TERMS & CONDITIONS OF PTI PROFESSIONAL DEVELOPMENT LIMITED
(Version 8.2 — Updated: August 2026)
Thank you for choosing PTI Professional Development Limited (“PTI”). These Terms & Conditions govern your use of our platform, digital portals, distance learning courses (PDLCs), examination environments, automated tools, and proprietary datasets. Please read them with extreme care before deploying any platform skills.
1. DEFINITIONS
The “Company” refers to PTI Professional Development Limited, while The “Business Partner(s)” refers to Simplilearn and if any, other collaborating partners of The Company.
“Licence” refers to access to online courses under annual licence with 1 year access to the online video from date of receiving activation email from The Company &/or its collaborating partners, and if applicable, one-off live access to the Live Virtual Classes (LVC)
For the purposes of this Agreement, the term ‘Courseware’ shall explicitly include all ‘Company Materials,’ master prompts, prompt structures, engineering templates, and AI workflows defined in the attached PTI Practical AI Program EULA.”
2. JURISDICTIONAL SCOPE, EXCLUSIONS, AND OPERATIONAL BOUNDARIES
These Terms & Conditions apply strictly to corporate institutional entities, their authorized delegates, and individual learners accessing our platforms from Hong Kong, and international clients, including but not limited to Europe, the United Kingdom, the United States, and clients in Asia etc.. Conversely, any and all learners registering for, enrolling in, or completing training modules within Mainland China are completely and expressly excluded from the scope of this contract. All processing frameworks, administrative infrastructures, and regulatory liabilities within Mainland China fall completely under the independent, exclusive responsibility of the Shenzhen Computer User Association (SZCUA).
3. REPRESENTATIONS & WARRANTIES
The Party (i.e. The Company or The Customer) (the “Representing Party”) represents and warrants to the other Party that:
a) The Company and The Customer has been respectively duly incorporated and is validly existing under the applicable laws, and has the corporate power, authority, and all material permits, approvals, authorizations, registrations, and consents, to enter into this Agreement and perform its obligations under this Agreement; The Customer has the authority and is free to enter into this Agreement;
b) The Representing Party has no obligations, legal or otherwise, inconsistent with the terms of this Agreement;
c) The performance of the obligations under and in adherence to the terms and conditions of this Agreement by the Representing Party does not violate any applicable laws, or any proprietary or other right of any third-party and the Representing Party shall be responsible for ensuring continuous compliance with the applicable laws;
d) The Representing Party will not use in the performance of its responsibilities under this Agreement, any confidential information or trade secrets of any other person or entity unless such use has been expressly permitted and authorised by such other person or entity;
e) The Representing Party has not entered into and will not enter into any agreement (whether oral or written) in conflict with this Agreement; and
f) No contractors &/or sub-contractors &/or customers of The Customer can make any claims to The Company &/or any of The Business Partner(s) under this Agreement.
4. UNDERTAKINGS
The Customer undertakes to pay the fees payable by the due date. For any payment unsettled beyond due date, we reserve the right to charge 10% additional fee. For each subsequent month, a further 10% is charged until full settlement.
The Company undertakes that:
a) It will NOT further on-sell to other customers or parties;
b) For all courses of The Company &/or its collaborating partners, including but not limited to Online E-learning standard off-the-shelf courses (whether consisting solely of pro-recorded online videos only, or whether consisting of public
classes only, or consisting of a combination of both online videos and public classes), private classes, Customised
Live Virtual Classes (Customised LVCs), Expert Sharing Sessions, Product Masterclasses, & other courses etc. The
Customer will undertake & will also ensure no sharing of the LMS with any other unauthorised person(s) nor broadcasting or recording by any means or in any form of any content of the courses by The Customer or any of its staff or anyone.
c) It will NOT associate &/or appear &/or represent &/or mislead in any way to any party to associate itself with NOR directly display in any website in any document the logo or any content of The Company, any Accreditation Bodies, Industry Partners/Companies, Universities or any other collaborating parties of The Company &/or The Business Partner(s), without (i) having authorized by such Accreditation Body, Industry Body, or University, AND (ii) written consent of The Company, AND if relevant, also (iii) written consent of The Business Partner(s).
d) Accreditation Bodies for the purpose of this undertaking shall include but not limited to PMI, Axelos, EC-council, OMCP, People CERT, EXIN, CompTIA, IASSC, Pearson (CISSP), Microsoft etc., as updated &/or revised by The Company &/or its collaborating partners, without notice to The Customer.
