Master Provider Agreement

Reversion: 12 November 2025
JC Learning is operated by JC Human Resources Limited.

1. Scope & Structure

1.1 This Agreement sets out the legal terms governing the Provider’s use of the Platform to list, sell, and deliver CPDs and courses (live or recorded).
1.2 Commercials and feature entitlements are specified in Annex A (Plan Schedule): Flex, Starter, Plus and Pro (each a “Plan”). If there is any conflict, the Plan Schedule governs commercials/features and this Agreement governs legal terms.
1.3 Policies referenced by this Agreement (e.g., Refunds & Cancellations Policy, Assessment & Certificate Terms, Content Standards, Privacy and IP Takedown) form part of this Agreement as amended from time to time and are available at JC’s Provider Legal & Policy Page.

2. Term & Termination

2.1 Term commences on acceptance and continues unless terminated in accordance with this Clause.
2.2 Either party may terminate for convenience on 30 days’ written notice.
2.3 Either party may terminate for cause if the other party materially breaches and fails to cure within 14 days of notice.
2.4 On termination: (a) listings may be taken down; (b) final payouts are made in accordance with Clause 6; (c) learners’ completion records remain for audit and certificate verification.

3. Provider Responsibilities

3.1 Provide accurate course information, lawful content and required speaker credentials, and update promptly if changes occur.
3.2 Obtain and maintain all rights and permissions necessary to host, stream, store and sell the content; do not infringe third-party intellectual property.
3.3 Deliver courses as described and support learners on content matters (the Platform manages operations unless otherwise stated).
3.4 Comply with applicable laws, the Content Standards Policy and the Platform’s operational timelines.
3.5 Do not publish external payment links or attempt to bypass the Platform checkout.

3.6 Free CPDs
A Provider may deliver Free CPDs (for example, complimentary live webinars) upon JC Learning’s approval. Free CPDs are typically intended for subsequent listing and sale on JC Learning (for example, as on-demand or replay versions), unless otherwise agreed in writing for special promotional or outreach purposes. All Free CPDs must comply with the Platform’s content, branding, and quality requirements. While offered free of charge, they are not eligible for revenue sharing or payout. Conversion of a Free CPD into a paid listing requires JC Learning’s written approval and will then be subject to the applicable Plan Terms and revenue-sharing rules.

4. Platform Responsibilities

4.1 Operate and maintain the Platform, checkout, and certificate automation.
4.2 Provide Managed Operations per Clause 8 to ensure courses are operable and visible.
4.3 Provide payout statements and remit amounts due subject to the payout calculation.

5. Plan Selection & Changes

5.1 Provider selects a Plan per Annex A. Plan upgrades or downgrades may take effect from the next billing period unless otherwise agreed.
5.2 The Platform may modify Plan features or pricing prospectively; existing paid periods are honoured.

6. Financials, Processing Costs & Payout Calculation

6.1 Revenue Share: Flex = 65% Provider : 35% Platform; Starter = 70% Provider : 30% Platform; Plus = 75% Provider : 25% Platform; Pro = 80% Provider : 20% Platform. Early partners enjoy +5% bonus revenue share in their first 12 months. Free CPDs are excluded from all revenue-sharing, payout, and minimum-activity calculations as they are offered free of charge to participants.
6.2 Processing Costs: Payment-processor, wallet and FX fees are deducted before revenue-share calculation.
6.3 Payout Calculation (sequence): (1) Gross Charge − Processing Costs = Net Receipts; (2) Net Receipts × Provider Share = Provider Net Payable; (3) Less Set-off (refunds, reversals, adjustments, or negative balances from prior cycles); (4) Less Reserve Hold (if applied) = Current Cycle Payout (pre-threshold); (5) Plus Reserve Release (from prior cycles maturing) = Current Cycle Payout; (6) Apply Threshold (amounts below carry forward; final payout on termination paid regardless of threshold).
6.4 Cycle & Threshold — Payouts are processed monthly (25–31 HKT), covering sales recorded up to 23:59 on the 24th. The minimum payout threshold is HK$500. Balances below this threshold carry forward to the next cycle. Final balances are always paid upon termination.
6.5 Buyer Payment Methods & Currency — Buyers may pay via Alipay (Hong Kong), WeChat Pay (Hong Kong), or Faster Payment System (FPS). All settlements are in Hong Kong Dollars (HKD).
6.6 Provider Payout Rail — Provider payouts are made via FPS to a Hong Kong bank account that matches the Provider’s legal name, unless otherwise agreed in writing.
6.7 Refund Method & Charges — Refunds are returned to the original payment method whenever supported. If the original method cannot receive a refund, the buyer may select (a) bank transfer to an HKD account in the buyer’s legal name, or (b) Platform Credit. Any bank or wallet handling fees charged by intermediaries are deducted from the refund amount. “Full refund” means the Platform returns the course fee paid, excluding non-recoverable third-party charges.
6.8 Set-off, Reversals & Reserves — Refunds and payment reversals are treated as refund requests and may be deducted from the Provider’s next payout. JC Learning may retain a reasonable reserve (e.g., 10–20% of recent earnings) if an elevated refund or dispute risk is identified, such as for newly launched courses or unresolved complaints. JC Learning may also temporarily suspend access and withhold payouts while investigating suspected misuse, self-purchase, fraud, or other breach of this Agreement.

