Acceptance of These Terms
1. These Terms & Conditions (“T & C”) constitute a part of the subscription contract (“Contract”) between
(a) UC Now Communication Limited (“UC Now Communication”), and
(b) a Company holding a valid business registration certificate issued by the Government of the Hong Kong Special Administrative Region (“Subscriber Company”) that intends to access and use U-C-Now, a hosted online real time communication and collaboration software application (“UC.NOW”), the associated Agent Console (“Agent Console”), the associated System Administration Console (“SAC”) and any of its improvements, modifications, enhancements, fixes, updates, upgrades and future versions (“Updates”).
Collectively, the “Parties”.
2. The Contract consist of:
(a) any supplemental terms that may be agreed subsequently between UC Now Communication and the Subscriber Company;
(b) the Subscription Form, including notice and appendices (if any); and
(c) these T & C
If there is an inconsistency between any supplementary terms, the Registration Form and these T & C, the document listed earlier in Clause 2 shall prevail to the extent of the consistency.
3. Acceptance of these T & C is a prerequisite for the Subscriber Company to access and use UC.NOW, the Agent Console, the SAC and Updates (collectively “Software”).
4. Service shall only take effect after UC Now Communication has approved his/her registration. UC Now Communication’s decision as to whether to accept Subscriber Company’s application for the Software shall be final and conclusive.
5. These T & C are deemed to be accepted by the Subscriber Company when (a) its authorized representative signs the Contract; or when (b) any of the its staff including employees, independent contractors and/or its agents (“Users”), and its customers (“End Users”) access and/or use the Software, whether in connection with paid subscription or free trial.
6. By accepting these T & C, the Subscriber Company would be regarded to have read, understood and accepted its contents and terms as stated.
7. By integrating with, accessing or using the Software, the Subscriber Company acknowledges and accepts the potential risks and threats connected with real time communication, real time collaboration, online transactions and electronic data transmissions.
8. It is the sole responsibility of the Subscriber Company to ensure that all its Users & its End Users are aware of and will observe these T & C.
Access and Use
1. The Software is exclusively designated for general trade or business use, is not intended for non-commercial personal communications nor to support or carry emergency calls to any emergency services, and must only be used in accordance with the purpose, applications, features and functionalities in accordance to UC Now Communication’s design. Uc Now Communication will not be held liable for any claim, charge or loss, and the Subscriber Company hereby waive any and all such claims or causes of action arising from or relating to the inability to use or inappropriate use of the Software.
2. UC Now Communication is exclusively entitled to decide on the nature, design, functionality, features, applications, content and modes of use related to the Software, including but not limited to freely add, change or remove particular elements, as well as to cease rendering the Software for subscription and use.
3. After the Subscriber Company has signed the Contract, UC Now Communication will notify the date by which its Users and End Users can begin to access and use the Software (“Service Activation”).
4. Unless otherwise mutually agreed between UC Now Communication and the Subscriber Company, the duration during which the Subscriber Company’s Users and End Users can access and use the Software will be twelve (12) calendar months immediately following Service Activation (“Subscription Period”).
5. During the Subscription Period and subject to compliance to these T & C, the Subscriber Company’s Users and End Users right to access and use the Software will be in accordance to the rights of the plan(s) that the Subscriber Company has subscribed to (“License”).
6. The ability for Users of the Subscriber Company to access and use the Software is subject to the limitation of the corresponding License(s) that the Subscriber Company has subscribed to, and to the Subscriber Company's timely payment of the associated subscription charge(s) ("Fees").
7. Upon Service Activation, UC Now Communication will provide a valid user name and password (“Login Information”) for each License that the Subscriber Company has subscribed to for logging onto the Agent Console and the SAC.
8. Upon Service Activation, UC Now Communication will inform the Subscriber Company about the technical requirements necessary for the proper operation and use of the Software, including but not limited to the need for high speed Internet connection and designated browser software.
9. Request for downgrading of plan will only be accepted on a case-by-case basis. The Subscriber Company is warned and fully understand that downgrading of plan(s) may cause loss of content, feature, or capacity of UC.NOW and UC Now Communication does not accept any liability for such loss.
Rights and Obligations of the Parties
1. The Subscriber Company agrees and acknowledges that each User will be identified by a unique set of Login Information and that a User’s Login Information may only be used by one (1) individual at any one time.
2. The Subscriber Company has the right to subsequently edit the Login Information associated with its account (“Account”) by logging onto the SAC. Once edited, the Subscriber Company will be solely responsible for keeping secure all of its Login Information to prevent unauthorized access to and use of the License(s) under its Account.
3. The Subscriber Company and its Users are responsible for maintaining the confidentiality of all Login information under the Subscriber Company’s Account.
4. The Subscriber Company acknowledges its sole responsible for procuring and maintaining up-to-date such technical requirements.
5. The Subscriber Company is solely responsible for compliance with the provisions of these T & Cs for any and all activities that occur under its Account.
