ConditionOfSale

CONDITIONS OF SALE

(Last update: 3 November 2023)

Please read these Conditions of Sale (the "Terms") carefully as they govern your purchase of Wall Street English services (the "Wall Street English Services").

Use of the Wall Street English Services is subject to the following additional terms and conditions, which are hereby incorporated by this reference into these Terms:

By signing up for, or otherwise using, the Wall Street English Services, you agree to these Terms. If you do not agree to these Terms, then you must not use the Wall Street English Services.

Service Provider

These Terms are between you and WSE Hong Kong Limited, a Hong Kong company, with registered number 2587136, and address at Rm. 2608, W50, 50 Wong Chuk Hang Road, Aberdeen, Hong Kong SAR, PRC. References to "Wall Street English", "we", "us", "our" or similar refer to WSE Hong Kong Limited.

Age and eligibility requirements

In order to purchase the Wall Street English Services, you need to (1) be 18 years of age or older, and (2) have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws.

If you are accessing the Wall Street English Services from outside Hong Kong, (1) if you are a minor in your home country, your parent or guardian will need to enter into these Terms on your behalf; and (2) if you reside in a country where the Wall Street English Services is technically accessible but is not compliant with local laws, you must not purchase the Wall Street English Services or, if you have already purchased them, you must stop using the Wall Street English Services immediately.

You represent and warrant that any registration information that you submit to Wall Street English is true, accurate, and complete, and you agree to keep it that way at all times.

Wall Street English Service options

We provide various Wall Street English Service options. Certain Wall Street English Service options are provided free-of-charge, while other options require payment before they can be accessed (each, a "Paid Subscription"). We may also offer special promotional plans, memberships, or services. We explain which services are available to you when you are signing up for the services.

Creating a Wall Street English account

You may need to create a Wall Street English account to use all or part of the Wall Street English Services. Your account is for your personal use only. Your username and password should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your account, username or password. Notify our Customer Service team immediately if your username or password is lost or stolen, or if you believe your account has been accessed without your authorization.

Wall Street English may require you to change your username or your password for any reason.

Creating a Wall Street English account

Wall Street English may require you to change your username or your password for any reason.

Charges

You may purchase a Paid Subscription either by:

paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase; or
pre-payment giving you access to the Wall Street English Services for a specific time period ("Pre-Paid Period").

Your subscription is based on time. So, you will purchase access to the Wall Street English Services for the period of time indicated in your purchase order. Your purchase order may also include a maximum number of classes you can attend during the relevant period of time.

You agree that we will comply with our obligation to provide the Wall Street English Services if they are available to you during the time of your subscription, whether you use them or not, whether you attend all the classes you are allowed to attend or not. You agree that not attending any or all the classes you are allowed to attend does not grant you the right to a total or a partial refund of the amounts paid.

Tax rates are based on the HK rates applicable at the time of your charge. These amounts can change in Hong Kong over time. Also, they can change because of local tax requirements in your country, state, territory or even city. Any change in tax rates will be automatically applied based on the account information you provide.

Wall Street English may change the price of the subscriptions at any time, including the recurring subscription fees or the fee for the Pre-Paid Period (for periods not yet paid), and will communicate any price changes to you in advance with reasonable notice. Price changes will take effect at the end of the applicable notice period. Subject to the applicable law, you agree that you will express your consent to the new price by continuing to use the Wall Street English Services after the price change takes effect, and that we can rely on this consent to continue providing our services. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable subscription prior to the price change going into effect.

Your rights to use the Wall Street English Services

Subject to the Terms and any other applicable terms (including the Speak+ Website Terms) and payment of the charges due, we grant you limited, non-exclusive, revocable permission to use the Wall Street English Services (collectively, "Access") for your personal purposes or your internal business purposes (and not for redistribution, remarketing or timesharing, for example). This Access shall remain in effect unless and until terminated by you or Wall Street English.

All rights not expressly granted to you herein are expressly reserved by us.

For the avoidance of doubt, Access does not include the sale or transfer of any software or content, and Wall Street English and its licensors retain ownership of all copies of the Wall Street English software applications and content even after installation or download onto your devices, where applicable.

Service limitations and modifications

We use reasonable care and skill to keep the Wall Street English Services operational. However, our service offerings and their availability may change from time to time and subject to applicable laws, without liability to you. For example:

The Wall Street English Services may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
We aim to evolve and improve our services constantly, and we may modify, suspend, or stop (permanently or temporarily) all or part of the Wall Street English Services (including particular functions, features, subscription plans and promotional offerings) at any time.

