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Terms of Service

Date: 08/24/2021

These are the Terms of Service (the “Terms”) governing your usage of Prepmatter’s website prepmatter.com (“Site”) and contains important information about your legal rights, remedies and obligations. By accessing or registering this Site you agree to these terms, which form a binding legal contract between Prep Matter Limited (“Prepmatter”) and the registered candidate or customer (“you” or “Candidate” or “Customer”) that governs your access to and use of the Prepmatter website and all associated services (collectively, “Prepmatter Services”). If you are registering on behalf of another individual, it is your responsibility to ensure the person participating is aware of these terms and accepts them. By completing the registration on behalf of another individual you are warranting that you have made the Participant aware of these terms and that they have accepted these terms.

When these Terms mention “Prepmatter,” “we,” “us,” “our,” or “its,” it refers to Prep Matter Limited, RM 747, 7/F Star HSE 3, Salisbury, RD, TST, Hong Kong.

Our collection and use of personal information in connection with your access to and use of Prepmatter are described in our Privacy Policy.

1. Change of these Terms

1.1. Prepmatter reserves the right to change these Terms at any time. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of Prepmatter will constitute acceptance of the revised Terms.

2. Eligibility, Using Prepmatter, Coach or Candidate Verification

2.1. Prepmatter may at times limit your access and use of the Site, and certain features of the Site, subject to certain conditions or requirements, such as meeting specific eligibility criteria, meeting Ratings or Reviews thresholds, or booking and cancellation history.

2.2. It is difficult to verify a Coach or Candidate’s identity on the Internet and therefore we shall not be liable and do not assume any responsibility for the confirmation of any user or Customer’s identity.

3. Copyright and Intellectual Property

3.1. Prepmatter and Prepmatter Services may partially or entirely be protected by copyright, trademark, and/or other laws of Hong Kong. You acknowledge and agree that all the associated intellectual property rights are the sole exclusive property of Prepmatter.

3.2. You are expressly not allowed to erase, , edit or remove any copyright, trademark, logo, proprietary rights notices or source identifiers on or any Prepmatter content.

3.3. You are not permitted to utilise, copy, modify, repurpose, prepare derivative works of, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit Prepmatter content, except as expressly permitted in these Terms.

3.4. Subject to your adherence to these Terms, Prepmatter shall grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any content made available on or through Prepmatter and accessible to you, exclusively for your personal consumption and non-commercial use.

3.5. As and when you are uploading, posting or otherwise making available any content on or through Prepmatter, you grant to Prepmatter a non-exclusive, perpetual (or for the term of the protection), sub-licensable and transferable license to such content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such content to provide and/or promote Prepmatter, in any media or platform.

3.6. You shall remain responsible for any and all content that you make available on or through Prepmatter and the Site. Accordingly, you represent and warrant that: (i) you are the sole and exclusive owner of all content that you make available on or through Prepmatter; and (ii) neither the content nor your posting, uploading, publishing, submitting or transmitting content that may misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

3.7. You must not post, upload, publish, submit or transmit any content that: (i) is fraudulent, untrue, or misleading (directly or by failure to information); (ii) is defamatory, obscene, vulgar or offensive; (iii) promotes discrimination, racism, hatred, harassment or harm against any individual or group; (iv) is threatening to any other person; (v) promotes illegal or harmful activities; or (vi) violates any of Prepmatter’s policies.

3.8. You acknowledge that Prepmatter has no general obligation to monitor the content of the customer nor to actively seek facts or circumstances indicating illegal activity, but has the right to review, disable access to, or edit any content made available on Prepmatter.

3.9. Prepmatter respects copyright law and expects its Candidates and Coaches to do the same. If you believe that any content on Prepmatter infringes copyrights you own, notify us.

4. Service Fees applicable to Single Purchases and Package Purchases

4.1. Prepmatter may charge a fee to Coaches (“Coach Fee”) and/or to Candidates (“Booking Fees”) (collectively, “Service Fees”) in consideration for the use of Prepmatter.com and Prepmatter Services.

4.2. Any applicable Service Fees will be displayed to a Coach or Candidate prior to publishing or booking a Coaching Service. Prepmatter reserves all rights to change the Coach Fee and Service Fees at any time. Such fee changes will not affect any bookings made prior to the effective date of the fee change.

4.3. You shall be solely responsible for paying any Service Fees that you owe to Prepmatter. The applicable Service Fees (including any applicable Taxes) are collected by Prepmatter. Prepmatter will deduct any Coach Fees, bank transfer charges or intermediary payment processing fees before processing the payout to the Coach. Any Booking Fees shall be included in the Total Price collected by Prepmatter. Except as otherwise provided on Prepmatter, Booking Fees are non-refundable.

5. Terms specific for Candidates

5.1. You can book a Coaching Service available on Prepmatter by following the respective booking process. The Total Price, inclusive of the Coaching Price, Booking Fee and any applicable Taxes will be presented to you prior to booking a Coaching Service. You agree to pay the Total Price for any booking requested in connection with your Prepmatter Account.

5.2. Upon receipt of a booking confirmation from Prepmatter, a legally binding agreement is formed between you and your Coach. Prepmatter will collect the Total Price at the time of purchase.