6. The Subscriber Company further undertakes to ensure that every one of its Users and End Users gaining access to and using the Software does so in accordance with both these T & C and all aspects of all applicable laws & regulations in all jurisdictions, including but not limited to:
(i) Not using the Software in any unlawful manner, including but not limited to violation of any party’s patent, trademark, trade secret, copyright, right to privacy, publicity or other proprietary right;
(i) Not using the Software to send unsolicited or unauthorized bulk mail, junk mail, span, pyramid schemes or other forms of duplicative or unsolicited messages;
(ii) Not using the Software to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, cancel bots, corrupted files, time bombs, or any other similar malicious software that may damage another’s property or operation;
(iii) Not using the Software to store, transmit or disseminate files, materials, data, text, audio, video, images, or other content that is inappropriate, racist, hateful, abusive, profane, libellous, obscene, offensive, menacing, harassing, indecent, defamatory, discriminatory, or is otherwise in violation of any aspect of the law in all jurisdictions that its Users and its End Users might be accessing and using the Software from;
(iv) Ensure no violations to privacy ordinances, audio recording laws, video recording laws and wiretapping laws in all jurisdictions that its Users and its End Users might be accessing and using the Software from; and
(v) Not to impersonate any person or entity or to make any false statements regarding any entity or to create a false identity while using the Software.
7. The Subscriber Company bears sole and full responsibility for all contents, phrases and entries created or used by its Users and its End Users in connection with the use of the Software, and will defend, hold harmless and indemnify UC Now Communication from and against any third party claim arising from any of the foregoing from time to time.
8. UC Now Communication reserves the right to access individual accounts of Users for technical, administrative purposes and security reasons. The obtained information in such a manner shall not be processed or made available to third parties unless required by provisions of the laws of the HKSAR.
9. UC Now Communication reserves the right to modify, suspend or terminate the Subscriber Company’s service (or any part thereof), its Account and/or its Users or End Users’ right to access and use the Software, and to remove, disable and discard any transaction logs, communication records, voice recordings, video recordings, personalized settings and/or any other data that may be held and stored (“Software Data”) if UC Now Communication believes that the Subscriber Company, its Users or End Users may have violated any part of these T & C. Unless legally prohibited from doing so, UC Now Communication will use commercially reasonable efforts to contact the Subscriber Company directly via the then-current email address to send notification when taking out any of the foregoing actions. UC Now Communication shall not be liable to the Subscriber Company, its Users, End Users or any other third party for any loss because of such modification, suspension or discontinuation of the Subscriber Company’s rights to access and use the Software.
10. Without prejudice to term 9 above, UC Now Communication may put limits on the use of certain Subscriber Company’s Software, including but not limited to messaging services and/or storage services (e.g. size of messages or storage space).
11. Any suspected fraudulent, abusive or illegal activity by the Subscriber Company, its Users or End Users may be referred to law enforcement authorities at UC Now Communication’s sole discretion.
12. The Subscriber Company must not modify or change the purpose and use of the Software as defined by UC Now Communication.
13. Any unauthorized modification, adaptation or hacking of the Software, any attempt to gain unauthorized access to the Software or related systems or networks to decipher, decompile, reverse engineer, or otherwise to discover the source code of any software making up the Software is prohibited and considered a violation of these T & C.
14. UC Now Communication is not responsible for notifying any Subscriber Company nor End Users of any upgrades, fixes or enhancements to the Software, or for any compromise of data, including Software Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by UC Now Communication.
15. UC Now Communication assumes no responsibility for the reliability or performance of any connections as described in this section.
16. Unauthorized commercial exploitation, including but not limited to lending, selling, reselling, renting, leasing, transferring, assignment, distributing, time sharing, granting of further Licenses and sublicenses by the Subscriber Company or its Users, without the express consent of UC Now Communication is prohibited.
17. Use of the Software to handle communication, perform collaboration and to process data on behalf of any third party other than the Subscriber Company’s Users or End Users are also prohibited.
Disclaimer, Limited Liability and Waiver
1. The Subscriber Company expressly acknowledges that it understands and agrees that its use of the Software is at its sole risk.
2. The Software is provided on an “As-Is” and “As-Available” basis and that UC Now Communication expressly disclaims all warranties of any kind, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, an non-infringement.
3. UC Now Communication assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any Software Data, Login Information, User’s personalized settings, for any damage to User or End User equipment deployed to use or access the Software, for any loss of data that results from the download of any material, data or information via the Software.
4. The Subscriber Company expressly relieves UC Now Communication from any and all liabilities arising from the access of use of any part of the Software. Without prejudice of the aforesaid, any claim by the Subscriber Company against UC Now Communication arising out of the Agreement must be notified in writing to UC Now Communication within one year of the incident giving rise to such claim, failing which the Subscriber Company will be deemed to have waived such right in respect of such claim. The maximum aggregate liability of UC Now Communication in respect of all claims for breach of this Agreement shall not exceed HK$100,000.
