3. You are responsible for what you share on and who you invite to SCS

3.1 You control what you share on SCS. Your Authorised Users can edit the content shared on SCS at any time.

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

You confirm that you have rights to the content you share

3.3. By agreeing to these SCS Terms, you represent and warrant to us that you have the rights, authorisations and licences to all the content you share on SCS. This includes:

• not breaching any Applicable Laws
• getting the owner’s consent before sharing third party content or information on SCS
• ensuring all contact information you enter when inviting someone to join SCS is correct and that relevant consent is obtained before providing such information to us
• not infringing (or causing Serai to infringe) any third party rights, including third party Intellectual Property Rights, and
• not publishing or sharing any content on SCS that is under any confidentiality, non-disclosure or secrecy obligations.

4. Use of SCS and SCS Content

We grant you a license to use SCS

4.1 Except as expressly specified otherwise and to the extent permitted under Applicable Laws, Serai owns all right, title and interest in and to SCS and SCS Content, including commercial rights and Intellectual Property Rights.

SCS Content is any information made available by Serai or available on SCS, including content from other SCS users, the public domain or other third party sources (including Third Party Solution providers) as well as Derived Insights. SCS Content includes Third Party Content and excludes Customer Data.
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4.2. 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 and the SCS Content (such granted rights being the Licence).

SCS Content is provided as general information only

4.3. 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.

4.4. We strive to create a platform of accurate and useful information. However, we do not warrant or guarantee that SCS Content is accurate, complete, up to date or suitable for any purpose.

We may use SCS Content about you

4.5. By using SCS, you grant Serai the right to Process and create compilations and derivative works from SCS Content about you which includes your Company’s websites and social media.

Process means performing operations on data, such as collecting, recording, storing, modifying, using, disclosing and disseminating or any other meaning as provided by Applicable Laws.

4.6. We may Process SCS Content about you to:

• provide SCS pursuant to these SCS Terms
  
• enable and enhance SCS products and features
• recommend business services to you, and
• conduct commercial exploration of big data applications.

5. We are not responsible for the Third Party Content

5.1. Where you access products or services provided by a third party via SCS (Third Party Solution(s)), you may be subject to additional terms and conditions and privacy policies provided by Third Party Solution providers.

5.2. We cannot guarantee that the information provided by Third Party Solution providers (Third Party Content) is accurate, complete, up to date or suitable for any purpose.

5.3. The Third Party Content may only be used for internal use in the context of your business activities and you must not disclose any 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 any laws and regulations, including European Union laws.

5.4. You will look solely to the external provider of Third Party Solution providers 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 Solution providers from whom you access any solutions.  

6. You own your Customer Data and we use it to provide SCS

You own your Customer data

6.1. 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.

Customer Data means the data that you or your Authorised Users provide on SCS, or that we provide on SCS on your behalf upon receiving your instructions.

We use your Customer Data to provide SCS

6.2. You grant Serai and its Affiliates (entities that are under us, or that we directly or indirectly own more than 50% of) a perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide licence to use your Customer Data for the purpose of the following:

• provide SCS pursuant to these SCS Terms
  
• enable and enhance SCS products and features
• recommend business services to you, and
• conduct commercial exploration of big data applications.

You do not grant Serai any other rights in Customer Data, except as otherwise agreed in these SCS Terms.

6.3. Where Serai Processes your Customer Data, Serai will:

• comply with its internal data retention policy
  
• ensure siloed access and set up information barriers within Serai to maintain access management, and limit unnecessary disclosure of Customer Data, and
• not sell your Customer Data.

7. We own the Derived Insights and we grant you a limited right to use them

7.1. You grant Serai (and its sub-contractors) a right to Process your Customer Data and provide the Derived Insights to you, other SCS users (including Network Owners and Network Contributors in your supply network) and other third parties (provided that such Derived Insights do not expressly identify you).

‍Derived Insights means data and other know how we create and own by Processing Customer Data, where the results do not resemble the underlying data.

7.2. Serai will own all right, title and interest in and to the Derived Insights, including all commercial rights and Intellectual Property Rights.

