Terms & Conditions of Service

1.1 “Company”, “we”, “us”, “our” means Mr. Discovery Limited (Hong Kong).

1.2 “Client”, “you” means the purchasing entity.

1.3 “Services” include:

1.3.1 Strategy & Advisory (market research, pricing, modelling, GTM).

1.3.2 Funding & Partnerships (eligibility audits, application preparation, decks, reporting enablement, incorporation/banking guidance).

1.3.3 Brand Localisation & Market Penetration (identity/messaging in EN/TC, PR decks, GTM playbooks, relationship building).

1.3.4 Marketing Execution & Creative Production (paid media, influencer/KOL, video/photo/TVC/animation, collateral, analytics, microsites).

1.3.5 Consultations (sessions of any duration offered from time to time, including but not limited to 30 minutes and 1 hour).

1.4 “Deliverables” means reports, documents, applications, campaigns, creative assets or other materials prepared by us.

1.5 “Order” means any Proposal, Quotation, Statement of Work (SOW), invoice, or online booking confirmed by you (together with these T&Cs, the “Agreement”).

2.1 By (i) checking “I agree”, (ii) paying our invoice, online checkout, or bank transfer (T/T), or (iii) instructing us to proceed or accepting our Quotation, you confirm you have read and agree to these T&Cs.
2.2 The Order and these T&Cs constitute the entire agreement between you and us. Where there is a conflict, the Order prevails over these T&Cs.

3.1 We will exercise best efforts, experience and professionalism in good faith.
3.2 We do not guarantee any particular outcome, including funding approvals, marketing reach, sales, rankings, investor interest, or regulatory approvals.
3.3 You acknowledge results depend on factors outside our control (market conditions, platforms, regulators, your implementation, third parties).

4.1 You will provide accurate, complete and updated information.
4.2 You will secure internal approvals promptly.
4.3 You will obtain all necessary third-party rights (e.g., trademarks, music, talent/model/location releases) unless our Order states we will procure them on your behalf.
4.4 You will comply with applicable laws, platform policies and sector regulations (including liquor, advertising standards, consumer protection).
4.5 Your delays or omissions may move timelines and incur additional fees.

5.1 All consultation fees, regardless of duration (including but not limited to 30-minute or 1-hour sessions), are strictly non-refundable.

5.2 Pricing reflects the preparation undertaken to understand your business and service needs in advance of the session, as well as the opportunity cost of reserving our time.

5.3 If you fail to attend or cancel, the fee remains payable and no refund will be issued.

5.4 One reschedule may be permitted if you provide at least 48 hours’ written notice, subject to our availability. If you reschedule more than once, or fail to attend the rescheduled session, the fee is forfeited.

6.1 Unless otherwise stated in the Order, fees are denominated in HKD and are exclusive of taxes, levies, licence costs, media spend, talent fees, travel, insurance, permits and reimbursable out-of-pocket expenses.

6.2 Invoices are payable within seven (7) calendar days of issue. Late payments accrue interest at 2% per month (simple) or the maximum permitted by law, whichever is lower.

6.3 Accepted payment methods include:
6.3.1 Online checkout on our website.
6.3.2 Bank transfer (T/T).
6.3.3 Acceptance of a Quotation issued via our accounting system (including confirmation by email or PO).

6.4 We reserve the right to suspend Services if payment is overdue.

6.5 Deposits & Upfront Payments

6.5.1 Certain Services, including but not limited to funding applications, marketing campaigns, creative production, and long-form advisory projects, may require an upfront payment or deposit as specified in the Quotation or Order.

6.5.2 Such deposit or upfront payment represents confirmation of engagement and authorises us to allocate resources, commence preparatory work, and reserve scheduling capacity.

6.5.3 Deposits and upfront payments are strictly non-refundable under all circumstances, regardless of subsequent cancellation, termination, non-performance by the Client, or failure to proceed with the project, as they cover committed preparation, scheduling, and opportunity costs.

6.5.4 Deposits will be credited against the total project fee, with the balance invoiced according to the payment schedule set out in the Quotation or Order.

7.1 Scope includes the deliverable counts, rounds and lengths specified in the Order.
7.2 Changes beyond scope require a written variation and may affect fees and timelines.
7.3 A Deliverable is deemed accepted upon 7.3.1 your written approval, or 7.3.2 seven (7) days after delivery if no specific defects are raised in writing.

8.1 For ITF/HKSTP/Cyberport/InvestHK or other schemes, we prepare materials and coach your team, but approvals rest solely with the relevant authority.
8.2 We are not a law firm and do not provide legal, tax or audit advice.
8.3 Where we assist with incorporation/banking guidance, outcomes depend on bank/regulator discretion.
8.4 No guarantee is given as to approval, timing or amount.

9.1 Campaigns depend on third-party platforms (e.g., Meta/YouTube/Google) and their changing policies, algorithms and availability.
9.2 Metrics and reporting rely on platform data we do not control.
9.3 We are not liable for outages, policy changes, ad rejections, or account actions by platforms.

10.1 Kill/hold/weather fees, permits, location costs, talent/model fees, music and stock licences are your responsibility unless the Order states otherwise.
10.2 We will advise typical costs and obtain quotes on request.
10.3 You warrant that any client-supplied content is cleared for intended use.

11.1 Pre-existing IP & Know-How. Each party retains its pre-existing IP and non-exclusive know-how. We may reuse general learnings, templates and processes.
11.2 Final Deliverables Licence. Upon full payment, we grant you a non-exclusive, worldwide, non-transferable licence to use the final approved Deliverables solely for the purposes and media specified in the Order. Unless expressly agreed in writing, project files/source files, raw footage, working files and proprietary tools remain our property.
11.3 Third-Party Materials. Usage is subject to third-party licence terms (e.g., music/talent/stock) including duration, geography and media. Extended uses require additional licences.
11.4 Portfolio Use. We may display non-confidential project details and final outputs in our portfolio, showreels, case studies and credentials, unless you reasonably object in writing for regulatory/stealth reasons.

