Serai Supply Chain Solutions Terms of use

Welcome to Serai’s Supply Chain Solutions (SCS). 

SCS comprises two products, Visibility and Traceability. SCS gives you a complete view of your supply chain partners and information, so you can gain more depth and breadth on your supply network and the players in it.

SCS can be accessed via:

  • seraitrade.com
  • seraitrade.net
  • network.seraitrade.net, or
  • any other applications or software we provide.
When you use our Supply Chain Solutions, you agree to our SCS Terms of use (SCS Terms).

Please read our SCS Terms carefully. We strive to create a safe and professional community for our users, and your compliance with our SCS Terms supports this.
Last updated: 30 September 2021
We know that legal terms can sometimes be difficult to navigate. For your reference, here is a brief roadmap of our SCS Terms.

About Serai and our SCS Terms

You confirm that by using SCS, you and your Company agree to our SCS Terms. We may update the SCS Terms from time to time. By continuing to use SCS, you are agreeing to the revised SCS Terms.

You confirm that your Company is incorporated and registered and acknowledge that these terms apply to your Company.

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You are responsible for what you share on SCS

You are responsible for what you share on SCS. You confirm that you have the rights to the content you share, and will not hold us liable for what may happen as a result of what you share.

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Operating your Account

You are also responsible for your Account’s security and for doing your best to protect your own privacy. Send us requests or instructions from your account, and tell us if your Account is accessed without authorisation.

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Use of SCS

You can use the information on SCS to build your business network and access opportunities. You grant Serai the right to use your information on SCS to enable its services and for Derived Insights.

While we try to ensure information is accurate, the information is general, not specific advice. We are also not responsible for any Third Party Content.

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We offer customer support

Customer support services are available from 9:00 a.m. to 6:00 p.m. China Time.

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You have obligations when using our services

You agree to follow all Applicable Laws when you use SCS, and indemnify Serai against any liability arising from what you share on SCS. Do not include personal data in your Customer Data.

See Term >

You are responsible for your online security using SCS

While we try to ensure SCS is secure, we cannot guarantee this. Please use your own virus protection software.

See Term >

Both parties are responsible for Customer Data

You confirm that you have all the necessary rights and consents to use Customer Data, including to grant us the rights in these SCS Terms.

We respect your privacy. You own the rights to your Customer data, but Serai will retain Customer data in accordance with our policies.

You allow us and our Affiliates to use Customer Data to provide SCS, which may include sharing Customer Data with other parties. Traceability users may see your Traceability data.

See Term >

You agree not to hold us liable

You will not hold us liable for what you share on SCS. We cannot guarantee SCS will always be available, secure or suitable for you.

See Term >

We may share your data with others

We treat your data in accordance with our Privacy Policy, including when we transfer or give your information to others.

If you give us someone’s personal data, you must tell them about our Privacy Policy. When you message in SCS, our Use Policy applies.

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Intellectual Property Rights

All Serai Intellectual Property belongs to us. You grant us a right to use your intellectual property and trademark for displaying on SCS. We also need you to respect others’ intellectual property. Tell us if you believe someone is breaching these Terms about intellectual property.

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Paid services and payment

SCS is a paid solution and certain additional features will incur additional fees. Failure to pay the applicable fees may result in termination of such services. All payments are non-refundable.

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Either you or we can terminate these Supply Chain Solutions Terms or stop your use of Supply Chain Solutions

These SCS Terms are valid until they are terminated. Both you and Serai may terminate at any time. Upon termination, you must stop using SCS, and return or destroy any Serai Confidential Information.

See Term >

Both parties respect Confidential Information

Both parties will treat the other party’s Confidential Information as confidential. Serai Confidential Information includes all content related to SCS. If the law requires one party to disclose Confidential Information, that party must tell the other party promptly.

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You are liable for your costs and losses from using SCS

We will not be liable for any of your costs and losses from your use of SCS. This applies whether your damage of loss comes from these SCS terms or from our negligence. Our liability payment is limited to HK$1,000 and the fees you have paid in the 6 months before your claim, unless the liability involves personal injury.

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SCS may be interrupted or suspended

Your use may occasionally be interrupted, or suspended if we suspect any misuse. We will try to give you reasonable notice of any suspension.

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Other conditions of this agreement

Both parties are independent of each other. If any part of our SCS Terms is invalid, we will change it to make the SCS Terms valid. Rights only apply to the two parties under this agreement. Rights are cumulative and must be waived in writing.