5. RIGHT OF USE AND RESTRICTIONS
Each licence is available for one user only, as per the email registered at activation of the course(s). No change, transfer or assignment to another user is allowed.
a) Right to Access and Use: Subject to the terms of The T & Cs and payment by Customer, The Company &/or The Business Partner(s) grant(s) Customer a royalty-free, non-exclusive, non-transferable, limited term right to use the Courseware on a subscription license based model as described in the Sales Contract, for up to the number of “licenses” identified on the Sales Contract which must be assigned to particular Users, solely for Customer’s internal training of the Users during the Term. Where the Courseware is provided through a traditional subscription license (i.e. media or electronic download of content), Customer shall have a non-exclusive license to use the Courseware ordered, in object form only, on a single file server for use on a single local area network unless agreed in writing by The Company &/or The Business Partner(s), provided that the number of Users connected to The Company &/or The Business Partner(s) server does not exceed the permitted number of Users identified in the Sales Contract, and subject to the use restrictions set forth in The T & Cs. Where the Courseware is provided through a CaaS model (“Content as a Service” or “CaaS”, i.e. accessing such Courseware via The Company &/or The Business Partner(s)’s LMS), Customer shall have a non-exclusive license to use the Courseware ordered by accessing the LMS, provided that the number of Users connected to the server does not exceed the permitted number of Users identified in the Sales Contract, and subject to the use restrictions set forth in The T & Cs.
b) Restrictions: Customer shall not misuse the Courseware. For example, Customer may not interfere with the Courseware or try to access them using a method other than the interface and the instructions that The Company &/or The Business Partner(s) provides. Except specifically for the limited right provided in Clause 4.a)., Customer shall not have any other right and/or will not commit / do any act not specifically and expressly permitted under The T & Cs, including but not limited to:
(i) license, sublicense, sell, resell (unless agreed in writing by The Company &/or The Business Partner(s)),
transfer, assign, distribute, or otherwise commercially exploit or make the Courseware available to any third party;
(ii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Courseware, or any of its components;
(iii) use the Courseware to conduct fraudulent activities;
(iv) attempt to gain unauthorized access to the Courseware, engage in any denial of service attacks, or otherwise cause immediate, material or ongoing harm to The Company &/or The Business Partner(s),its provision of the Courseware, or others;
(v) impersonate or misrepresent an affiliation with a person or entity;
(vi) use the Site to store or transmit Malware;
(vii) use the Courseware for any purpose that violates applicable law or regulation, infringes on the rights of any person or entity, or violates The T & Cs;
(viii) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign, or otherwise transfer to a third party the Courseware or any copy thereof, in whole or in part;
(ix) use the Courseware for third-party training, commercial time-sharing, or service bureau use;
(x) capture, download, save, upload, print or otherwise retain information and content available through the Courseware other than what is expressly allowed by The T & Cs; or
(xi) remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Courseware; (each of (i) to (xi), a “Prohibited Use”). All rights not expressly granted to Customer are reserved by The Company &/or The Business Partner(s) and its licensors.
6. TERM AND TERMINATION
The T & Cs shall be effective from the Effective Date and continue to be valid for the duration of the subscription plan mentioned in the Sales Contract, unless terminated earlier by The Company &/or The Business Partner(s) in accordance with The T & Cs. Any termination or expiry of The T & Cs, as the case may be, shall not affect the accrued rights and obligations of the Parties as on the date of termination or expiry of The T & Cs. On the termination of The T & Cs for any reason: (A) all rights granted to Customer under The T & Cs, including Customer’s ability to access any data stored in the The Company’s &/or The Business Partner(s)’ LMS &/or website, will immediately terminate; and (B) Customer must promptly discontinue all use of the Courseware and delete or destroy any Confidential Information of The Company &/or The Business Partner(s), including any Courseware in The Customer’s control.
Termination of The T&Cs will not entitle The Customer to any refunds, credits, or exchanges unless specifically stated above in the Sales Contract.
The Company &/or The Business Partner(s) may, at its sole discretion, suspend the subscription license or terminate The T & Cs: if The Company &/or The Business Partner(s) deems it necessary to prevent or terminate any Prohibited Use; or
(i) upon written notice to Customer if The Customer commits a material breach of The T & Cs; or
(ii) if The Company &/or The Business Partner(s) receives credible notice from a third party or agency that The Customer is in material breach of The T & Cs.
Suspension of subscription license and/or termination of The T & Cs shall be without prejudice to any other rights The Company &/or The Business Partner(s) may have under The T & Cs, in law, contract or in equity.
