Terms & Conditions
Welcome to Good Learners Ltd. and affiliated companies who have established the following terms and conditions which sets forth the conditions of your purchase with Good Learners Ltd. and affiliated companies.
SECTION 1 – APPLICABILITY
These terms and conditions for services (the “Terms”) are the only terms that govern the provision of services by Good Learners Ltd. and affiliated companies, (the “Service Provider”) to You (the ”Customer”).
Through your confirmation of purchase via means of but not limited to voice call, voice message, text message and or electronic mail, between yourself and the Service Provider representative (the “Confirmation”), if any, and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Confirmation, these Terms shall govern, unless the Confirmation expressly states that the terms and conditions of the Confirmation shall control.
These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. This Agreement will take effect at the time you confirm, agree or similar confirmation.
SECTION 2 – CUSTOMER’S OBLIGATIONS
Respond promptly to any Service Provider request to provide direction, information, approvals, authorisations or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
Provide such customer materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
SECTION 3 – CUSTOMER’S ACTS OR OMISSIONS
If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
SECTION 4 – FEES AND EXPENSES; PAYMENT TERMS; LATE PAYMENTS
In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Confirmation.
Customer shall pay all invoiced amounts and shall make all payments hereunder in the currency as set forth in the Confirmation.
Refunds and exchanges are not permissible unless otherwise stated in the Agreement. You agree to pay all charges that may be included by you or on your behalf at the price in effect when such charges are incurred, including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your transactions. (add according to local tax rules)
In the event payments are not received by Service Provider, Service Provider may:
- charge interest on any such unpaid amounts at a rate of the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
- suspend performance for all Services until payment has been made in full.
SECTION 5 – TAXES
Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.
SECTION 6 – INTELLECTUAL PROPERTY
The Service Provider remains at all times the owner of the intellectual property of all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) provided to Customer. Service Provide hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sub-licensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Services.
SECTION 7 – CONFIDENTIAL INFORMATION
All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider.
Confidential Information does not include information that is:- in the public domain;- known to Customer at the time of disclosure; or- rightfully obtained by Customer on a non-confidential basis from a third party.
Customer agrees to use the Confidential Information only to make use of the Services and Deliverables. Service Provider shall be entitled to injunctive relief for any violation of this Section.
SECTION 8 – DISCLAIMER OF WARRANTIES
SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
SECTION 9 – LIMITATION OF LIABILITY
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT OR THE APPLICABLE COACHING CALL.
SECTION 10 – TERMINATION
In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect without notice to Customer, if Customer:
- fails to pay any amount when due under this Agreement;
- has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
- becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Service Provider shall perform the following actions upon termination of Agreement:
- remove customer entirely from corresponding marketing channels and Service Provider
- cease any access to customer and request customer to destroy
SECTION 11 – WAIVER
No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
SECTION 12 – GOVERNING LAW
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the country where full payment was settled within Hong Kong Special Administrative Region without giving effect to any choice or conflict of law provision or rule (whether of the Hong Kong Special Administrative Region and of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Hong Kong Special Administrative Region.
SECTION 13 – SUBMISSION TO JURISDICTION
Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the Hong Kong Special Administrative Region and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
SECTION 14 – AMENDMENT AND MODIFICATION
Service Provider may at any time change any of the terms and conditions and may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents are records originally generated and maintained in printed form. Service Provide will not be responsible for failures to fulfill any obligations due to causes beyond its control.
SECTION 15 – CONTACT
If you have any questions regarding the meaning or application of this Agreement, please direct such questions to firstname.lastname@example.org. Please note that email communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your email correspondence with us.