Phone Consultation Agreement

Parties

This Phone Consultation Agreement (the “Agreement”) is between Countertrade Pte Ltd (“Countertrade,” “we,” “us,” or “our”) and the person or organization submitting a consultation request (the “Client,” “you,” or “your”).

By checking the acceptance checkbox and submitting a consultation request, the Client agrees to this Agreement. No handwritten, typed, uploaded, or separate digital signature is required.

1. Purpose

This Agreement governs a scheduled phone consultation requested by a prospective client who wishes to speak with Countertrade by telephone.

2. Prospective Client Communication

Countertrade’s standard support for prospective clients is provided by email. A phone consultation is available by appointment under this Agreement and is subject to review, payment, availability, and written confirmation.

3. Consultation Options and Fees

The fee displayed for the selected option applies. You are responsible for applicable taxes, bank charges, currency-conversion costs, and payment-processing charges, except to the extent prohibited by law.

4. Request and Confirmation

Submitting a request does not confirm an appointment or create an obligation for Countertrade to provide a consultation. Countertrade may review the request, request additional information, propose an alternative time, decline the request, or direct the Client to email support.

An appointment is confirmed only when Countertrade has accepted the request, received and verified the applicable payment, and sent written confirmation.

5. Payment

The applicable fee must be paid before an appointment is confirmed. Countertrade may provide an invoice, payment link, or payment instructions. If Countertrade declines a request before confirmation, any amount received will be returned, subject to applicable law and payment-processing limitations.

6. Scheduling

The Client may provide a preferred date, time, and time zone. Availability is not guaranteed until written confirmation is sent. The Client must provide accurate contact information and remain reasonably available at the confirmed time. If the Client cannot be reached, the consultation may be treated as missed.

7. Duration and Scope

The consultation begins at the confirmed start time and ends when the selected consultation period expires. Time spent waiting for the Client, reconnecting after a dropped call, or discussing matters outside the submitted request may count toward the consultation period.

The consultation is limited to discussion of the Client’s questions, objectives, and requested topics, together with general information and next-step guidance. It does not automatically include:

• a Trade Exchange license, membership, or platform access;
• legal, tax, accounting, investment, banking, or financial advice;
• implementation, done-for-you management, transaction execution, acquisition, advertising, or client-acquisition services;
• custom legal, financial, technical, or operational documents; or
• any other service not expressly included in a separate written agreement.

8. No Guaranteed Outcome

Countertrade does not guarantee any particular outcome, approval, transaction, revenue, investment result, business result, access, introduction, or future engagement.

9. No Client or Professional Relationship

A consultation does not by itself create a client relationship, partnership, agency, fiduciary relationship, attorney-client relationship, advisor relationship, banking relationship, or other professional relationship.

10. Client Responsibilities

The Client must provide accurate information, describe the purpose of the consultation honestly, act respectfully and lawfully, have authority to submit the request, and comply with applicable laws. The Client should not provide passwords, access credentials, payment-card information, PINs, trade secrets, or another person’s confidential information unless specifically requested through an appropriate secure process.

Countertrade may end or refuse a consultation without refund where the Client is abusive, threatening, unlawful, deceptive, harassing, discriminatory, or materially disruptive.

11. Confidentiality

Countertrade will use reasonable measures to protect information shared for the consultation. Confidentiality does not apply to information that is public, already lawfully known, independently developed, lawfully received from another source, or required to be disclosed by law or lawful process. A separate nondisclosure agreement may be required for information requiring additional protection.

12. Recording and Electronic Communications

Neither party may record the consultation without the other party’s prior consent, except as permitted by applicable law. Countertrade may retain administrative records relating to the request, payment, scheduling, and communications. The Client consents to electronic notices and communications at the email address provided in the request.

13. Rescheduling and Cancellation

The Client may request one rescheduling by written notice at least 24 hours before the confirmed appointment, subject to availability. A rescheduled consultation must occur within 30 days of the original appointment unless Countertrade agrees otherwise in writing.

Late cancellation, failure to attend, failure to respond, or unusable contact information may result in retention of the fee, subject to applicable law. If Countertrade cancels, Countertrade may offer a replacement appointment or return the applicable fee.

14. Refunds

Except as stated in this Agreement or required by law, fees are nonrefundable after confirmation. Refund requests may be submitted through the Countertrade contact form. Countertrade may consider refunds for duplicate payment, a material technical failure attributable to Countertrade, or another documented exception.

15. Intellectual Property

Each party retains its pre-existing intellectual property. Countertrade retains all rights in its materials, methods, systems, and content. The Client may use information provided during the consultation for its own lawful internal purposes but may not reproduce, resell, publish, or commercially distribute Countertrade materials without written permission.

16. Limitation of Liability

To the maximum extent permitted by law, Countertrade will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, business, data, opportunity, or goodwill. Countertrade’s aggregate liability arising from the consultation or this Agreement will not exceed the amount paid for the applicable consultation. Nothing excludes or limits liability that cannot lawfully be excluded or limited.

17. Client Indemnity

The Client will defend, indemnify, and hold harmless Countertrade and its officers, employees, contractors, and representatives from claims, losses, liabilities, damages, costs, and expenses arising from the Client’s breach of this Agreement, unlawful conduct, misuse of information, or violation of another person’s rights.

18. Dispute Resolution

The parties will first attempt in good faith to resolve any dispute by written notice and discussion. If the dispute is not resolved, it will be finally resolved by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce under the ICC Rules in force when the arbitration begins. The tribunal will consist of one arbitrator unless the ICC determines otherwise. The seat of arbitration will be Wilmington, Delaware, United States. The language will be English. The arbitration and related materials will be confidential except as required to enforce an award, comply with law, or protect a legal right.

19. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Mandatory laws applicable to the Client remain unaffected. The United States Federal Arbitration Act applies to the arbitration to the extent applicable.

20. Force Majeure

Countertrade will not be responsible for delay or failure caused by events beyond its reasonable control, including telecommunications failure, internet or utility outage, natural disaster, public-health emergency, governmental action, labor disruption, war, civil unrest, or cybersecurity incident.

21. Electronic Click Acceptance

This Agreement is accepted electronically when the Client checks the acceptance checkbox and submits the consultation request. The Client’s affirmative action and submission constitute electronic consent to be bound by this Agreement. Countertrade may retain evidence of the acceptance date and time, email address, selected consultation option, applicable Agreement version, and related transaction information. No signature is required.

22. No Assignment by Client

The Client may not assign or transfer this Agreement or any consultation request without Countertrade’s prior written consent. Countertrade may assign this Agreement in connection with a reorganization, merger, sale, or transfer of substantially all related assets.

23. Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

24. No Waiver

A failure or delay in enforcing a provision is not a waiver of that provision or any other provision.

25. Entire Agreement

This Agreement, together with the consultation request and any written confirmation, is the entire agreement concerning the consultation and supersedes prior discussions about it. Any amendment must be in writing and accepted by Countertrade.

26. Notices

Notices to Countertrade may be submitted through the Countertrade contact form. Notices to the Client may be sent to the email address provided in the consultation request. Notices are effective when sent, unless the sender receives a delivery-failure notice.

27. Client Acknowledgment

By accepting this Agreement, the Client acknowledges that:

• standard prospective-client support is provided by email;
• a phone consultation is separately requested and scheduled by appointment;
• submitting a request does not confirm an appointment;
• the selected fee must be paid and verified before confirmation;
• the consultation does not include services not expressly included in a separate written agreement; and
• Countertrade has not guaranteed a particular result or future engagement.