7. FITNESS FOR PURPOSES
Except as provided in this Section, The Company makes no warranty, promise or obligation with respect to the courses, their use, repair or performance. The Company disclaims any warranty, promise or obligation that the courses of The Company &/or The Business Partner(s) shall be fit for any particular use or purpose, &/or conform to any samples, trial courses, or models, regardless of whether such use or purpose is made known to The Company &/or The Business Partner(s) or not.
The Company &/or The Business Partner(s) hereby disclaim(s) all other warranties, promises and obligations, express, implied or statutory, including any warranties, promises and obligations arising from a course of dealing or usage of trade.
8. CONFIDENTIAL INFORMATION & NON-SOLICITATION
Any information, data, material shared or provided by The Company &/or The Business Partner(s) to the Customer for or under or pursuant to The T & Cs &/or Sales Contract, including Courseware, proprietary material of The Company &/or The Business Partner(s) on its respective website (“Proprietary Material”), shall be and remain strictly confidential and the Customer and/or its Users shall not disclose to any third party and shall only use the confidential information / proprietary information for the purposes expressly permitted under The T & Cs. No press releases or other communications regarding the relationship between the Parties shall be made without the written consent of The Company &/or The Business Partner(s).
During the term, and upon expiry, of this Agreement, unless with written expression by The Company’s affairs, The Customer will not divulge to or communicate with any person, firm, association, partnership, corporation, organization, or other entity any trade secrets or confidential information of The Company &/or The Business Partner(s) &/ or of The customers of The Company &/or The Business Partner(s), including, without limiting the generality of the foregoing, the identity of The Company’s &/or The Business Partner(s)’ customers, terms of any agreement between the Company &/or The Business Partner(s) and between its respective customers, or information which may in any way result in the identification of The Company’s &/or The Business Partner(s)’ customers.
9. SECURITY & PRIVACY
The Customer hereby grants The Company &/or The Business Partner(s) a limited, non-exclusive, royalty-free, license to access the customer data to provide services. The Company &/or The Business Partner(s) reserve(s) the right to use and store Customer’s traffic and user log data to maintain or improve the CaaS. Some such information may be shared with third parties (for example, statistics that indicate amount of traffic, success rates, and size of The Company’s &/or The Business Partner(s) subscribers), provided Customer’s name, Users’ names, and any other identifying information are kept confidential. The Company &/or The Business Partner(s) may use cookies to store user session information, access codes and application settings to ease site navigation processes for the purposes of providing the CaaS hereunder. The collection of this data may be necessary to provide Customer with the relevant CaaS as ordered or improve overall security for The Customer and Users of the CaaS. No data transmission over the Internet can be guaranteed to be secure. The Company &/or The Business Partner(s) is/are not responsible for any interception or interruption of any communications through the internet or networks or systems outside The Company &/or The Business Partner(s)’s control. The Customer is responsible for maintaining the security of The Customer’s networks, servers, applications, and access codes.
By entering into The T & Cs, or using the Subscription License, The Customer agree to The Company’s Privacy Policy at www.the-pti.com/privacy-policy &/or The Business Partner(s)’ Privacy Policy of The Business Partner(s), including but not limited to at http://www.simplilearn.com/terms-and-conditions#/privacy-policy for Simplilearn, as may be updated from time to time without notice to The Customer The Customer is solely responsible for securing any privacy-related rights and permissions from The Customer’s Users as may be required by applicable law.
10. INTELLECTUAL PROPERTY
The Customer acknowledges The Company &/or The Business Partner(s) retain ownership of all the intellectual property rights of their respective online, customised and other courses and the proprietary software and software technologies, including but not limited to study manuals, suggested reading lists, test preparation manuals, sample questions, practice exam simulators, course videos, test preparation videos, authoring tools, delivery softwares, administration services or techniques, logos, all related manuals and instructions for all courses and any other material that is intellectual property of The Company &/or The Business Partner(s)
The Customer &/or its users is/are not permitted to make any alteration, changes, or enhancements of any kind to the courses or the intellectual property of The Company &/or The Business Partner(s).
The Customer agrees that it will not claim any ownership of the intellectual property rights in any of the courses.
The Company &/or The Business Partner(s) is/are the sole and exclusive owner of and reserves all intellectual property rights to the Proprietary Material. No posting, copying, transmission, distribution, publication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, modifying, or commercially exploiting any Proprietary Material in any form or by any means, for any purpose, is permitted under or pursuant to The T & Cs.