7. Assessments, Completion & Certificates

7.1 Pass Mark & Attempts — Default pass mark is 60%. Each learner is allowed one attempt per auto-graded assessment. Where manual (short- or long-answer) items apply (Pro Plan only), the Provider may permit resubmission at its discretion.
7.2 Assessment Type by Plan — Flex, Starter and Plus Plans include auto-graded quizzes only (up to five (5) questions per course). Pro Plan may include both auto-graded (up to ten (10)) and manual items. Additional quiz or manual-graded items may be purchased separately as add-ons per Annex A.
7.3 Course Completion & Certificate Release — Certificates are issued automatically upon successful completion of the assessment. Where manual items apply (Pro Plan only), answers are assessed by the Provider and certificates are released after the Platform receives final outcome.
7.4 Certificates & Verification —
(a) Each certificate displays the learner’s name, course title, completion date and applicable logo(s).
(b) All e-Certificates issued by JC Learning are valid for three (3) years from the date of issuance, as stated on the certificate.
(c) The Platform provides verification services for certificates issued during the Provider’s active partnership period. Verification may remain available for up to three (3) years after the Provider’s partnership with the Platform ends, after which verification access may be discontinued in accordance with JC Learning’s data-retention and platform policies.
(d) Participants of Free CPDs are eligible to receive an e-Certificate of Attendance, provided they meet any attendance or completion criteria specified for the session. Such certificates are valid and verifiable for three (3) years from the date of issuance, consistent with the Platform’s standard verification policy.
(e) JC Learning reserves the right to suspend or revoke any certificate found to be issued in error, fraudulently, or in violation of the Platform’s policies.

8. Operations (Managed – Included)

8.1 Included services cover enrolments and attendance, access links and reminder notifications, certificate issuance, monthly data exports (CSV/XLS), basic learner support (access, certificates, receipts) and monthly revenue statements.
8.2 Not included unless otherwise agreed: custom emails, custom certificate designs, advanced analytics, live moderation, hotline support, and content production.

9. Exposure & Marketing

9.1 Exposure items are as specified in the applicable Plan Schedule (directory listing, filters, SEO, ‘Upcoming’ highlight, social/blog posts, newsletter mentions, Category Featured highlights).
9.2 Pro Plan includes a Category Featured highlight (7 days per course, once per year).
9.3 Scheduling and editorial control remain with the Platform; make-goods may be provided in lieu of refunds for missed placements. Providers must supply required marketing materials (images, text or other assets) in the specified format and by the stated deadlines, in compliance with the Platform’s Content Standards.
9.4 JC Learning may promote courses and CPDs (including Free CPDs) on the Platform and across its media channels as part of its regular marketing and educational outreach activities, with appropriate attribution to the Provider or Speaker.

10. Data, Privacy & Consent

10.1 The Platform processes personal data in accordance with its Privacy Policy.
10.2 Learner-level details are shared with the Provider only where the learner has consented under JC Learning’s Terms of Use (or otherwise given explicit consent), except in employer-cohort arrangements limited to evidencing training. The Provider shall use such data solely for course administration purposes and handle all personal data in compliance with the Personal Data (Privacy) Ordinance (Cap. 486).
10.3 Aggregated statistics (participants, progress %, completion rate, quiz results) are provided per reporting rules in the Plan Schedule.

11. Intellectual Property

11.1 The Provider retains ownership of Provider Content and grants the Platform a non-exclusive, worldwide, royalty-free licence to host, stream, reproduce, display and distribute the content.
11.2 The Platform retains ownership of the Platform, its trademarks, templates, certificates, analytics and related materials.
11.3 The Platform may remove content upon receiving a credible complaint or policy breach; the Provider will co-operate in good faith.

12. Warranties & Indemnity

12.1 The Provider warrants that it has all rights to the content and that the content is lawful, accurate and compliant.
12.2 The Provider will defend and indemnify the Platform against third-party claims arising from Provider Content, unlawful acts or breach of this Agreement.
12.3 Except as expressly stated, the Platform is provided “as is” without warranties of any kind.

13. Limitation of Liability

13.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages.
13.2 The Platform’s aggregate liability is limited to the fees paid or payable to the Provider in the 12 months preceding the claim, excluding amounts collected for third parties.

14. Confidentiality

Each party will protect the other’s Confidential Information and use it only for the purposes of this Agreement.

15. General

15.1 Assignment — Neither party may assign without consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
15.2 Notices — Via email to the contacts designated by the parties or via the Platform dashboard.
15.3 Governing Law & Jurisdiction — Hong Kong Special Administrative Region (HKSAR); parties submit to the exclusive jurisdiction of Hong Kong courts.
15.4 Entire Agreement — This Agreement (including Annexes and referenced policies) constitutes the entire agreement and supersedes prior discussions. Amendments must be in writing.
15.5 Supersession — Any prior “Payout & Fees Addendum” is superseded in full by this integrated version.
15.6 Capitalised terms not defined in this Agreement have the meanings given in the Glossary of Defined Terms available on our website.

16. Acceptance

By submitting the Provider Application Form on the Platform, the Provider (through its authorised representative) accepts and agrees to be bound by this Master Provider Agreement, Annex A (Plan Schedule), and the linked policies (including Refunds & Cancellations, Assessment & Certificate Terms, Content Standards, Privacy, Marketing & Exposure, and IP Takedown), as each may be updated from time to time.

Continued use of the Platform (including submitting courses, publishing listings or receiving payouts) constitutes ongoing acceptance of any updated versions. Material changes will be notified in advance via the Platform.

Notes:
This document forms part of the JC Learning Provider Legal Framework.
By submitting the Provider Application Form or publishing content on the Platform, you agree to be bound by the current version of this document and the Master Provider Agreement.
The latest versions of all documents are available at JC’s Provider Legal & Policy Center Page.