if Access Is Not Provided (Service Provider’s Fault).
If the Customer paid for a Billing Period, but access is not provided due to a technical issue attributable to the Service Provider (e.g., account provisioning/access rights not enabled), and the Service Provider does not restore access within five (5) Business Days after the Customer properly notifies the Service Provider as described below, then the Customer may choose one of the following remedies:
  • (a) Extension: an extension of access for a period reasonably equivalent to the time access was unavailable (or another reasonable extension agreed by the Service Provider), or
  • (b) Refund: a refund of the payment for the affected Billing Period (or a pro-rated refund/credit, at the Service Provider’s discretion, if partial access was provided).
Start of the 5 Business Day period: The 5 Business Days are counted from the moment the Service Provider receives the Customer’s notification that access does not work, provided the notification includes enough information to identify the Customer and locate the account (full name, email used for purchase/LMS, payment date/receipt, and a short description/screenshots).
5.3. Exclusions. Clause 5.2 does not apply if the access issue is caused by:
  • the Customer’s device, software, internet connection, VPN/proxy settings, email provider issues, security settings; or
  • outages/failures of third-party platforms outside the Service Provider’s reasonable control.
  • In such cases, the Service Provider will make reasonable efforts to help, but no refunds are due under this clause unless required by mandatory law.
5.4. Exclusive Remedy for Access Issues. To the maximum extent permitted by law, Clause 5.2 is the Customer’s exclusive remedy for failure to provide access for a paid Billing Period.


6. Intellectual Property, License, Account Security
6.1. Ownership. All rights, title, and interest in the Materials are owned by ECU Limited and/or the program author(s) and are protected by intellectual property laws.
6.2. Limited License. The Customer is granted a limited, personal, revocable, non-exclusive, non-transferable license to access and view the Materials strictly for personal educational purposes during an active paid Subscription.
6.3. Prohibited Actions. The Customer must not:
  • download, copy, reproduce, record, distribute, publish, sell, sublicense, or otherwise exploit the Materials (except where the LMS explicitly provides a download function for specific files);
  • share account credentials or provide access to third parties;
  • use the Materials (or substantial elements thereof, including course structure/design/methods) to create or support competing educational products, trainings, coaching programs, or similar offerings.
6.4. Enforcement; Immediate Termination. If the Customer breaches Clause 6.3, the Service Provider may immediately suspend or terminate access without refund and pursue available remedies.
6.5. Agreed Liquidated Damages for Competing Use.
Unauthorized competing use may cause significant harm that is difficult to quantify. For such violation, the parties agree on liquidated damages in the amount of USD 20,000 as a genuine pre-estimate of likely loss and not a penalty, without limiting other remedies where permitted (including injunctive relief).
6.6. Main Level 2 Offer (Incorporation by Reference — IP Only). These Terms are supplemental to the Service Provider’s main public offer for the “Level 2” program, edition dated 13 August 2025 (the “Main Level 2 Offer”). For the purposes of this Subscription, only the provisions of the Main Level 2 Offer relating to intellectual property and use of materials (Section 2.C) (the “IP Terms”) are incorporated by reference into these Terms and form part of this agreement as if set out in full herein, to the extent applicable and not expressly modified by these Terms. The Main Level 2 Offer is published by the Service Provider and is available on the Service Provider’s official website and/or upon request by email at ecu.education.manager@gmail.com. By accepting these Terms, the Customer confirms they have had an opportunity to review the Main Level 2 Offer (including the IP Terms). In case of any conflict between these Terms and the IP Terms, these Terms shall prevail with respect to the Subscription. Clause 6.5 is included as an express restatement of the key liquidated damages concept for clarity and enforceability under this Subscription.
6.7. Account Security. The Customer is responsible for maintaining confidentiality of login credentials and for all activity occurring under the Customer’s account. The Customer must promptly notify the Service Provider if the Customer suspects unauthorized access. The Service Provider may require a password reset, identity confirmation, and/or may suspend access to protect the Customer and the Service Provider.


7. Third-Party Platforms and Force Majeure
7.1. The Customer understands that access is provided via third-party platforms (LMS, hosting providers, etc.) and that temporary disruptions may occur.
7.2. The Service Provider will make reasonable efforts to restore access as soon as practicable. Clause 5.2 governs remedies if access is not provided due to the Service Provider’s fault.
7.3. Force Majeure. The Service Provider is not liable for failure or delay in performing obligations caused by events beyond its reasonable control (including, without limitation, natural disasters, war, terrorism, epidemics/pandemics, government actions, major infrastructure failures, widespread platform outages, cyberattacks not caused by the Service Provider’s gross negligence).
If a force majeure event substantially prevents providing access for a prolonged period, the Service Provider may suspend the Subscription and/or terminate it, and will apply a reasonable remedy for the affected paid time (extension or pro-rated credit/refund) to the extent required by mandatory law and/or to reduce chargeback risk.