5. The Subscriber Company expressly agrees not to institute any claim against UC Now Communication unless the amount of any one single claim exceeds HK$10,000.
6. The Subscriber Company expressly acknowledges and agrees that UC Now Communication shall not be liable for any damage suffered by the Subscriber Company arisen due to the suspension or closing the Account by UC Now Communication or for other reasons arising from the Subscriber Company’s fault.
7. The Subscriber Company hereby waives any and all such claims or causes of action arising from or relating to the inability to use or inappropriate use of the Software.
8. UC Now Communication’s failure to enforce at any time any provision of these T & C does not constitute a waiver of that provision or of any other provision of the T & C.
9. The Subscriber Company expressly acknowledges and agrees that UC Now Communication shall bear no liability in particular for:
(a) All negative consequences being the result of force majeure;
(b) Phrases and entries added to the network in connection with the use of the Software;
(c) Unlawful and inconsistent use of the Software with these T & C by the Subscriber Company, its Users and its End Users;
(d) Disturbances in accessibility of the Software not solely and directly caused by UC Now Communication;
(e) Damage suffered by the Subscriber Company, its Users and its End Users arisen due to the use or any inability to use or any suspension of Service or due to the termination of the Subscriber Company’s account or for other reasons arising from the Subscriber Company's fault;
(f) Damage suffered by the Subscriber Company as a result of a third party using data including but not limited to user login(s) associated with its Users and its End Users that enable this third party to access the Software;
(g) Damage following from the use or the impossibility to use the Software, including but not limited to damage actually suffered, the loss of expected benefits, data loss, damage or computer crash, the costs of substitute equipment and software, shut-down and company reputation infringement.
10. UC Now Communication stipulates that opinions given by Users and End Users of the Subscriber Company do not reflect in any possible manner its views and opinions. UC Now Communication does not monitor or control the communication between the Users and End Users of the Subscriber Company in any continual manner. If, however, any opinions in breach with these T & C are revealed, efforts shall be immediately made to remove them as soon as possible.
Trademarks and Intellectual Property Rights
1. UC Now Communication is the owner of the trademark “UC.NOW”, registered in Hong Kong SAR.
2. All texts, graphics, icons, symbols, photographs, maps, logos, trademarks, videos, sounds, brands and all elements in general that compose the layout, user interface and computer software of UC.NOW, the Agent Console, the SAC and the UC.NOW website must not be used, reproduced, published, mirrored, disseminated or publicized, wholly or partially, in any medium without the expressed, prior consent of UC Now Communication.
3. All copyrights and/or any intellectual properties created by the service and products offered by UC Now Communication, including printed hard copies and downloadable documents from the UC.NOW website and SAC, are the property of UC Now Communications and are expressly reserved and shall be the assets of UC Now Communication solely.
4. UC Now Communication and the Subscriber Company shall each maintain all rights, title and interest in and to all of each party’s respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights. The rights granted to the Subscriber Company, its Users and its End Users to use the Service under these T & C do not convey any additional rights in UC.Now, or in any intellectual property rights associated therewith.
5. Subject only to limited rights to access and use the Software as expressly stated herein, all rights, titles and interests in and to the Software, all hardware, software, and other components of or used to provide the Software, including all related intellectual property rights, will remain with UC Now Communication and belong exclusively to UC Now Communication.
6. UC Now Communication shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Software, or otherwise use any suggestions, enhancement requests, recommendations or other feedback UC Now Communication receives from the Subscriber Company’s Users and End Users, or other third parties acting on the behalf of the Subscriber Company.
7. Upon entering into a paid subscription of UC.NOW , the Subscriber Company may only use applicable marks to identify itself as a Subscriber of the Software, provided that
(i) the Subscriber Company does not attempt, now or in the future, to claim any rights or interest in the marks, degrade the distinctiveness of the marks, or use the marks to disparage or misrepresent UC Now Communication, or any of UC Now Communication’s products or services.
(ii) the marks are used, presented and represented strictly in compliance with the corresponding usage guidelines. The then-current Trademark Utilization Guidelines available at www.u-c-now.com.
8. Prior written consent of UC Now Communication is required for any non-permitted business and non-business use of the Service, including when disseminating and publicizing particular elements (e.g. photos, films, texts) in other Internet services, printed publications, books, multimedia presentations and in other electronic media as well as for the disposal or use of its work (adaptations, alterations, modifications).
Billing, Plan Modifications, Payments of Fees and Refund Policy
1. At the election of UC Now Communication, Fees may be charged in arrears or by requiring the Subscriber Company to prepay for expected usage in accordance to UC.NOW plan(s) that the Subscriber Company has subscribed to.
2. Unless other specified, a plan’s included usage will be calculated as follows:
(i) Text, voice and video communication on a per-minute basis. Any usage of less than one minute will be counted as one minute.
(ii) Storage of files, documents, logs, transaction records on a per-megabyte basis. Any usage of less than one megabyte will be counted as one megabyte.
3. Any unused usage cannot be carried forward to the next month and will be forfeited at the end of each month instantly.