These SCS Terms make up the entire agreement on using SCS.

Serai can offset liability to you.

See Term >

SCS is not available to Sanctioned Persons or in Sanctioned Territories

SCS is not intended for Sanctioned Entities or users located in Sanctioned Territories.

See Term >

These SCS Terms are governed by Hong Kong law and arbitration

We use Hong Kong law to govern our relationship with you. Any disputes will be resolved by arbitration in Hong Kong. Either party can seek a court order if it needs to enforce its rights.

See Term >

1. About Serai and our SCS Terms

1.1 Serai Limited (us, we or Serai) operates and provides SCS to you.

1.2 Serai’s business address is: Level 23, One Island East, 18 Westlands Road, Quarry Bay, Hong Kong. 

1.3 All entities and all individuals who are using SCS are required to agree to these SCS Terms before they can use SCS.

1.4 In the case of Traceability, those who must agree to SCS Terms include:

  • those who own a supply chain network on SCS (Network Owners), and
  • those who contribute information to their network (Network Contributors).

1.5 Each party represents, warrants and undertakes to the other that:

  • it is validly incorporated and duly registered under Applicable Laws, and has the power to conduct its business as conducted at the Effective Date (this paragraph (a) is only applicable to you if you are a corporate entity)
  • these SCS Terms will, when executed, constitute valid and binding obligations of the party and will be enforceable in accordance with its terms, and
  • the execution, delivery and performance of these SCS Terms do not violate the terms of any agreement, undertaking, judgment or court order which binds it.

1.6 You become a SCS user by creating an SCS (Account). Your Company means the business represented by the Account that you are associated with. A business may be:

  • a legal entity (such as a company)
  • a group of companies
  • a partnership, or
  • a sole proprietorship.

1.7 Our Privacy Policy and Use Policy form a part of our SCS Terms and are hereby incorporated by reference.

1.8 As a user, you confirm that you accept our SCS Terms as an individual. If you are the first user associated with your Company, you also agree to our SCS Terms on behalf of your Company and you will automatically become an Admin for your Company on SCS.

To use SCS, you need to agree to our SCS Terms and revisions

1.9 If you do not agree to these SCS Terms, please do not use SCS. These SCS Terms replace all other verbal or written terms and conditions that suggest different terms between you and Serai. By using SCS, you do not become an employee, an agent, or a partner of Serai.

1.10 We may update and make adjustments to SCS. We reserve the right to change our SCS Terms at any time without notice. We may notify you about changes to our SCS Terms. If you continue using SCS after the changes apply, you are agreeing to the revised SCS Terms. Please visit our website regularly to review our SCS Terms.

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2. You are responsible for what you share on SCS

2.1 You control what you share on SCS. Your Admins and Editors can edit the content shared on SCS at any time. We may include the content you share with other content in a report format for commercial use.

2.2 You agree that your content and your activities on SCS may be viewed by anyone accessing SCS.

You confirm that you have rights to the content you share

2.3 By agreeing to these SCS Terms, you guarantee to us that you have the rights to all the content you share on SCS. This includes:

  • getting the owner’s consent before sharing third party content on SCS
  • not infringing (or causing Serai to infringe) any third party intellectual property rights, and
  • not publishing or sharing any content on SCS that is under any confidentiality, non-disclosure or secrecy obligations.

2.4 You agree to hold us harmless against any liability, claims or demands arising from the content you share on SCS.

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3. Operating your Account

3.1 To use SCS, each user sets up an Account. Please use your Account to send us instructions and requests. If you do not send your instructions or requests to us through SCS, we do not have to act on them. This includes:

  • inviting someone to the supply network
  • editing your profile on SCS
  • designating or removing an Admin for your Account, and
  • managing your permission settings.

3.2 There are three user types on SCS: Admin, Editor and User. Each Company must have at least one Admin at all times.

3.3 You are responsible for your Account’s security and information. This includes:

  • ensuring your user name and password are kept confidential at all times
  • setting up, maintaining and reviewing security of your Account
  • ensuring that your Company has continued access to the Admin account, or that the Admin role will be designated to another user from your Company
  • ensuring that your Account is only used and managed by your employees, agents and independent contractors who you authorise to use SCS (Authorised Users),
  • remembering to log-off after your session when using a public device or network.

3.4 You are responsible for ensuring that when an employee leaves your Company, they give up access to or deactivate their Account.