The Company &/or The Customer is not performing any “work for hire” under The T&Cs, or any Sales Contract, and The Company &/or The Business Partner(s) shall continue to own all rights, title and interest worldwide in any work product, which shall be and hereby is the sole property of The Company &/or The Business Partner(s) applicable, whether or not patentable, to the fullest extent possible by law.
11. DISCLAIMERS & ABSOLUTE CONTENT SUFFICIENCY LIMITATIONS
ABSOLUTE SUFFICIENCY AND CONTENT REGULATORY DISCLAIMER: Individual learners, participating institutional clients, bank personnel, and corporate entities expressly acknowledge and agree that the products, services, course contents, templates, study materials, and AI prompt frameworks provided by PTI Professional Development Limited are intended solely for general educational, practical, and informational reference purposes. PTI Professional Development Limited makes no representations, warranties, or guarantees, whether express or implied, that the course content covers sufficiently or exhaustively the specific AI governance frameworks, regulatory standards, risk-management controls, or operational mandates required by global or local banking regulators for any specific corporate role or individual banking career path. The training program does not constitute legal, financial, or regulatory compliance auditing. While general global AI governance principles, ethical values, or international statutory frameworks (including but not limited to the EU AI Act, GDPR, US Federal Reserve/OCC SR 11-7, FCA operational resilience guidelines, or MAS FEAT Principles) may be referenced for context or practical illustration, it remains the sole, independent, and un-transferable responsibility of the participating individual learner and/or their employing financial institution to ensure that any downstream AI models, operational workflows, prompt designs, or organizational strategies comply with their specific local banking regulations. PTI Professional Development Limited, its directors, faculties, and agents expressly disclaim any and all liability for regulatory fines, compliance failures, professional disqualifications, financial losses, or operational detriments arising from an individual learner’s or institution’s reliance on our training content as a complete guide to banking compliance.
12. WARRANTY, REMEDIES AND OTHER DISCLAIMERS:
a) Each party represents that it has validly entered into The T & Cs and has the legal power to do so.
b) WARRANTY: The Company &/or The Business Partner(s) warrant(s) that The T & Cs, the order form, the SalesContract and additional technical documentation (if applicable) provided by The Company &/or The Business Partner(s) describe reasonably the applicable administrative, physical, and technical specifications of the Courseware and terms and conditions of its usage as on the Effective Date.
c) LIMITATION OF REMEDY: In the event The Company’s &/or The Business Partner(s)’ LMS &/or website is/are not available online at an unscheduled time, then The Customer’s sole and exclusive remedy and The Company &/or The Business Partner(s)’ sole and exclusive obligation shall be to use commercially reasonable efforts to restore the availability of LMS &/or website of The Company &/or The Business Partner(s).
d) DISCLAIMER: With the exception of the limited warranty mentioned in this Terms & Conditions, any use by The Customer and The Customer’s users of the courseware is at their own risk. The courseware are provided “as is” to the fullest extent permitted by laws. The Company and The Business Partner(s) and its/their licensors expressly disclaim all other warranties, express or implied, including warranties of quality, performance, merchantability, fitness for any particular purpose, non-infringement, title, and ownership, the entire risk as to the quality, accuracy, adequacy, completeness, currency, correctness, or validity of any information, material or content provided by or through the courseware rests with the user. The Company &/or The Business Partner(s) and its licensors do not warrant that the courseware or website: (1) are error-free;&/or (2) will perform uninterrupted; &/or (3) will meet customer’s requirements.
13. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
Any of The Company, The Business Partner(s), or The Customer shall not be liable to the other or any third party for any indirect, consequential, exemplary, special, punitive, or incidental damages, including, lost profits, revenues, goodwill, data, opportunity cost, arising out of or related to The T & Cs regardless of whether such liability is based on a breach of contract, tort, strict liability, warranties, failure of essential purpose, or otherwise, even if a party has been advised of the possibility of such damages.
14. LIMITATION OF LIABILITY
In no case shall The Company &/or The Business Partner(s)’s aggregate liability for any matters arising out of the subject matter of The T & Cs, whether in contract, tort or otherwise, including but not limited to negligence claims and any of The Company &/or The Business Partner(s)’ indemnification obligations, exceed the amounts actually received by The Company &/or The Business Partner(s) under the applicable Sales Contract for the prior six (6) months immediately preceding the event giving rise to such liability.