4. All Fees under any UC.NOW plan(s) that the Subscriber Company has subscribed to are due within 14 days after issuance of an invoice by UC Now Communication for each billable period (“Statement”).
5. If any charges indicated on a Statement is not settled within five (5) business days of the due date, a service charge of five percent (5%) per week will be charged on any overdue amount.
6. Statements for all payments will only be provided electronically
(i) By email to a designated email address provided by the Subscriber Company as part of its account details.
(ii) For access by login to the Subscriber Company’s account on the SAC
(iii) By Post to a designated address provided by the Subscriber Company and UC Now Communication will charge $50 for each printed statement and reserve the right to vary such amount at its sole discretion.
7. UC Now Communication will notify the Subscriber Company of all changes to its then-current plan(s) with at least fourteen (14) days in advance of such change(s) taking effect. (“Notice”) . This Notice will be sent electronically to the email address provided by the Subscriber Company as part of its account details.
8. If the Subscriber Company chooses to upgrade its plan(s) or to increase the number of Licenses and/or plans to access and use the Software during the Subscription Period, any incremental subscription charge associated with this upgrade will be pro-rated over the remaining period of the then-current Subscription Period.
9. Unless such request for downgrade of service plan(s) is accepted by UC Now Communication in writing, the Subscriber Company will be required to pay the full amount of all Fees in accordance to all plans until the expiry of then-current Subscription Period. The notice of acceptance will be sent electronically to the email address provided by the Subscriber Company as part of its account details. In the event of acceptance, no refunds or credits for Fees, unused Software plan entitlements or other fees or payments already paid will be provided to the Subscriber Company.
10. UC Now Communication may set-off or transfer any sum standing to the credit of your account to discharge your liability to us this Agreement or any other arrangement between you and UC Now Communication.
11. UC Now Communication may assign any unsettled Fees to any contractual credit management organisation or collection agency employed for debt recovery.
Account Suspension, Termination and Renewal
1. The Subscriber Company may elect to terminate its Account and plan(s) as of the end of the then-current Subscription Period by giving UC Now Communication a minimum of sixty (60) days’ notice in advance, in writing.
2. Upon termination of the account, there can no longer be any further access to and use of the Software and the Subscriber Company account will be closed. Without prejudice of the aforesaid, ttermination of the account will not affect any existing right or liability that the Subscriber Company or us may have prior to such termination.
3. Unless the account termination notice is dully received by UC Now Communication in accordance to sub-section(1) above, the Subscriber Company’s Subscription to UC.NOW will automatically be renewed for the same number of License(s), the same number and type of plan(s), and for a Subscription Period equivalent in length to the then-current Subscription Period.
4. Automatic renewal will take place on the next calendar day immediately following the expiry of the then-current Subscription Period. The Subscriber Company is responsible for terminating its Account prior to such automatic renewal as described in (1) above of this sub-section.
5. Request for account termination by the Subscriber Company before the end of a billable period for which a payment has been made does not obligate UC Now Communication to refund the amount for any unused period.
6. UC Now Communication may suspend or terminate access to and use of the Software by the Subscriber Company’s Users and End Users without advanced notice for any overdue on charges as indicated on the Invoice.
7. UC Now Communication reserves the right to close a Subscriber Company’s Account due to any breach of the provisions of these T & C and/or in the event of illegal use of the Software.
8. At our reasonable discretion, UC Now Communication reserves the right to temporarily suspend the Subscriber Company’s access to and use the Software, including but not limited to the following circumstances:
(i) During planned downtime for upgrades and maintenance;
(ii) During any unavailability caused by circumstances beyond UC Now Communication’s reasonable control, such as but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond UC Now Communication’s reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks;
(iii) If UC Now Communication suspects or detects any malicious software connected to the Subscriber Company’s account or to the use of the Software by the Subscriber Company’s Users or End Users; or
(iv) As required by the government authorities such as the police.
Guarantee and Indemnity
1. UC Now Communication guarantees to undertake all reasonable efforts to ensure reasonable security, accessibility, availability and continuity of the Software in accordance with its use and purpose.
2. UC Now Communication does not guarantee compatibility of the Software with any 3rd party software, including but not limited to “browser” software. The Subscriber Company shall bear full responsibility for the choice and consequences following from its use of other 3rd Party Software including its applicability to the Subscriber Company’s objectives.
(i) Without prejudice to any rights and remedies the Subscriber Company may have under this Contract or otherwise, UC Now Communication will indemnify and hold the Subscriber Company harmless, from and against any claims against the Subscriber Company by reason of Subscriber Company’s use of the Software hereunder, brought by a third party alleging that such Software infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret. UC Now Communication shall, at UC Now Communication’s expenses, defend such a claim and pay damages not exceeding HK$100,000 against the Subscriber Company in connection therewith, including the reasonable fees and expenses of the attorneys engaged by UC Now Communication for such defense, provided that
a. The Subscriber Company promptly notifies UC Now Communication of the threat or notice of such a claim within seven (7) days after such threat or notice of such a claim is brought to the attention of the Subscriber Company ,
b. UC Now Communication will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim, and
c. The Subscriber Company will fully cooperate with UC Now Communication in connection therewith.