We respond to requests from your Account

3.5 We will receive requests or instructions from your Account. We can act on such requests and instructions without asking about their authenticity or verifying the user making the requests. You are responsible for all requests and instructions coming from your Account. This is true whether they are authorised, unauthorised, inaccurate, mistaken or fraudulent. You agree to hold us harmless against any liability, claims or demands arising from such requests and instructions.

Contact us if your Account is accessed without authorisation

3.6 We will never ask you for your password. Notify us if you become aware of, or suspect, any unauthorised access of your Account or Profile at security@seraitrade.com. This includes:

  • any unauthorised use of your user name and password
  • any unauthorised transactions on SCS, and
  • any loss, theft, disclosure or compromise of content.
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4. Use of SCS

We grant you a license to use SCS

4.1 Serai will, for the duration of your subscription and subject to these SCS Terms, grant to you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use SCS (such granted rights being the Licence).

4.2 You may not resell, sublicense, lend or transfer the Licence to others, except where these SCS terms specify otherwise.

4.3 SCS includes Data Analytics Service, a service that processes data from multiple data sources and presents the Derived Insights to you and other users of SCS. (Derived Insights means data and other know how we create by processing Customer Data, where the results do not resemble the underlying Customer Data.

Process means performing operations on data, such as collecting, modifying, distributing, and storing.)

4.4 You grant Serai (and its sub-contractors) a right to Process the Customer Data so Serai can provide the Derived Insights from SCS to you and other users of SCS can receive them. Customer Data is data that you or your Authorised Users enter, or that we enter on your behalf, excluding data to register an Account.

You can invite others to SCS

4.5 You may invite others to sign up and join SCS, including your Company’s own employees, as well as any agents and other contractors. When you send invitations using Serai, you are responsible for ensuring that the contact information you enter is correct, such as the email address where the invitation will be sent to.

We grant you a limited license to use the Derived Insights

4.6 Serai grants you a perpetual, limited, worldwide, non-exclusive, non-assignable, non-sublicensable licence, to receive (but not modify or sell) the Derived Insights for your internal business use.

4.7 You may use the Derived Insights for your marketing purposes provided any such use:

  • has Serai’s prior written approval, and
  • must attribute Serai in your use of the Derived Insights.

4.8 Except as expressly specified otherwise, Serai owns all commercial rights and Intellectual Property Rights in SCS, the Derived Insights and the related documentation. Serai does not grant you any rights to these. For clarity:

  • all rights in the Customer Data remain with you, and
  • you agree that Serai may share any Derived Insights with:
    i) Network Owners and other Network Contributors in your network, or                                                      
    ii) any other third parties, provided that such Derived Insights do not expressly identify you.

SCS content is general information

4.9 SCS may contain or display certain Serai Content. Serai Content is any information made available by Serai or available on Supply Chain Solutions, including content from other SCS customers and Network Contributors, from the public domain or from other third party sources. Serai content excludes Customer Data.                  

4.10 SCS content is provided as general information. It is not intended to be formal advice. Please get professional or specialist advice before taking or refraining from any action based on the SCS content.

4.11 We strive to create an environment of accurate and useful information. However, we do not warrant or guarantee that SCS content is accurate, complete or up to date.

4.12 SCS is provided on an “as is” basis. You are responsible for checking that SCS is suitable and fit for your purposes before using our services.

4.13 Some SCS content has been sourced from the public domain.

4.14 By using SCS, you grant Serai the right to use and create compilations and derivative works from content shared by you and your Company on SCS or may be found in the public domain for commercial or other purposes. Such content includes your Company’s websites and social media.

4.15 We may use the content you share and information about your activities on SCS to enable and enhance SCS and its services. We may also use this information to recommend business services to you and to conduct commercial exploration of big data applications.

SCS may contain Third Party Content and solutions

4.16 SCS may contain links to other websites or content or information provided by third party sources (Third Party Content).

4.17 We are not responsible or liable for any Third Party Content even if it is shown on SCS. We cannot guarantee that Third Party Content will be accurate, current or suitable for any purpose.

4.18 Where you access products or services provided by a third party or Third Party Content via SCS (Third Party Solutions), you may be subject to additional terms and conditions and privacy notices specific to the Third Party Solutions.

4.19 You will look solely to the external provider of Third Party Solutions for any loss, claims or damages arising from, or related to, the provision of such solutions. You specifically release Serai from any and all claims arising from or relating to the access or provision of any such Third Party Solutions. You agree that we are not a party to the contract between you and any external provider of Third Party Solutions from whom you access any solutions.