8. Suspension, Termination, and Discontinuation
8.1. The Service Provider may suspend or terminate access if:
  • the Customer breaches these Terms (including Clause 6);
  • the Customer engages in abusive, fraudulent, unlawful, or high-risk behavior in connection with the Subscription; or
  • required by law, court order, or payment provider rules.
8.2. Termination for breach does not create any obligation to refund, except where mandatory law requires otherwise.
8.3. Discontinuation of Subscription or LMS. The Service Provider may discontinue the Subscription offering and/or migrate or replace the LMS/platform. If the Subscription is permanently discontinued during an already paid Billing Period and the Customer loses access for the remainder of that Billing Period due to such discontinuation, the Service Provider will provide, at its option:
  • a pro-rated refund/credit for the unused portion of the current Billing Period, or
  • continued access via an alternative platform for the remainder of the Billing Period, where reasonably possible.
  • No refunds are provided for prior Billing Periods.
8.4. Effect of Termination. Upon termination or expiration, the license in Clause 6.2 ends and the Customer must stop using the Materials (except where mandatory law provides otherwise).


9. Customer Responsibilities, Chargebacks, and Indemnity
9.1. Compliance. The Customer must comply with these Terms and all applicable laws while using the Subscription.
9.2. Chargebacks and Payment Disputes (Process Protection). If the Customer believes a charge is incorrect or access is not provided, the Customer agrees to contact the Service Provider first to attempt resolution (including under Clause 5.2).
If the Customer initiates a chargeback or payment dispute, the Service Provider may suspend access during the dispute and may submit relevant evidence (payment records, access logs, emails, LMS records) to the payment provider to defend the charge.
9.3. Indemnity. To the maximum extent permitted by law, the Customer agrees to indemnify and hold harmless the Service Provider, its affiliates, directors, officers, employees, contractors, and agents from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and payment processor fees) arising out of or related to:
  • the Customer’s breach of these Terms (including IP breaches under Clause 6);
  • the Customer’s unlawful use of the Subscription or Materials;
  • the Customer’s sharing of credentials or enabling third-party access; and/or
  • chargebacks/payment disputes to the extent caused by the Customer’s breach, fraud, or misuse.
  • This indemnity does not apply to the extent a claim is caused by the Service Provider’s fraud, willful misconduct, or gross negligence.


10. Disclaimers and Limitation of Liability
10.1. No Guarantee of Results. The Materials are provided for informational/educational purposes. The Service Provider does not guarantee any outcomes, certifications, professional results, income, or career impact.
10.2. As-Is / As-Available. To the maximum extent permitted by law, the Subscription and Materials are provided “as is” and “as available”.
10.3. Limitation of Liability (Cap). To the maximum extent permitted by law, and except for fraud, willful misconduct, or gross negligence, the Service Provider’s total aggregate liability arising out of or related to the Subscription shall not exceed the amount actually paid by the Customer for the most recent paid Billing Period giving rise to the claim.
10.4. Exclusion of Indirect Damages. To the maximum extent permitted by law, the Service Provider will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data.


11. Mandatory Consumer Rights
11.1. Non-Waiver of Mandatory Rights. Nothing in these Terms excludes or limits rights that cannot be excluded or limited under mandatory applicable consumer protection laws. If any provision conflicts with mandatory law, that mandatory law will prevail only to the extent of the conflict, and the remainder of these Terms remains in effect.


12. Governing Law and Dispute Resolution
12.1. Governing Law. These Terms and disputes arising out of or related to them are governed by the laws of Hong Kong (SAR).
12.2. Negotiation First. The parties shall first attempt to resolve disputes through good-faith negotiations.
12.3. Courts of Hong Kong. If unresolved, disputes shall be submitted to the competent courts of Hong Kong.


13. Notices and Communications
13.1. Customer Notices. Notices from the Customer (including cancellation and access issues) must be sent to: ecu.education.manager@gmail.com (backup: european.coaching.university@gmail.com).
13.2. Deemed Receipt. An email notice is deemed received when delivered to the Service Provider’s mailbox (per the Service Provider’s email system records). The Customer is responsible for correct addressing and successful sending.
13.3. Information Required. For cancellation or access issues, the Customer should include: full name, email used for LMS/payment, payment date/receipt, and a clear request to avoid delays.
13.4. Time Zone. All deadlines are calculated in HKT, unless stated otherwise.


14. Language and Priority
14.1. These Terms may be provided in multiple languages for convenience. In case of discrepancy, the English version prevails and is legally controlling.


15. Miscellaneous
15.1. Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in full force.
15.2. Assignment. The Service Provider may assign its rights/obligations under these Terms as part of a corporate reorganization or transfer. The Customer may not assign their rights.
15.3. Survival. Clauses that by their nature should survive termination or expiration survive, including (without limitation) Clauses 5 (Refunds/Remedies), 6 (IP/License/Account Security), 9 (Indemnity), 10 (Liability Limitations), 11 (Mandatory Rights), 12 (Governing Law/Disputes), 13 (Notices), 14 (Language Priority), 15 (Miscellaneous).
15.4. Entire Agreement. These Terms, together with any documents expressly incorporated by reference herein (including the Main Level 2 Offer to the extent applicable), constitute the entire agreement regarding the Subscription.
15.5. Eligibility and Capacity. The Customer confirms they are at least 18 years old and have legal capacity to enter into this agreement.


16. Contact Details
ECU Limited
UNIT B, 11/F YAM TZE COMM BLDG, 23 THOMSON RD, WAN CHAI, Hong Kong
Reg. No. 76667088
Email: ecu.education.manager@gmail.com
Backup email: european.coaching.university@gmail.com


ECU
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