(ii) The Subscriber Company will indemnify and hold the UC Now Communication harmless, from and against any claims against the UC Now Communication in relation to the user of the Software by its Users and End Users in breach of these T & C or matters which the Subscriber Company have expressly agreed to be responsible pursuant to these T & C; provided that UC Now Communication promptly notifies the Subscriber Company of the threat or notice of such a claim.
1. This section explains UC Now Communication‘s policies and practices regarding what personal information will be collected about individuals associated with the Service, why this information is collected and what UC Now Communication will do with the information thus collected. It also explains UC Now Communication’s policies and practices regarding the handling of any data, which may include personal data that may have been created, inputted, submitted, posted, transmitted, stored during the access and use of the Software.
2. The Software is exclusively intended for general trade or business use. It is intended solely to enable real time communication and collaboration between business associates, customers and peers over the Internet. Access to and use of the Software, whether in connection with a paid subscription or a free trial, is available only to Subscriber Companies holding a valid business registration certificate issued by the Government of the Hong Kong Special Administrative Region (“HKSAR”). Therefore, all data collection in association with the promotion and provision of the Software (which may include personal data of individuals acting on behalf of a Company or Subscriber Company to which they are associated) and the use of such data collected in accordance to this Statement is to enable UC Now Communication to provide related communications, customer service and support to Companies and Subscriber Companies in the course of regular business activities associated with the Software.
3. The term "Personal Data" shall have the meaning ascribed to it by the Personal Data (Privacy) Ordinance, Cap 486 ("PDPO") of the Laws of the HKSAR. UC Now Communication endeavor to ensure that all our collection, transmission, storage and usage of Personal Data shall be carried out in compliance with the PDPO as amended from time to time.
4. Types of Personal Data collected by UC Now Communication may include (but not limited to) the following:
(i) Personal information and contact information such as name, gender, contact information including mailing/postal address (es), email address (es) and contact phone number(s);
(ii) Business information such as company name and business title;
(iii) Credit card information such as name of cardholder, card number and expiry date
5. Other types of data collected by UC Now Communication may include (but not limited to) the following: -
(i) Data including but not limited to transaction logs, communication records, voice recordings, video recordings, personalized settings and any other data that may be held and stored (“Software Data") generated during the access to and use of the Software that may contain information related to Visitors, Users and End Users. Such Software Data may or may not include Personal Data, and other information including but not limited to:
· The IP address;
· Domain name;
· Browser type and version;
· Operating system.
· Certain data including: -
Any data or materials (including any copies) submitted, posted, disclosed, displayed, linked to or otherwise made available during the course of using the Software; and
Any data or recordings of the communications sessions while using the Software,
Any data or recordings of communication sessions to UC Now Communication’s customer service or hotlines and/or inquiry telephone numbers (for the purpose of quality control and staff training) which is mutually agreed as NOT Personal Data of Individuals, and is NOT subject to the various provisions of the PDPO. Individuals have no rights and/or claims regarding such data (whether contractual, tortious or statutory).
· Data for facilitating delivery of the Software (including data automatically collected to perform accurate reporting and administration of the Account(s) of the Subscriber Company) which does not identify an individual and is not Personal Data including (but not limited to):
Access, login or connection time and date;
Duration and frequency of access and use; and
Origin and destination of access, login or connection.
· In addition to Software Data, UC Now Communication may collect and store certain information (which may include Personal Data) about the Subscriber Company’s Users, as well as the Subscriber Company’s Users and End Users’ respective devices, computers and use of the Software.
(ii) To the extent that Software Data constitutes Personal Data, the Subscriber Company and UC Now Communication hereby agree that the Subscriber Company shall be deemed to be the data controller and UC Now Communication or any authorized third party engaged by UC Now Communication to process Software Data shall be deemed to be the data processor. UC Now Communication will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of the Software Data. These safeguards include encryption of Software Data in transmission, except for any other service that do not support encryption which the Subscriber Company may elect to link up to the Software.
7. Unless otherwise specifically agreed to by UC Now Communication, Software Data may be hosted or otherwise processed by an authorized third party service provider in Hong Kong or other locations around the world. The selection and authorization of such third party service provider will be at UC Now Communication’s sole and absolute discretion.
8. Personal Data is collected from individuals to enable UC Now Communication, upon request, to provide access to and use of the Software for the Companies or Subscriber Companies with which such Individuals are associated.
9. UC Now Communication shall indicate the items of Personal Data without which UC Now Communication shall be unable to follow up on service request(s), or to provide access to and use of the Software to the Companies or Subscriber Companies with which these individuals are associated.