4.20 Third Party Content may only be used for internal use in the context of your business activities and you must not disclose any private Third Party Content to the public. You must not use any Third Party Content which is a credit rating for the specific purpose of complying with European Union laws.

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5. We offer customer support

5.1 We will, as part of SCS, provide you with our standard customer support during Business Hours. Business hours are 9:00 a.m. to 6:00 p.m. China time on a day that is not a weekend or a public holiday (Business Day).

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6. You have obligations when using our services

6.1 You control what you share on SCS. You agree that your information and activities on SCS may be viewed by other SCS users.

6.2 You agree to comply with all laws and other binding government directions that apply when you use SCS (Applicable Laws) and to adhere to our Use Policy. Applicable laws include notices and other authorisations from authorities that a party needs to enter into or perform its obligations under these SCS Terms (Authorisations). You and your Company agree, jointly and severally, to indemnify us against any liability, claims or demands arising from the content you share on SCS.

6.3 You must ensure that there is no personal data within the Customer Data that you give us for the purpose of SCS. In the event that there is personal data in the Customer Data, you will ensure that the data processing activities (including data collection, usage, transmission, storage, etc) shall comply with Applicable Laws, including but not limited to clarifying the source, justifying the legitimacy, confirming that you have notified the personal data subject, and obtained their authorisation to transfer (including any cross-border data transfer), share or disclose such personal data to us for processing.

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7. You are responsible for your online security using SCS

7.1 Although we have worked hard to ensure that SCS is secure, we do not guarantee that SCS will be secure or free from bugs or viruses. Your use of SCS is entirely at your own risk. You should use your own virus protection software.

7.2 Transmitting information by Internet or mobile networks is not completely secure. The security measures above do not remove the possibility of fraud or cyber-attacks, such as hacking, spyware and viruses. We do not guarantee that our servers or network will be immune from such attacks. Although we will use security measures to protect your content, we cannot guarantee the security of information transmitted to and from SCS via the Internet or mobile network. We are not liable for any loss or damage arising from risks relating to any transmission.

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8. Both parties are responsible for Customer Data

You are responsible for what you share

8.1 You represent and warrant that:

  • you have all rights, authorisations and licence (including consents required pursuant to data privacy-related Applicable Laws) required to copy, process, transmit, access, publish, display and use Customer Data, and to grant Serai and other third parties the rights as set out in these SCS Terms, and
  • the Customer Data (and Serai's use of the Customer Data in accordance with these SCS Terms) does not breach any Applicable Laws or the rights of any third party.          

We will be responsible with your data

8.2 Serai respects the data privacy rights of data subjects. We will only collect, use and store any personal data in accordance with our Privacy Policy.

8.3 You will own all right, title and interest in and to your Customer Data, and will have sole responsibility for:

  • the legality, reliability, integrity, accuracy and quality of your Customer Data, and
  • ensuring that it is appropriately secured and protected.

8.4 Where Serai collects, handles or uses Customer Data, Serai will:

  • comply with its internal data retention policy when processing the Customer Data
  • ensure siloed access and set up information barriers within Serai to maintain access management, and only disclose Customer Data, and
  • not sell Customer Data.

We use Customer Data to provide our services

8.5 Serai will use the Customer Data shared with Serai to provide SCS to you. In order to provide SCS, Serai may share any Customer Data with:

  • other users of Serai Supply Chain Solutions, subject to your user permission settings
  • third party data providers, and
  • Serai’s service providers.

8.6 You grant Serai and its Affiliates (entities that are under us, or that we directly or indirectly own more than 50% of) anon-exclusive, transferable, sublicensable, royalty-free, worldwide licence to use the Customer Data to provide SCS to you. This includes providing the features and services within these SCS Terms. You do not grant Serai any other rights in Customer Data, except as otherwise agreed in these SCS Terms. YourCustomer Data is all content you disclose in confidence, or that should be regarded as confidential (Confidential Information).

8.7 Serai may use Customer Data and information about your activities on SCS to:

  • enable and enhance Serai products and features
  • recommend business services to you, and
  • conduct commercial exploration of big data applications.