If you have prepaid fees directly to Wall Street English for a Paid Subscription that Wall Street English discontinues prior to the end of your subscription period, Wall Street English will refund you the prepaid fees for the period you prepaid and couldn't use (i.e. the period starting on the date the service is discontinued and ending when your subscription period ends). Your account and billing information must be up to date in order for us to refund you. For the avoidance of doubt, Wall Street English will not refund you if it stops selling the subscription you purchased, provided that you continue to receive the corresponding service.

Wall Street English has no liability to you, nor any obligation to provide a refund to you, in connection with internet or other service outages or failures that are caused by the actions of government authorities, other third parties or events beyond our control.

Upgrades and downgrades

You may upgrade your subscription at any time. If you upgrade your subscription ("First Subscription"), the upgrade ("Upgraded Subscription") will take effect immediately after you complete the corresponding upgrading procedure. The Upgraded Subscription will start a new subscription period, and the First Subscription will be cancelled. This means that all the classes not booked under the First Subscription will not be available anymore. For example, if your First Subscription was monthly and included up to 4 classes, and you decide to update it after 15 days to a monthly subscription including up to 8 classes, your monthly subscription period will re-start on the date you purchase the Updated Subscription, and the non-booked classes corresponding to the First Subscription will be cancelled, and therefore will not be added to Upgraded Subscription (for example, you will not have 4 + 8 classes available in the Upgraded Subscription). However, you will be able to use the classes booked but not attended during the First Subscription.

Also, you may downgrade your subscription at any time. If you downgrade your subscription, the downgrade will take effect the day after the last day of your then-current subscription period.

Renewals and cancellations

Unless you tell us otherwise, your Paid Subscription will automatically renew for another equal subscription period at the end of the applicable subscription period. You will find instructions on how to cancel in your account menu. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free version of the Wall Street English Services. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.

Withdrawal right

You can withdraw from your subscription at any time within 14 calendar days from the date of the purchase.

If you purchase a Paid Subscription with a free trial, you can withdraw from your subscription at any time before the end of the free trial. The termination will take place immediately, and you will not be charged for your Access during the free trial period. If you withdraw from your subscription after the end of the free trial but within 14 calendar days from the date you start the trial, the termination will take place immediately as well, and you will be charged (1) for the period starting on the first day after the free trial ends until the date you cancel; and (2) an administration fee.

If you purchase a Paid Subscription with no free trial, you can withdraw from your subscription at any time within 14 calendar days from the date of the purchase. The termination will take place immediately, and you will be charged (1) for the period starting on the date you purchase the Wall Street English Services until the date you cancel; and (2) an administration fee.

If you want to terminate your subscription later than 14 days after the date you purchase the Wall Street English Services, the provisions described in "Renewals and cancellations" above shall apply.

Export control and sanctions

For the purpose of this clause:

(a) "Export Control Laws" means all export control laws and regulations of the United Nations, the People’s Republic of China, the Republic of India, the United States, the European Union and/or its Member States, the United Kingdom and any other relevant jurisdiction; and

(b) "Sanctions" means economic, trade or financial sanctions laid down, administered or enforced by under the laws of the United Nations, the People’s Republic of China, the Republic of India, the United States, the European Union and/or its Member States, the United Kingdom and any other relevant jurisdiction.

You and we shall comply with all present and future Sanctions and Export Control Laws applicable to such party or to the Wall Street English Services. Irrespective of anything set out in these Terms, including the service descriptions: (a) we shall not be obligated and may refuse to perform, deliver, procure or make available any Wall Street English Services in, to or from any jurisdiction or legal person that will or may violate, or risk us becoming exposed to, any Sanctions or Export Control Laws; and (b) you shall not, and shall not permit any third parties to, directly or indirectly, export, reexport or release any Wall Street English Services to any jurisdiction or country to which, or any legal party to whom, the export, reexport, or release of any Wall Street English Services is prohibited by applicable Sanctions or Export Control Laws.

You represent and warrant that neither you nor any of your employees, officers, directors, affiliates, direct or indirect shareholders nor any other person or entity having a direct or indirect ownership or controlling interest in them or you, are or become (i) a person targeted by Sanctions; or (ii) directly or indirectly owned or controlled by any such person (each a "Sanctioned Person"). We may terminate our services with immediate effect in case of breach of the foregoing. You agree, represent and warrant that you will notify us in writing immediately, and we may terminate our services with immediate effect, if you or any of your employees, officers, directors, affiliates, direct or indirect shareholders or any other person or entity having a direct or indirect ownership or controlling interest in them or you, becomes or reasonably risks becoming a Sanctioned Person or if you or they become directly or indirectly owned or controlled by one or more Sanctioned Persons.

Customer Support, Information, Questions and Complaints

For customer support with account- and payment-related questions ("Customer Support Queries"), please use Customer Support resources through your account menu.