10. An individual does not need to supply any Personal Data if he/she has no intention to become a User, or is not seeking follow up or not seeking assistance in relation to gaining access to or use of the Software However, if an individual requires follow up by UC Now Communication’s responsible officers, including but not limited to requesting for catalogues, promotional brochures or materials, scheduling a demonstration, requesting for information on plan(s) or quotations, requesting for access to free trials, or seeking updates on the Software, then the provision of his/her name and at least one of the following contact details are obligatory for UC Now Communication to provide corresponding follow-up services:
(i) Contact mailing or postal address, or
(ii) Contact email address, or
(iii) Contact telephone number.
Purpose for which your personal data may be used
11. The Subscriber Company agrees that UC Now Communication may use personal information for:
(i) Following up and processing of application(s) to enable the provision of the Software to the Company to which the individual is associated;
(ii) Distributing Software-related materials including but not limited to Statements and Notices pertaining to the Account of the Subscriber Company to which the individual is associated;
(iii) Marketing to the Company or Subscriber Company to which the individual is associated;
(iv) Marketing to the Subscriber Company to which the individual is associated regarding other services that may be used in conjunction with the Software;
(v) Marketing to the Subscriber Company to which the individual is associated regarding 3rd party products and services (“3rd Party Product & Services”) of the UC Now Communication’s business partners that may be used in conjunction with the Software;
(vi) Conducting market research, User surveys and End User surveys pertaining to the Software;
(vii) Provisioning of all follow up services for the Subscriber Company to which the individual is associated;
(viii) Provisioning of all customer services and support pertaining to the Software;
(ix) Meeting obligations, requirements or arrangements, whether compulsory or voluntary, of UC Now Communication or any of its related bodies or affiliates (referred to as members of the “UC Now Communication Group”) to comply with, or in connection with:
· any law, regulation, judgment, court order, voluntary code, sanctions regime, within or outside HKSAR, existing currently and in the future ("Laws");
· any guidelines, guidance or requests given or issued by any legal, regulatory, governmental, tax, law enforcement or other authorities, or self-regulatory or industry bodies or associations of financial services providers within or outside Hong Kong existing currently and in the future and any international guidance, internal policies or procedures;
· any present or future contractual or other commitment with local or foreign legal, regulatory, judicial, administrative, public or law enforcement body, or governmental, tax, revenue, monetary, securities or futures exchange, court, central bank or other authorities, or self-regulatory or industry bodies or associations of financial service providers or any of their agents with jurisdiction over all or any part of the UC Now Communication Group (together the "Authorities" and each an "Authority") that is assumed by, imposed on or applicable to any member of the UC Now Communication Group; or
· any agreement or treaty between Authorities;
(x) Complying with any obligations, requirements, policies, procedures, measures or arrangements for sharing data and information between members of the UC Now Communication Group and/or any other use of data and information in accordance with any programmes for compliance with sanctions or prevention or detection of money laundering, terrorist financing or other unlawful activities;
(xi) Conducting any action to meet obligations of UC Now Communication or any member of the UC Now Communication Group to comply with Laws or international guidance or regulatory requests relating to or in connection with the detection, investigation and prevention of money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, evasion of economic or trade sanctions and/or any acts or attempts to circumvent or violate any Laws relating to these matters;
(xii) meeting any obligations of UC Now Communication or any member of the UC Now Communication Group to comply with any demand or request from the Authorities;
(xiii) In conjunction to any other purposes as may be separately notified to or agreed with an individual, including the purposes stated in any special terms and conditions and in applications for the supply of specific goods and services; and
(xiv) In conjunction to any other purposes directly related to the above.
12. You must provide UC Now Communication with the personal data requested to the extent necessary for the purposes listed above – if you do not we may not be able to provide you with the Software and need to close or terminate any arrangements that we have.
Classes of persons to whom personal data may be transferred
13. Data held by UC Now Communication relating to an individual will be kept confidential but UC Now Communication may provide such information to the following parties (whether within or outside Hong Kong) for the purposes set out above:
(i) Any Authorities;
(ii) Any third party service provider who provides administrative, telecommunications, computer, payment or securities clearing or other services to UC Now Communication in connection with the operation of its business (including their employees, directors and officers), including but not limited to UC Now Communication developers, digital marketing agencies, marketing consultants, professional advisors, digital marketplace operators, banks, financial institutions, payment gateways operators, credit card issuing companies, debt collection agencies, telecommunication service operators and other service providers who is acting for or on behalf or jointly with UC Now Communication and is involved in the subscription, sale, administration or provision of the Software (or any part thereof) (“Third Party Service Providers”);
(iii) Any other person or company who is under a duty of confidentiality to UC Now Communication including any member of the UC Now Communication Group provided he/she is able to prove the right to the data and has undertaken to keep such information confidential;
(iv) Persons who may be entitled to disclosure under circumstances described in Part VIII of the PDPO (meaning Personal Data exempt from Data Protection Principal 3 of the PDPO);
(v) Any agents, contractors, sub-contractors, service providers or associates of UC Now Communication;
(vi) Any persons acting on behalf of an individual whose data are provided, payment recipients, beneficiaries, account nominees, intermediaries, correspondent and agent banks, clearing houses, clearing or settlement systems, market counterparties, upstream withholding agents, swap or trade repositories, stock exchanges, companies in which the customer has an interest in securities (where such securities are held by the UC Now Communication or any member of the UC Now Communication Group) or a person making any payment into the customer’s account;
(vii) Credit reference agencies, and, in the event of default, to debt collection agencies;
(viii) Any person to whom UC Now Communication or any member of the UC Now Communication Group is under an obligation or required or expected to make disclosure;
(ix) Any actual or proposed assignee of UC Now Communication or participant or sub-participant or transferee of UC Now Communication’s’ rights in respect of the customer;
(x) Any member of the UC Now Communication Group;
(xi) Charitable or non-profit making organisations; and
(xii) External service providers (including but not limited to mailing houses, telecommunication companies, telemarketing and direct sales agents, call centres, data processing companies and information technology companies) that UC Now Communication engages.