7.3. Serai grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence, to receive and use (but not modify or sell) the Derived Insights for your internal business use.

7.4. You may also 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.

8. We Process personal data in accordance with our Privacy Policy

8.1. We respect the data privacy rights of data subjects, we Process your personal data according to our Privacy Policy.

8.2. Where you provide personal data about another person, you must direct that person to our Privacy Policy. You must comply with all Applicable Laws, such as obtaining consent from the other person to share his/her personal data with us.

9. We may share information about you with others

We may share information about you and your Company (including SCS Content and your Customer Data) with:

• employees of Serai, its holding company(ies) and Affiliates
  
• other SCS users (in the case of Traceability, Network Owners, Network Contributors and Network Viewers), subject to your instructions, consent and/or user permission settings
• 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, and
  iii) law enforcement bodies, or
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  to fulfil a request from a regulatory authority or law enforcement body, in accordance with these SCS Terms.

10. You must comply with all Applicable Laws when using SCS

10.1. You agree to comply with all laws and regulations that apply when you use SCS (Applicable Laws) and to adhere to these SCS Terms.

10.2. Other than the personal data you provide to register for an Account or invite someone to join SCS, 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 Processing of such personal data shall comply with Applicable Laws, including but not limited to clarifying the source of such data, justifying the legitimacy of the Processing, notifying the personal data subject, and obtaining consent  to transfer (including any cross-border data transfer), share or disclose such data to us for Processing. For the avoidance of doubt, we do not intend to Process such personal data.

11. SCS is provided on an “as is” and “as available” basis

11.1. To the extent permitted by Applicable Laws and unless otherwise stated in these SCS Terms, 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. This includes any representation, warranty or undertaking that SCS:

• or any content on it, will always be available or be uninterrupted
• will be compatible with your networks, systems, applications, hardware or devices
• will be of merchantable quality or fit for a particular purpose, or
• will be secure or free from bugs, viruses or vulnerabilities.

You are responsible for your online security using SCS

11.2 Your use of SCS is entirely at your own risk. You should use your own virus protection software.

11.3. Transmitting information over the internet or mobile networks is not completely secured. The security measures we implement do not remove the possibility of fraud or cyber-attacks, such as hacking, spyware and viruses. We cannot guarantee the security of information transmitted to and from SCS via the Internet or mobile network.

11.4. We are not liable for any loss or damage arising from risks relating to any transmission.

SCS may be interrupted or suspended

11.5. 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.

11.6. 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.

11.7. 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.

12. Intellectual Property Rights

12.1. 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, and
• includes current and future rights anywhere in the world.

12.2. 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 these SCS Terms. Give us notice at hello@seraitrade.com if you believe that someone on SCS is infringing your intellectual property or posting your proprietary content.

12.3. You agree and acknowledge that Serai’s Intellectual Property Rights include our:

• trademarks and logos
• domain names
• graphics and visual design
• source codes
• product and service names
• copyrights and copyrighted content
• database and data sets (including all compilation rights)
• know-how and trade secrets, and
• all other content and works about or generated in the course of operation of SCS.

12.4. 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.

Your license to Serai

12.5. Subject to clause 12.6, you grant to Serai a perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide licence to use, copy, modify, distribute, publish and process your Company name, brand, logo and registered or unregistered trademarks (Brand Assets) for Serai's marketing of SCS (including identifying you or your Company as a SCS user). Serai will use your Brand Assets in accordance with any reasonable instructions that we are notified of at hello@seraitrade.com.

12.6. You grant to Serai a perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide licence to use, copy, modify, distribute, publish and process your Brand Assets that you provide onto or via SCS without any further consent, notice and/or compensation to you or to others for the purpose of providing SCS. 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 Serai’s backup and other systems.

12.7. You 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 all interest or Intellectual Property Rights which may have been generated from your feedback. We may use your feedback and use it on SCS without any further consent, notice and/or compensation to you or to others.

13. Paid services and payment

13.1 SCS is a paid service and certain additional SCS features may require additional fees.
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13.2 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), and
• 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.