12.1 We will keep your non-public information confidential and use it only to deliver the Services.
12.2 If we process personal data, each party will comply with Hong Kong’s Personal Data (Privacy) Ordinance (Cap. 486) and any agreed Privacy Policy/Data Processing Addendum.
12.3 You remain the “data user” for personal data you supply; we act as a “data processor” for processing done on your behalf.

13.1 Each party will comply with applicable anti-bribery, sanctions, export control, advertising and industry regulations.
13.2 We may decline work that is unlawful, misleading, discriminatory or harmful.

14.1 We warrant the Services will be performed with reasonable care and skill.
14.2 To the maximum extent permitted by law, we disclaim all other warranties (merchantability, fitness for a particular purpose, non-infringement, results).
14.3 Cap. Our aggregate liability arising out of or in connection with a specific project is limited to fifty percent (50%) of the fees paid for that project in the twelve (12) months immediately preceding the claim.
14.4 Multi-entities aggregation. For liability purposes, all Services purchased under different emails, contracting entities, or personal/company identities but connected to the same business purpose shall be aggregated and treated as a single Client relationship. The cap in Clause 14.3 applies once in aggregate across such Services.
14.5 Exclusions. We are not liable for indirect, consequential, special or punitive losses, including lost profits, revenue, data or goodwill.
14.6 Carve-outs. Nothing limits liability for fraud, wilful misconduct, or death/personal injury where liability cannot be excluded by law.

15.1 You will indemnify and hold harmless the Company from and against claims, losses, costs and liabilities (including reasonable legal fees) arising out of or in connection with:
15.1.1 Your materials, data, instructions or specifications.
15.1.2 Your breach of these T&Cs or of applicable laws, regulations, platform or third-party terms.
15.1.3 Infringement claims relating to client-supplied assets or directions.
15.1.4 Product/service, advertising or promotional claims relating to your business.

16.1 Definition. “Force Majeure” means an event beyond a party’s reasonable control that prevents or materially delays performance, including acts of God, fire, flood, typhoon, earthquake, epidemic/pandemic, war, terrorism, civil unrest, industrial dispute, governmental action, court order, blackouts, failures of telecommunications or internet service, third-party platform outages or suspensions, or similar events not caused by the affected party.
16.2 Notice & Updates. The affected party will notify the other without undue delay (within 3 business days of awareness), describing impact and mitigation, and provide reasonable updates.
16.3 Suspension & Mitigation. Obligations directly prevented are suspended during Force Majeure. Each party shall take commercially reasonable steps to mitigate effects, perform unaffected obligations, and resequence milestones where only part of the Services is affected.
16.4 Time Extensions & Change Control. Affected timelines/milestones are extended by a period reasonably equal to the delay. If assumptions materially change (e.g., venue unavailability, platform suspension), the parties will agree a written change order adjusting scope, deliverables, fees and schedule.
16.5 Commercial Consequences.
16.5.1 Fees already paid remain strictly non-refundable.
16.5.2 You shall pay for all Services properly performed up to the date Force Majeure first prevented performance.
16.5.3 You remain liable for all third-party/committed costs (including media, permits, equipment, talent, travel, venue and licensing) that are non-recoverable or attract rebooking/cancellation charges.
16.5.4 If you request us to keep resources “on hold”, reasonable standby/holding fees may apply; otherwise we may reallocate resources.
16.5.5 Additional reasonable costs to mitigate or resume performance (e.g., alternative suppliers, reshoots, rescheduling, data transfer/storage, platform compliance remedies) are chargeable at agreed rates.
16.5.6 Any requested acceleration to recover lost time after resumption will attract agreed expedite fees and incremental costs.
16.6 Prolonged Force Majeure. If Force Majeure continues for 30 consecutive days (or 45 days in aggregate within 60 days), either party may terminate the affected Order on 7 days’ written notice.
16.7 Termination for Force Majeure. On such termination, you shall pay: 16.7.1 fees for Services properly performed up to termination; 16.7.2 committed/non-recoverable third-party costs; and 16.7.3 reasonable demobilisation, handover and secure archiving.
16.8 Data, Confidentiality & IP During Suspension/Termination. Confidentiality and data protection continue to apply. On request and subject to payment under 16.7, we will take commercially reasonable steps to safeguard in-progress materials and provide a practicable handover of Deliverables in the then-current state, subject to Section 11 (IP and usage).
16.9 No Waiver of Payment. Except as expressly set out above, Force Majeure does not waive your obligation to pay undisputed amounts due.

17.1 We may use vetted subcontractors/specialists while remaining responsible for delivery.
17.2 The parties are independent contractors; no partnership, agency or employment is created.

18.1 Either party may terminate for material breach not cured within 14 days of written notice.
18.2 Upon termination, non-refundability applies; amounts for Services performed and committed third-party costs remain payable.
18.3 Licences for any unpaid Deliverables immediately cease.

19.1 Formal notices must be sent to the addresses/emails stated on the Order (subject to update by written notice).

20.1 These T&Cs and any dispute are governed by Hong Kong law.
20.2 The parties submit to the exclusive jurisdiction of the courts of the HKSAR.

21.1 Severability. If any provision is invalid, the remainder remains effective.
21.2 No Waiver. Failure to enforce any provision is not a waiver.
21.3 Assignment. Neither party may assign without the other’s prior written consent (not to be unreasonably withheld), except we may assign to a successor in connection with a reorganisation or transfer of business.