14. UC Now Communication’s Third Party Service Providers are under a duty of confidentiality and are contractually bound to use your Personal Data in connection with the purposes specified above, and not for their own purposes (including direct marketing).
15. UC Now Communication have implemented, based upon appropriate physical, electronic and managerial measures and controls to safeguard all Personal Data provided by Individuals and to secure the transmission of such data to the third parties listed above. Individuals’ Personal Data are only accessible by UC Now Communication’s own personnel or the personnel of the third parties listed above for the purposes specified above. UC Now Communication’s own personnel and the personnel of the Third Party Service Providers will be instructed to observe duty of confidentiality and the terms of this Statement when accessing your Personal Data and handle Personal Data only in accordance with this Statement.
16. Any questions, comments, suggestions or information provided to UC Now Communication voluntarily by Users and End Users will be considered as provided on a non-confidential, non-private, publicly available and non-proprietary basis. UC Now Communication reserves the right (without any obligation, without any charge and without any liability whatsoever to UC Now Communication, its officers, personnel, agents, contractors and third party service providers) and without giving any notice to the individuals who provided them to:
(i) To use, reproduce, disclose, transmit, publish and/or post elsewhere such information freely, including passing it to any associated company for example, in connection with the development, manufacturing and marketing of products and services and to meet customer needs, and
(ii) To validate data provided or made available using generally accepted practices including, in accordance with the PDPO, requiring review of original documentation before the Personal Data may be used.
17. All reasonable efforts are made to ensure that any Personal Data held by UC Now Communication is stored in a secure and safe place. If necessary, UC Now Communication may transfer the Personal Data to places outside of Hong Kong for carrying out the purposes, or the directly related purposes specified above. All the transfer of those Personal Data will be carried out in compliance with the requirements of the PDPO. As Personal Data may be stored or processed in another jurisdiction, it may be accessible to law enforcement and national securities of that jurisdiction. Unless there is a mandatory legal requirement for UC Now Communication to keep your Personal Data for a specified period, UC Now Communication will only retain your Personal Data for as long as necessary to fulfill the purposes specified above for which the Personal Data was originally collected. UC Now Communication will periodically redact, purge, anonymize or destroy unnecessary Personal Data in our system in accordance with our internal procedures.
Use of Data in Direct Marketing
18. UC Now Communication intends to use the Personal Data for direct marketing as listed below and UC Now Communication requires your consent for that purpose:
(i) Individuals’ name and contact details, including contact email address (es), contact mailing or postal address (es) and contact phone number(s) for the direct marketing of:
(a) The Software, including but not limited to, the latest UC Now Communication or 3rd Party services, offers, gifts, discounts, benefits and information associated; and
(b) Third Party Products and Services; and
(c) Non-profitable services including solicitation of donations sought by charitable organizations.
(ii) UC Now Communication may not so use an individual’s Personal Data unless UC Now Communication has received his/her consent. The individual’s consent is considered given to UC Now Communication at the time when the Personal Data is provided, or by writing to UC Now Communication Personal Data Officer.
(iii) Individuals acknowledge that telephone calls with UC Now Communication staff may be recorded and used as evidence by UC Now Communication.
19. UC Now Communication may receive money or other property in return for providing the data to the other persons and, when requesting your consent, UC Now Communication will inform if it will receive any money or other property in return for providing the data to the other persons.
20. Individuals may write to UC Now Communication’s Personal Data Officer at the address or email below if he/she wishes to withdraw any consent given to UC Now Communication previously.
21. UC Now Communication may use “cookies” on systems directly associated with the Software for the following purposes:
(i) Enable tighter security;
(ii) Enable Companies and Subscriber Companies to subscribe to service plan(s) online;
(iii) Build online visitor profiles; and
(iv) Any new purpose that UC Now Communication deems necessary to enable the provision of Updates.