13.3 Except as required by Applicable law, payments are non-refundable, including fees and other charges.
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13.4 If you cancel your subscription, your Account will expire at the end of your billing cycle.
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13.5 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

13.6. We may change or introduce any additional fees for SCS at any time by prior notice. Any such changed or introduced fees willapply at the conclusion of your then-current subscription term.

Serai’s Payment Processor

13.7 Serai is not responsible for processing any payments. We may 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.                   

13.8 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.

14. Either you or we can terminate these SCS Terms or stop your use of SCS

14.1 These SCS Terms are valid and effective until terminated in accordance with this clause 14.
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14.2 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.
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14.3 You may also terminate these SCS Terms at anytime for any reason, by cancelling your subscription via your Account.

14.4 If either you or we terminate these SCS Terms:

• you must stop all use of SCS
• unless otherwise agreed by us, you must delete any software for or materials from or arising from your use of SCS from all your devices and computers
• unless otherwise agreed by us, you must return or destroy all Confidential Information that we provide to you
• unless otherwise stated in these SCS terms, all of your rights under these SCS Terms 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).

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

• Serai may Process your 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.

14.6 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.

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

• Clause 6 (Customer Data)
• Clause 14 (Termination)
• Clause 15 (Confidentiality)
• Clause 16 (Limitation of Liability), and
• all terms and conditions of these SCS Terms which by their nature anticipate survival of any termination or expiration of these SCS Terms.

15. Both parties respect Confidential Information

15.1. 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 15. Confidential Information means any information that is marked confidential or that a party is ought reasonably to have known was confidential.

15.2. 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.

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

15.4. Subject to these SCS Terms, 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 15, 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

15.5. Any 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 who owns the Confidential Information
• 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.

If either party must disclose Confidential Information

15.6. If a party is required to disclose any information under clause 15.4(c), 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.

15.7. You agree that if you as a Receiving Party give 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 such Confidential Information, and
• demanding that you comply with these SCS Terms.

16. You are responsible for your losses and damages suffered from using SCS

16.1. To the fullest extent allowed by law, we will not be liable for any direct or indirect losses or damages you suffered from using SCS, regardless of whether such losses and damages come 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.

16.2. 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.

17. Other conditions of these SCS Terms

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 these SCS Terms is invalid, we will change it to make theSCS Terms valid

17.2. If any part of these SCS Terms may be or be come invalid, illegal, or unenforceable, you agree that these SCS Terms are automatically changed by the necessary minimum to make them valid. If this minimal change is not possible, the invalid parts will be considered deleted.

17.3. A change, addition or deletion to these SCS Terms under this clause does not affect the validity of other parts of these SCS Terms.

Waivers must be in writing

17.4. Failure to exercise or delay in exercising a right 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 these SCS Terms shall have no rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce or enjoy the benefit of any terms of these SCS Terms. 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 in equity.

These SCS Terms represent 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 otherwise mutually agreed between the parties, 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 anytime and without notice to you, set off any liability of yours to Serai against any liability of Serai to you.

18. SCS is not available to Sanctioned Persons or in Sanctioned Territories

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

18.2. Users in or ordinarily resident in a Sanctioned Territory cannot access SCS. This includes using IP proxies, VPNs, or other methods to disguise their location for accessing SCS.

18.3. You cannot use SCS for or on behalf of any Sanctioned Person.

Definition of Sanctioned Persons, Economic Sanctions Law and Sanctioned Territory

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

• The United Nations Security Council Consolidated Lists
• The Consolidated List of Financial Sanctions Targets maintained by the UK HM Treasury
• The Consolidated List of Persons, Group and Entities subject to EU Financial Sanctions
• The Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons
• The US Government’s Denied Persons List
• The US Government’s Entity List
• The US Government’s Foreign Sanctions Evaders List
• The US Government’s Unverified List
• MonetaryAuthority of Singapore’s List of Designated Individuals and Entities, and
• any list of targeted persons issued under the Economic Sanctions Law of any other country or region

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

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

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

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.