5.3. Prepmatter offers various Services and if Candidates purchase the subscription (e.g., for 6 months) then the Candidate will be required to make another purchase in order to extend the subscription plan, Prepmatter shall not automatically renew your subscription plan.

6. Terms specific for Coaches

6.1. If you choose to use Prepmatter.com as a Coach, your relationship with Prepmatter is limited to being an independent, third-party contractor, and not an employee, agent or partner of Prepmatter for any reason, and you shall act solely on your own accord and for your own interest, and not on behalf, or for the benefit, of Prepmatter. Prepmatter does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Coaching Services. You acknowledge that you have complete discretion whether to request the listing of your Coaching Services or otherwise engage in other business or employment activities.

6.2. When providing Coaching Service through Prepmatter you must provide complete and accurate information (such as service description, instructions and calendar availability), and disclose any restrictions and requirements that apply. You are responsible to keep your Coaching Service information (including calendar availability) up-to-date at all times.

6.3. Coaching Price

6.3.1. Prepematter shall be responsible for setting the price for the Coaching Service (“Coaching Price”) applicable to Package Purchases. Such Coaching Price will be shared with a Coach before such Coach’s Coaching Services are published.

6.3.2. Once a Candidate requests a booking of your Coaching Service, you may not request that the Candidate pays a higher price than the Coaching Price.

6.4. When you confirm a booking requested by a Candidate, you are entering into a legally binding agreement with the Candidate and are required to provide your Coaching Service to the Candidate as described when the booking request is made. You also agree to pay the applicable Intermediation Fee and any applicable Taxes.

6.5. Payment Terms

6.5.1. You hereby appoint Prepmatter as your payment collection agent solely for the limited purpose of accepting funds from Candidates making Single Purchases or Package Purchases.

6.5.2. You will receive one payment for all your Coaching Services that have been completed in a given month by the end of the following month (“Monthly Payout”). You will receive your Monthly Payout, less the bank transfer charges, to the bank account you provided and in the currency you chose in your Prepmatter Account.

6.5.3. The Coaching Prices applicable to Package Purchases are set in USD.

6.6. You are solely responsible for determining your obligations to report, collect, remit or include in your Coaching Prices any applicable VAT or other indirect sales taxes or income taxes (“Taxes”).

6.7. You authorize Prepmatter to issue an invoice for your Coaching Services on your behalf.

7. Refund Policy applicable to Prepmatter’s Online Courses and/or resume/cover letter review

7.1. Customers who purchased Online Course(s) or resume/cover letter review, will not be allowed to request a refund as all Online Course and resume/cover letter review purchases are final and non-refundable for any reason whatsoever.

8. Booking Rescheduling, Cancellation and Refund Policy

8.1. Candidates and Coaches may cancel or request to reschedule a confirmed Coaching Service at any time.

8.2. If a Candidate or a Coach requests to reschedule a Coaching Service but another time and date has not been confirmed, then the Service is deemed to have been canceled by the Candidate or Coach who requested the rescheduling.

8.3. Cancellation and Refund Policies for Candidates

8.3.1. If you cancel a confirmed Coaching Service within twelve hours before such Coaching Service is due to be delivered, you will receive a refund of 50% of the Coaching Service Fee that may be redeemed for eligible bookings via Prepmatter. However if you cancel with more than twelve hours left for the Coaching Service start time then you will receive a 100% refund of the Coaching Service Fee.

8.3.2. For a Single Purchase, the amount of the refund will equal the Coaching Price paid by the Candidate. Booking Fees are non-refundable.

8.3.2.1. For a Package Purchase, the amount of the refund will equal the Total Price paid by the candidate without the Total Price that the candidate would have paid to purchase the Coaching Services already completed outside of the Package Purchase.

8.3.2.2. Prepmatter offers 3 Coaching Packages, Single Session, Five Sessions and Ten Sessions. In case a Candidate has purchased a package and requests for a refund of the unused sessions then Prepmatter shall arrange for a refund of the fee of the remaining sessions. For instance, if you book a Coaching Package of 10 sessions and have attended 6 sessions but request a refund for the remaining, you will be charged for a 5 Sessions package and one Single Session package fee.

8.4. Cancellation Policy for Coaches

8.4.1. If a Coach cancels a confirmed booking, the Candidate will receive a refund for that session and will be eligible to make another booking via Prepmatter as specified with the Coaching Package Services. In some instances, Prepmatter may allow a full refund for such booking. Further, Prepmatter may publish a review on the Coaching Service cancelled by the Coach indicating that a booking was cancelled.

8.4.2. Prepmatter may upon their sole discretion, impose a cancellation fee of 50% of the Coaching Price if a Coach cancels a Coaching Service less than twelve hours before such Coaching Service is due to be delivered or fails to deliver the Coaching Service as confirmed. Prepmatter may subtract such cancellation fee from any future Monthly Payouts due to the Coach.

8.5. Prepmatter may cancel a pending or confirmed booking on behalf of a Coach or Candidate and initiate corresponding refunds and payouts.