15. INDEMNIFICATION
The Customer agrees to indemnify, defend, and hold The Company &/or The Business Partner(s) harmless from all claims, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of, or relating to any of below:
a) The Customer’s or User’s engagement in a Prohibited Use;
b) failure by Customer to obtain all necessary consents related to data which it provides to The Company &/or The Business Partner(s);
c) claims by third parties arising from Customer’s Prohibited Use of the Courseware;
d) taxes arising from the Courseware whether now in effect or imposed in the future (excluding taxes based on The Company &/or The Business Partner(s)’s income);
e) breach of Customer’s representations, warranties or responsibilities contained in The T&Cs; and
f) any reasonable costs and attorneys’ fees required for The Company &/or The Business Partner(s) to respond to a subpoena, court order or other official government inquiry regarding Customer’s data or Customer’s use of the Courseware.
Subject to Clause 12 Limitation of Liability and Clause 13 Indemnification of The T&Cs, The Company agrees to indemnify The Customer from all direct claims, liabilities, damages, fines, penalties, costs and expenses (including reasonably attorneys’ fees) actually suffered / incurred by the Customer arising out of or relating to any breach of The Company’s representations, warranties, or responsibilities contained under The T&Cs.
16. JURISDICTION/GOVERNING LAW
The T&Cs will be governed by and construed in accordance with the substantive laws in force in the Hong Kong Special Administrative Region (HKSAR). Save for disputes subject to confidential arbitration under Section 8 of the attached PTI Practical AI Program EULA, the courts of HKSAR shall have exclusive jurisdiction over any matters arising under this Agreement.
17. SURVIVAL
Rights and obligations in this Contract survive the termination or expiration of The T & Cs. Similarly, any clauses that survive the termination of The T & Cs by their nature shall survive expiration or termination of The T & Cs.
18. ENTIRE T&Cs, SEVERABILITY, AND MANDATORY EXECUTION
(a) Mandatory Execution Prior to Engagement: Digital execution of these Terms & Conditions via e-sign is a strict condition precedent to payment acceptance, onboarding, or the release of Zoom credentials. PTI reserves the right to reject and refund any payments processed without an executed agreement on file.
(b) Entire Agreement: The T&Cs represent the entire agreement between the parties and expressly supersedes and cancels any other communication, representation or advertising whether oral or written, on the subjects herein. The T&Cs supersede and control over any conflicting terms contained in any Customer purchase order or Sales Order, even if executed after the Effective Date of The T&Cs. Failure of The Company to object to any other terms and conditions in relation to the subject matter hereof, whether oral or contained in any other document, including any online terms and conditions, shall not be construed as a waiver of The T&Cs or any provision hereof, nor as acceptance thereof.
(c) Severability: If any provision of The T&Cs is declared invalid or unenforceable by an arbitrator, court, or administrative agency of competent jurisdiction, the remaining provisions hereof shall remain in full force and effect, and The T&Cs shall be construed and performed as if it did not contain the invalid or unenforceable provisions.
19. WAIVER
The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Sales Contract, or the waiver of any breach of any of the terms and conditions of this Contract, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
PRACTICAL AI BANKING PROGRAM: MASTER TRAINING AGREEMENT & END USER LICENSE AGREEMENT (EULA)
This Master Training Agreement and End User License Agreement (the “Agreement”) is a legally binding contract entered into by and between PTI Professional Development Limited (the “Company”) and the individual participant and/or their employing corporate institution/bank (collectively, the “Participant”).
By enrolling in, accessing, or participating in the PTI Practical AI Program conducted via Zoom or any other digital medium, the Participant explicitly agrees to be bound by the terms herein.
1. Ownership of Company Materials & AI-Assisted Prompts
(a) All master prompts, prompt structures, engineering templates, workflow blueprints, sequences, and curriculum materials shared during the program (collectively, “Company Materials”) remain the sole and exclusive intellectual property and copyrighted works of PTI.
(b) Recognition of Human Authorship: Participant explicitly acknowledges that Company Materials represent substantial human authorship, professional banking domain expertise, and creative curation by PTI. Notwithstanding that generative AI tools may have been utilized as an auxiliary aid in the initial generation or optimization of such texts, the final curated strings constitute the proprietary trade secrets and intellectual property of PTI.
(c) The Analog Loophole & Re-Typing Prohibitions: Participants are strictly prohibited from taking smartphone photographs, screenshots, or video recordings of Company Materials displayed via Zoom. Manual re-typing, cloning, or paraphrasing of PTI’s proprietary prompt syntax for deployment outside the active training environment constitutes a willful infringement of copyright and a material breach of this Agreement.