Other Traceability users may see your Traceability data  

8.8 In the case of Traceability, Network Owners and other third parties may be able to view and use data that has been uploaded by you. You acknowledge and agree that:

  • the use of such data by such third parties (and Serai's use of such uploaded data) will be in accordance with the relevant agreement that such third party has entered into with Serai, and
  • you may be able to impose certain restrictions on such use of your Customer Data.
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9. You agree not to hold us liable

9.1 You agree to hold us harmless against any liability, claims or demands arising from the content you share on SCS.

9.2 To the extent permitted by Applicable Laws, SCS is provided on an "as is" and "as available" basis. Neither Serai nor any of its Affiliates make any representation or warranty or give any undertaking in relation to SCS or any data, media or other content submitted, uploaded, stored, transmitted or displayed by SCS This includes any representation, warranty or undertaking that SCS will be:

  • uninterrupted, secure or error-free or free from viruses or vulnerabilities
  • compatible with your networks, systems, applications, hardware or devices, or
  • of merchantable quality or fit for a particular purpose.
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10. We may share your data with others

10.1 You must provide certain information when you register for an Account and use SCS.

10.2 We collect, store, process and use your personal data according to our Privacy Policy. We will only disclose information to third parties where it is necessary, such as to process your transactions or if there is a legal need to do so.

Our policies apply when you interact with others in SCS

10.3 Where you provide personal data about another person, you must direct that person to our Privacy Policy. You must tell them how we may use their personal data, and get their permission to share their details with us.

10.4 Use of messaging on SCS is subject to our Use Policy. Serai can view your messages for moderation and data analytics.

We may share information to others

10.5 We may transfer or disclose information about you and your Company to:

  • employees of Serai
  • any member of our group, including our ultimate holding company and its subsidiaries and affiliates
  • other users of SCS, or
  • any third parties providing services to us in the operation of our business, including:
    i) agents, contractors, and service providers
    ii) administrative support and services, and
    iii) telecommunications, computer, payment, processing or investigation services
  • any Third Party Solution providers
  • any persons under a duty of confidentiality to us who need the information for their duties (including auditors and advisors)
  • persons with whom we are legally required to share information in or outside of Hong Kong, including:
    i) the government
    ii) regulatory authorities
    iii) law enforcement bodies
  • fulfil a request from a regulatory authority or law enforcement body.

10.6 All of the information transfers described in 10.5 above may occur anywhere in the world.

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11. Intellectual Property Rights

11.1 Intellectual Property Rights:

  • means patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other Intellectual Property Rights
  •  includes registered or unregistered rights
  • includes all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection
  • includes current and future rights anywhere in the world.

11.2 We respect the Intellectual Property Rights of others. We want to offer a platform where no content violates those rights. We reserve the right to remove any content that is in violation of our SCS Terms. Give us notice at hello@seraitrade.com if you believe that someone on SCS is:

  • infringing your intellectual property or posting yourproprietary content, or
  • conducting themselves in a way that is in breach of these SCS Terms.

11.3 Serai confirms that it has all the rights in relation to SCS that are necessary to grant the rights it purports to grant under these SCS Terms.

11.4 Unless otherwise specified in these SCS Terms, all Intellectual Property Rights in or relating to SCS belong to Serai and Serai's licensors. Except as expressly provided under these SCS Terms, you have no right to use Serai's Intellectual Property Rights, including Serai's trademarks or product names, logos, domain names or other distinctive brand features, without Serai's prior written consent.  

11.5 You agree that we own all rights, title and interest in SCS and all intellectual property in or relating to SCS (Serai Intellectual Property) which includes:

  • graphics and visual design
  • source codes
  • service names
  • copyrights and copyrighted content
  • database and datasets (including all compilation rights)
  • Serai Confidential Information (including know-how and trade secrets)
  • all other content and works about or generated in the course of operation of SCS.

11.6 You may not copy, modify, create derivative works, reverse compile, reverse engineer or extract source codes from SCS, and you may not sell, distribute, redistribute or sublicense SCS, except in each case to the extent that Serai may not prohibit you from doing so under Applicable Laws or you have Serai's prior written consent to do so. Where Applicable Laws entitle you to reverse compile or extract source codes from SCS, you will first contact Serai to request the information you need.

11.7 SCS includes any APIs Serai makes available to you for use in connection with SCS.

Your license to Serai

11.8 You grant to Serai a worldwide, sublicensable, non-exclusive, royalty free licence to use your or your Company’s trademarks (as requested by Serai from time to time) for the following purposes:

  • Serai's provision of SCS, and
  • Serai's marketing of SCS (including identifying you or your Company as a SCS User).
  • Such use by Serai will be in accordance with any reasonable instructions notified by you regarding such use.