8.6. Prepmatter may decide, for any reason, to refund a completed Coaching Service to a Candidate. Prepmatter will be entitled to recover the amount of any such refund from the Coach, including by subtracting such refund amount out from any future Monthly Payouts due to the Coach.

8.7. If a Candidate receives a refund after the Coach has already been paid, Prepmatter will be entitled to recover the amount of any such refund from the Coach, including by subtracting such refund amount out from any future Monthly Payouts due to the Coach.

9. Ratings and Reviews

9.1. After completing a Coaching Service, Candidates can leave a public review (“Review”) and submit a star rating (“Rating”) about Coaches and the Coaching Service. Ratings or Reviews reflect the opinions of individual Candidates and do not reflect the opinion of Prepmatter. Ratings and Reviews are not verified by Prepmatter for accuracy and may be incorrect or misleading.

9.2. Ratings and Reviews by Candidates must be accurate and may not contain any false, offensive or defamatory language.

9.3. Coaches and Candidates are prohibited from manipulating the Ratings and Reviews system in any manner, such as requesting a third party to post a positive or negative Review about a specific Coach.

9.4. Ratings and Reviews form a part of the Coach’s public profile and may also be surfaced elsewhere on Prepmatter together with other relevant information such as number of bookings, number of cancellations, and other information.

10. Prohibited Activities

10.1. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of Prepmatter. In connection with your use of Prepmatter, you will not and will not assist or enable others to:

10.1.1. Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or Policies;

10.1.2. Unless Prepmatter explicitly permits otherwise, book any Coaching Service if you will not actually be using the Coaching Services yourself;

10.1.3. Contact a Coach or a Candidate for any purpose other than asking a question related to your own booking or Coaching Service, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;

10.1.4. Use Prepmatter to request, make or accept a booking independent of Prepmatter, to circumvent any Service Fees or for any other reason;

10.1.5. Request, accept or make any payment for Coaching Services outside of Prepmatter.

10.1.6. Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

10.1.7. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Prepmatter or to protect Prepmatter;

10.1.8. Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of Prepmatter.

10.2. If you feel that any Coach or Candidate you interact with, whether online or in-person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, or (ii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Prepmatter by contacting us on the solution center or contact@prepmatter.com. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

11. Term and Termination and other Measures

11.1. This Agreement shall be effective until such time when you or Prepmatter terminate the Agreement in accordance with this provision.

11.2. You may terminate this Agreement at any time by sending us an email. If you cancel your Prepmatter Account as a Coach, any confirmed booking(s) will be automatically cancelled and the corresponding Candidates will receive a full refund. If you cancel your Prepmatter Account as a Candidate, any confirmed booking(s) will be automatically cancelled and you will receive refunds as described in the Cancellation and Refund Policies.

11.3. Prepmatter may terminate this Agreement /or stop providing access to Prepmatter for convenience at any time, without notice, via email to your registered email address.

11.3.1. Prepmatter will be tracking the use of the account and in case of any misuse or sharing of account details with any third party, Prepmatter has the right to terminate your subscription immediately without any notice, at its sole discretion without any liability. 

11.4. In addition, Prepmatter may take any of the following measures:

11.4.1. refuse to surface, or delay any Coaching Services, Ratings, Reviews, or other Member Content;

11.4.2. cancel any pending or confirmed bookings;

11.4.3. limit your access to or use of Prepmatter;

11.5. If we take any of the measures described above (i) we may refund Candidates in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

12. Liability

12.1. Prepmatter is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service. The liability of Prepmatter to any Candidate or Coach for any claim arising out of or in connection with this agreement will not exceed the Service Fees retained by Prepmatter with respect to Coaching Services in which Candidate or Coach was involved during the six-month period preceding the date of the claim.

12.2 Prepmatter offers its own proprietary service of online assessment, online courses, resume, and cover letter reviews. Prepmatter shall not be liable for the success of a Candidate’s application, based on the Prepmatter Services it provides.

13. Applicable Law and Jurisdiction

13.1. These Terms are governed by and construed in accordance with the laws of Hong Kong.

14. Indemnification

14.1. To the maximum extent permitted by applicable law, you agree to release, defend (at Prepmatter’s option), indemnify, and hold Prepmatter, including but not limited to, Prepmatter, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies, (ii) your improper use of Prepmatter or any Prepmatter Services, (iii) your interaction with any Candidate or Coach, participation in a Coaching Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or participation (iv) your breach of any laws, regulations or third party rights. The indemnification obligation according to this Section only applies if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of a contractual obligation.

15. General Provisions

15.1. Except as per these Terms and as they may be supplemented by additional terms, policies or guidelines, these Terms constitute the entire Agreement between Prepmatter and you pertaining to the subject matter hereof and supersede any and all prior oral or written understandings or agreements between Prepmatter and you in relation to the access to and use of Prepmatter.

15.2. No joint venture, partnership, employment, or agency relationship exists between you and Prepmatter as a result of this Agreement or your use of Prepmatter.

15.3. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

15.4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

15.5. Prepmatter’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

15.6. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Prepmatter’s prior written consent.

15.7. If you have any questions about these Terms please contact us via solution center or email us at contact@prepmatter.com.

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