Warranty disclaimers

Wall Street English will provide the Wall Street English Services using reasonable care and skill and in accordance with any specification of the Wall Street English Services provided by Wall Street English, however, subject to that, the Wall Street English Services is provided "as is" and "as available," without any warranties of any kind, whether express, implied, or statutory. Further, Wall Street English and all owners of the content disclaim any express, implied, and statutory warranties regarding the content, including warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement. Neither Wall Street English nor any owner of content warrants that the Wall Street English Services or content is free of malware or other harmful components. In addition, Wall Street English makes no representation regarding, nor does it warrant or assume any responsibility for, any third-party applications (or the content thereof), user content, any product or service offered by a third party on or through the Wall Street English Services. No advice or information whether oral or in writing obtained by you from Wall Street English shall create any warranty on behalf of Wall Street English. This section applies to the fullest extent permitted by applicable law.

Limitation of liability and time for filing a claim

Subject to applicable law, you agree that your sole and exclusive remedy for any problems or dissatisfaction with the Wall Street English Services is to stop using the Wall Street English Services.

In no event will Wall Street English, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages; (2) any loss of use, data, business, opportunity, goodwill, revenue, or profits (whether direct or indirect); in all cases arising out in connection with the Wall Street English Services, devices, third-party applications, or third-party application content; and/or (3) aggregate liability for any claims, liabilities, losses, damages, costs or expenses relating to the Wall Street English Services, third-party applications, or third-party application content more than the greater of (a) the amounts paid by you to Wall Street English during the twelve months prior to the first claim; or (b) three hundred (300) HK dollars. Any liability we do have for claims, liabilities, losses, damages, costs or expenses you suffer is strictly limited to losses that were reasonably foreseeable.

For clarification, these terms do not limit Wall Street English's liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation and for any other liability that, by applicable law, may not be limited or excluded.

Except where such restriction is prohibited under applicable law, any claim arising under these terms must be commenced (by issuing a demand letter or equivalent document) within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.

Breaches

Wall Street English may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the Wall Street English Services at any time if we believe you have breached any of these Terms. In case of breach, we will not refund you the amounts paid, unless we decide otherwise taking into consideration all the circumstances. For example, if your payment is not successfully authorized due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription at any time.

You agree to indemnify and hold Wall Street English harmless from and against any reasonably foreseeable direct losses, damages, claims, liabilities, costs, and expenses (including reasonable attorney fees and costs) suffered or incurred by Wall Street English arising out of or related to: (1) your breach of any of these Terms (including any additional Wall Street English terms and conditions incorporated herein); (2) any content you post or otherwise contribute; (3) any activity in which you engage on or through the Wall Street English Services; and (4) your violation of any law or the rights of a third party.

Governing Law / Jurisdiction

These Terms (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of Hong Kong, without regard to conflicts of law principles.

Further, you and Wall Street English agree to the jurisdiction of the courts of Hong Kong to resolve any dispute, claim, or controversy that arises in connection with the Wall Street English Services (including any non-contractual disputes/claims arising out of or in connection with them), except where under applicable mandatory laws, you can choose to bring legal proceedings in a different manner or place.

Class action waiver

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND WALL STREET ENGLISH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Wall Street English agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

Electronic communications

When you use Wall Street English Services or send us emails, text messages, or other communications from your desktop computer or mobile device, you will be communicating with us electronically. You agree to receive electronic communications from us, such as emails, text messages, push notifications on your mobile phone, or notices and messages posted on this website or through other Wall Street English Services. Keep copies of these communications for your records. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any law or regulation that requires such communications to be in writing.

About these Terms

Under applicable law, you may have certain rights that can't be limited by a contract. These Terms are in no way intended to restrict those rights.

Changes

We may make changes to these Terms (including any additional Wall Street English terms and conditions incorporated by reference herein) at any time by notifying you of such changes in advance, including by posting revised Terms on the corresponding website, provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other means. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms, or other Wall Street English terms and conditions, incorporating such changes, or otherwise notified you of such changes. Your use of the Wall Street English Services following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using the Wall Street English Services under the updated Terms, you must stop using the Wall Street English Services. The effective date set forth in this document indicates when these Terms were last changed.

Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and Wall Street English, these Terms constitute all the terms and conditions agreed upon between you and Wall Street English and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral. As noted above, other terms and conditions governing use of the Wall Street English Services are incorporated herein by reference, including the following terms and conditions:

Severability and Waiver

Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Wall Street English or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive Wall Street English's or the applicable third-party beneficiary's right to do so.

Assignment

Wall Street English may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You shall not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.