11.9 You grant to Serai a non-exclusive, worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish and process your Company name, brand, logo and registered or unregistered trademarks (Brand Assets) that you provide onto or via SCS without any further consent, notice and/or compensation to you or to others. You can end this licence for your Brand Assets by deleting such content from SCS, or generally by closing all the Accounts associated with your Company, except:

  • to the extent you shared your Brand Assets with others on SCS and they copied, re-shared it or stored it, and
  • for the reasonable time it takes to remove from backup and other systems.

11.10 Users may give feedback to us on the services and functions of SCS. Once you give feedback to us, the feedback belongs to us exclusively. We will get any interest or intellectual property rights which may have been generated from your feedback. We may use your feedback and use it on SCS without your permission and without compensating you.

11.11 You may only use Serai Intellectual Property to access or use SCS or its services for its intended purposes. You cannot use it for any other personal or commercial use.

11.12 Nothing in these SCS Terms grants any licence or right to use Serai Intellectual Property unless you have our express permission.

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12. Paid services and payment

12.1 SCS is a paid service and certain additional features may require additional fees.

12.2 You agree to pay the applicable fees and taxes for your paid services. Failure to pay these fees may result in the termination of such services. Also, you agree that :

  • your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates)
  • your selected payment method will be charged automatically at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel your subscription before the renewal date
  • if you access a Third Party Solution, you will enter into a separate contract with Serai and/or the Third Party Solution provider.

12.3 Except as required by law, payments are non-refundable, including fees and other charges.

12.4 If you cancel your subscription, your Account will expire at the end of your billing cycle.

12.5 We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.      

New Fees or changes to existing Fees

12.6 We may change or introduce any additional fees for SCS at any time by prior notice. Any such changed or introduced Fees will apply at the  conclusion of Customer's then-current Term.

Serai’s Payment Processor

12.7 Serai is not responsible for processing any payments. We use a third party payment processor (Payment Processor) to assist in processing your payment informationwhen you make a purchase on Serai. For further information on how your personal data may be processed by such Payment Processors, please refer to the Payment Processor’s PrivacyPolicy.                   

12.8 When you make a purchase on Serai, the relevant Payment Processor’s terms of service and privacy policy shall govern and apply to information collected via your transaction. We encourage you to read the terms of service and privacy policy of the relevant Payment Processor prior to providing any information regarding payment.

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13. Either you or we can terminate these Supply Chain Solutions Terms or stop your use of Supply Chain Solutions

13.1 Our SCS Terms are valid and effective until terminated in accordance with this clause 13.

13.2 We may terminate the operation of SCS, your right to use SCS or we may deactivate or remove your Account. Serai may do this at any time for any reason, without providing you with notice, without being liable to you.

13.3 You may also terminate these SCS Terms at anytime for any reason, by cancelling your subscription via your Account.

13.4 If either you or we terminate these SCS Terms:

  • you must stop all use of SCS
  • you must delete any software for or materials from or arising from these SCS Terms from all your devices and computers. If you are unable to delete such software or materials from your devices and computers, you agree that you will continue to hold all information from and on Serai confidential
  • you must return or destroy all Serai Confidential Information that you have or control. The one exception is documentation and information you need to keep for corporate governance, audit and internal records
  • all of your rights under these SCS Terms (including any right that it has to access or use SCS) will terminate, and
  • you remain responsible for all charges accrued through the date of termination (including where the charges were incurred before termination date but performance of the relevant obligations were after the termination date).

13.5 You acknowledge and agree that, following termination of these SCS Terms:

  • Serai may only retain and use Customer Data in accordance with relevant express provisions of these SCS Terms (including the Privacy Policy), and
  • otherwise, Serai does not represent or guarantee that Serai will be able to return any of Customer Data to you, and Serai may permanently delete your Customer Data without notice to you at any time after termination.

13.6 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these SCS Terms which existed at or before the date of termination will not be affected or prejudiced.

13.7 After these SCS Terms are terminated, these clauses will continue to apply to you, your Company and Serai:

  • Clause 9 (Customer Data)
  • Clause 13 (Termination)
  • Clause 14 (Confidentiality)
  • Clause 15 (Limitation of Liability)
  • all terms and conditions of these SCS Terms which by their nature anticipate survival of any termination or expiration of these SCS Terms.
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14. Both parties respect Confidential Information

14.1 Except otherwise specified in these SCS Terms, each party must treat the other party’s Confidential Information as confidential and in accordance with this clause 14.