2. Universal Assignment of AI-Generated Outputs
(a) Participant agrees that all inputs, modified prompts, derivative prompt structures, and resulting AI-generated outputs created during or as a direct result of this Program—whether generated using PTI’s corporate enterprise AI accounts or the Participant’s personal/private AI tool accounts—shall be assigned to PTI.
(b) To the extent that any intellectual property rights attach to modifications or outputs generated on personal accounts under global or regional laws, the Participant hereby irrevocably assigns all worldwide rights, titles, and interests in such materials to PTI immediately upon creation, without the need for further consideration.
(c) Limited Personal License Back to Participant:
“Notwithstanding the automatic assignment of rights in Sections 2(a) and 2(b), PTI hereby grants the individual Participant a limited, non-exclusive, non-transferable, royalty-free, perpetual license to personally utilize the specific modified prompts they individually authored during the Program for their own personal, day-to-day individual productivity tasks at their current employing financial institution.
This personal license is strictly conditional upon the following restrictions:
No Corporate Distribution:The Participant shall not share, distribute, publish, or expose these prompts to any colleagues, team members, or corporate repositories within the bank.
No Institutional Deployment: The prompts shall not be automated into systemic corporate workflows or used to train other bank employees unless the bank executes a formal Corporate Enterprise/White Label License under Section 7.”
3. Confidentiality and Non-Disclosure (Trade Secrets)
(a) All Company Materials constitute highly confidential trade secrets of PTI. Participant shall hold all such information in strict confidence.
(b) Participant shall not disclose, publish, disseminate, or distribute any part of the Company Materials to any third party, including but not limited to un-enrolled colleagues, team members, managers, or internal corporate data repositories within their employing bank, without the express prior written consent of PTI.
4. Post-Class Usage Rules (Skills vs. Assets)
(a) Authorized Usage: Upon successful completion of the course, Participants are fully authorized and encouraged to apply the acquired knowledge, prompting methodologies, and structural frameworks to their daily banking tasks.
(b) Prohibited Usage: Participants are strictly prohibited from copying, saving, archiving, or deploying PTI’s exact word-for-word prompt strings or templates into their daily banking infrastructure or internal library databases without an Enterprise License.
5. Right to Audit & Compliance Verification
(a) In the event that PTI reasonably suspects an intellectual property infringement, data leak, or breach of confidentiality, PTI reserves the absolute right to audit the Participant’s compliance.
(b) Upon written request from PTI (a “Compliance Audit Request”), the Participant shall, within five (5) business days, provide clear, unedited screenshots, exported JSON/HTML chat logs, or system history files of the relevant personal or corporate AI tool accounts used during and after the Program.
(c) Refusal to comply with an audit request shall constitute a material breach, resulting in immediate termination from the program, forfeiture of certificates, and shall serve as a presumption of IP misuse in any legal proceedings.
6. Unauthorized Corporate Distribution & Liquidated Damages
(a) If a Participant shares, distributes, or exposes Company Materials to non-enrolled staff, or copies them into an internal bank network, the Participant’s employing institution/bank shall be jointly and severally liable to pay PTI liquidated damages.
(b) The parties agree that the liquidated damages shall be assessed at a flat fee of HKD $200,000 per unauthorized recipient, or a lump-sum fee of HKD $750,000 per affected corporate department, whichever is greater. These fees represent a genuine pre-estimate of commercial loss and R&D costs, and are not a penalty. If the fee is paid in another currency, equivalent at exchange rate determined by PTI, considering current exchange rate.
(c) PTI shall be entitled to recover all reasonable attorneys’ fees, court costs, and investigative expenses incurred in enforcing this Section.
7. Optional White Label & Enterprise Licensing Conversion
(a) If the Participant’s employing bank wishes to legally utilize, clone, customize, or distribute PTI’s master prompts or training methodologies internally to non-enrolled staff, the institution must execute a separate Corporate Whitelabel & Enterprise License Agreement with PTI.
(b) Upon payment of the prevailing Enterprise License Fee, PTI will grant the institution a non-exclusive corporate license to host and deploy the prompts within the bank’s secure internal network.
8. Governing Law and Dispute Resolution (Hong Kong)
(a) This Agreement shall be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region (HKSAR).
(b) Any dispute, controversy, difference, or claim arising out of or relating to this contract, including its breach or termination, shall be referred to and finally resolved by confidential arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
(c) The seat of arbitration shall be Hong Kong. The language of the arbitration proceedings shall be English.