14.2 Serai Confidential Information includes all content (other than your Brand Assets) available on or in connection with SCS, including:

  • functions
  • business network and connections
  • user activities
  • digital customer journeys
  • source code and object code, and
  • user experience and interface designs.

14.3 Any properly disclosed Confidential Information will be used by the party receiving the information (Receiving party) only to the extent reasonably necessary for the performance of these SCS Terms.

14.4 The Receiving party will protect and safeguard Confidential Information received from the party disclosing information (Disclosing party). The Receiving Party will use reasonable care to protect the information, and as if it were protecting its own Confidential Information.

14.5 The Receiving party must not disclose any Confidential Information to any person except:

  • on a need-to-know basis to its employees, officers, professional advisors or consultants as required for the implementation or performance of these SCS Terms, or
  • disclosing the fact of the existence, terms and subject of these SCS Terms to any permitted assignee of these SCS Terms, provided in each case that such persons are subject to a confidentiality duty at least as restrictive as the terms of this clause 14, and
  • as required by:
    i) any Applicable Laws, or
    ii) any Government Authority that has authority over the Receiving party.

When this confidential information clause does not apply

14.6 Information that would be Confidential Information will not be considered confidential under these SCS Terms if:

  • it is available to the public through no fault or breach of either party
  • it is made available to the public by the other party
  • it is independently developed by one party without the use of the other party’s Confidential Information, or
  • it was rightfully obtained from a third party who had the right to transfer or share it with the party concerned.

14.7 If a party is required to disclose any information under clause 14.5, it will, if and to the extent permitted by Applicable Laws:

  • promptly provide the Disclosing party with prior written notice of such disclosure (and the relevant requirements requiring such disclosure); and
  • co-operate with the reasonable actions and requests of the Disclosing party in regard to their efforts to challenge the requirement for disclosure.

14.8 You agree that certain Serai Confidential Information is provided to you. We share this information to help you access and use SCS. If you give Serai Confidential Information to anyone without our permission, you may damage SCS and Serai. You may cause irreparable harm to our reputation, finances and development progress. It may be difficult to state a dollar sum figure for the harm and injury caused by such actions. We have the right to use any legal actions we have to protect Serai and our rights and also go to court to seek an injunction:

  • stopping you from disclosing any Serai ConfidentialInformation, and
  • demanding that you comply with our SCS Terms.
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15. You are liable for your costs and losses from using SCS

15.1 Any risks, costs and damages associated with installing or using SCS will be wholly assumed by you. We are not liable for any loss resulting from any action taken or reliance made by you based on any SCS content.

15.2 You agree to hold us harmless against any liability, claims or demands arising from the content you share on SCS.

15.3 To the fullest extent allowed by law, we will not be liable for any direct or indirect damages or losses you have from using SCS or from SCS Confidential information we have given you. (Examples of damages are missing a chance to make a profit or losing out on a contract.)

15.4 We will not be liable regardless of whether the damage or loss comes from these SCS Terms or by our negligence. We will also not be liable regardless of whether we knew you would incur any loss from our actions.

15.5 In any event, our total liability (unless involving personal injury) towards you is capped at the higher of (a) HK$1,000 and (b) total amount of fees paid to Serai in relation to SCS in the 6 months preceding the claim.

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16. SCS may be interrupted or suspended

16.1 We do not guarantee that SCS, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict all or any part of SCS for operational reasons. For example, this may occur during maintenance, to implement service upgrades or when there is a suspected breach of security.

16.2 We may also suspend or revoke your right to use all or any part of SCS if you breach these SCS Terms or misuse SCS. This also applies if you are suspected of misusing SCS.

16.3 We will try to give you reasonable notice of any suspension. We are not liable to you for any disruptions caused by any suspension if we were unable to provide you with reasonable notice.

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17. Other conditions of this agreement

Both parties are independent 

17.1 Each party is an independent entity. These SCS Terms will not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership relationship, employer/employee or formal business organisation of any kind. Neither Serai nor you will have the right to bind the other without the other’s express prior written consent.

If any part of our SCS Terms is invalid, we will change it to make the SCS Terms valid

17.2 If any part of our SCS Terms may be or become invalid, illegal, or unenforceable (invalid), you agree that our SCS Terms are automatically changed by the necessary minimum to make them valid.

17.3 If this minimal change is not possible, the invalid parts will be considered deleted. A change or addition to these SCS Terms under this clause does not affect the validity of other parts of our SCS Terms.

Waivers must be in writing

17.4 Failure to exercise or delay in exercising aright or remedy under these SCS Terms does not operate as a waiver or prevent further exercise of that or of any other right or remedy. Any waiver of a right or remedy under these SCS Terms will be effective only if it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted. A single or partial exercise of a right or remedy under these SCS Terms does not prevent a further exercise of that or of any other right or remedy.

Third parties do not have rights under these SCS terms

17.5 A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce or enjoy the benefit of any terms of the Agreement. The consent of any person who is not a party to these SCS Terms is not required to rescind or vary these SCS Terms.

Rights are cumulative

17.6 Except as expressly provided in these SCS Terms, the rights of a party under these SCS Terms are in addition to and do not exclude or limit any other rights or remedies provided to them by law or inequity.

This represents our entire agreement

17.7 These SCS Terms is the entire agreement between the parties about its subject matter and replaces and supersedes all previous agreements, understandings, representations and warranties about that subject matter. Each party agrees that in entering into these SCS Terms it:

  • has not relied on any representations or warranties about the subject matter of these SCS Terms except as expressly provided in these SCS Terms; and
  • waives any rights it may otherwise have in respect of such reliance.

17.8 Unless you give express prior consent in writing, there will be no incorporation of any additional, different or other terms and conditions to these SCS Terms – including any terms and conditions contained or referenced in any order, acceptance, acknowledgment, or other document (whether from Serai or a third party) or established by trade usage or prior course of dealing.

Serai can offset liability to you

17.9 Serai may, at any time and without notice to you, set off any liability of yours to Serai against any liability of Serai to you.

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18. SCS is not available to Sanctioned persons or in Sanctioned territories

18.1 By using SCS and agreeing to our SCS Terms, you confirm that your Company is not a Sanctioned Person (see below). You also confirm that nobody involved in your Company is a Sanctioned Person. This includes you, your shareholders, directors, and individuals or organisations who own or benefit from your Company. SCS is not available to Sanctioned Persons.

18.2 You can access our solutions from anywhere in the world, except in Sanctioned Territories (see below).

18.3 Users in or ordinarily resident in a Sanctioned Territory cannot access Serai. This includes using IP proxies, VPNs, or other methods to disguise their location for accessing Serai. Additionally, you cannot use Serai for or on behalf of any Sanctioned Person.

Definition of Sanctioned Persons and Sanctioned Territories

18.4 Sanctioned Person: any person or organisation designated as a Sanctioned Person on the following lists.

This also applies to persons or organisations that are:

  • part of a government of a Sanctioned Territory
  • owned or controlled, directly or indirectly, by, or acting on behalf of, any persons on any of the lists above
  • incorporated within, located within, or operating from a Sanctioned Territory and subject to any Economic Sanctions Law
  • targeted under any Economic Sanctions Law.

18.5 Economic Sanctions Law: Any laws, regulations, or other orders that apply to you or us that relate to:

  • economic or trade sanctions
  • export control
  • non-proliferation
  • anti-terrorism or similar restrictions.

These include Economic Sanctions Laws of:

  • the European Union
  • any EU member state
  • the United Nations
  • the United States of America
  • the People’s Republic of China
  • Hong Kong SAR
  • any other jurisdiction applicable to you or us.

18.6 Sanctioned Territory: any country or other territory subject to a general embargo under Economic Sanctions law. This includes exports, imports, and financial or investment embargoes.

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19. These SCS Terms are governed by Hong Kong law and arbitration

Hong Kong laws apply

19.1 You agree that these SCS Terms will be governed by Hong Kong law.

Disputes around the SCS Terms will be resolved by arbitration in Hong Kong

19.2 Any dispute, controversy, difference or claim arising out of or relating to these SCS Terms , including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it will be referred to and finally resolved by 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. The law of this arbitration clause will be Hong Kong law. The seat of arbitration will be Hong Kong. The number of arbitrators will be one. The arbitration proceedings will be conducted in English.

Both parties can seek a court order

19.3 Nothing in these SCS Terms prevents us from seeking urgent injunctive or similar relief from any court of competent jurisdiction if we need to enforce our rights under these SCS Terms. You irrevocably agree that the courts of Hong Kong have non-exclusive jurisdiction to settle any such dispute or claim.

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