Requesting access to and correction of personal data held
23. Under and in accordance with the terms of the Personal Data (Privacy) Ordinance (“Ordinance”), any individual has the right
· to check whether UC Now Communication holds data about him and of access to such data;
· to require UC Now Communication to correct any data relating to him which is inaccurate; and
· to ascertain UC Now Communication’ policies and practices in relation to data and to be informed of the kind of personal data held by the UC Now Communication.
25. All requests for (a) access to data or correction of data; (b) general information regarding our policies and practices with respect to Personal Data; and (c) about the kinds of Personal Data that UC Now Communication hold, and (d) general questions and complaints should be addressed as follows: -
UC Now Communication Limited
Personal Data Officer
Address: 25F, Greenwich Centre, 260, King’s Road, North Point, Hong Kong.
Relationship of the Parties
1. UC Now Communication and the Subscriber Company are independent contractors. These T & C do not and will not create a partnership, franchaise, joint venture, agency, fiduciary or employment relationship among the parties. Falsely implying to misleading others as to the existence of unauthorized promotions, cooperation, association, relationship or acting on behalf of Now Communication is prohibited.
Assignment; Entire Agreement
1. The Subscriber Company must not, directly or indirectly, by operation of law or otherwise, assign the rights, transfer all or any part of this Agreement , or its rights or interest (if there is any) under this Agreement or delegate performance of its duties under this Agreement without UC Now Communication’s prior written consent, which consent will not be unreasonably withheld.
2. UC Now Communication is entitled to assign the rights, transfer all or any part of this Agreement or otherwise dispose of all or any part of the rights, duties or obligations under this Agreement to any entity within the Now Communication Group
3. These T & C, together with any relevant contractual documents including but not limited to subscription forms, subscription amendment agreements, notices and appendices (“Forms”) constitutes the entire agreement (“Agreement”), and supersedes any and all prior agreements between the Subscriber Company and UC Now Communication with regard to the subject matter hereof.
4. These T & C and any Forms shall apply in lieu of the terms and conditions in any purchase order or other order documentation the Subscriber Company provides, and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof.
5. Notwithstanding the foregoing, additional terms and conditions other than those contained in these T & C (“Additional Terms”) may apply to other features, functionality or services that UC Now Communication may choose to offer as part of or distinct from UC.NOW . UC Now Communication will notify the Subscriber Company of such Additional Terms prior to the activation of these features, functionality, or services, and the activation of these features, functionality, or services in the Subscriber Company’s Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these T & C when the Subscriber Company, its Users and its End Users activate the feature, functionality, or service. Where there is a conflict between these T & C, and the Additional Terms, the Additional Terms will control.
1. UC Now Communication reserves the right to vary, modify, amend or delete any of these T & C or to add new terms to these T & C from time to time, in which case the new T & C will supersede prior versions. The Subscriber Company may at any time familiarize itself with the currently effective version on our Internet website www.u-c-now.com
2. UC Now Communication will notify the Subscriber Company no less than ten (10) days prior to the effective date of any such variation, modification, amendment, deletion or addition and the Subscriber Company’s continued use of the Software following the effective date of any such amendment may be relied upon by UC Now Communication as the Subscriber Company’s acceptance of any such amendment.
3. If the variation, amendment, modification, deletion or addition will result in an increase in the Fees or a substantial and adverse impact on the Software enjoyed by a substantial number of customers, UC Now Communication will notify the Subscriber Company no less than (20) days' prior to the effective date of any variation, amendment, modification, deletion or addition.
4. Refusal to accept the amendments shall preclude the Subscriber Company, its Users and its End Users from using further access to and use of the Software.
1. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is or becomes illegal, invalid, prohibited by or unlawful or unenforceable under any applicable law of any jurisdiction, such illegality, invalidity, prohibition unlawfulness or unenforceability shall, to the extent required by such law, be severed from this Agreement and rendered ineffective so far as is possible without affecting, impairing or modifying the remaining provisions of this Agreement.
2. Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the Parties to the full extent permitted by such law to the end that this Contract shall be a valid and binding agreement enforceable in accordance with its terms. Further, such illegality, invalidity, prohibition unlawfulness or unenforceability shall not affect the legality, validity, lawfulness or enforceability of such provision and/or this Agreement in any other jurisdiction.
1. All notices to be provided by UC Now Communication to the Subscriber Company under this Agreement may be delivered in writing
(i) by hand via Hong Kong Post or courier to the mailing address the then current contact mailing address provided by the Subscriber Company on any form; or
(ii) Email to the then current email address provided by the Subscriber Company on any form.
3. All notices to be provided by Subscriber Company to UC Now Communication under this Agreement may be delivered in writing
(i) to 25F, Greenwich Centre, 260, King’s Road, North Point, Hong Kong via by hand via Hong Kong Post or courier; or
(ii) Email to email@example.com.
3. All notices shall be deemed to have been validly, sufficiently and effectively given and received:
(i) if given, made or served by hand via Hong Kong Post or courier, at two (2) business days after such receipt; and
(ii) immediately upon delivery by electronic mail.
Contracts ( Rights of Third Parties ) Ordinance
1. The Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) shall not apply to this Agreement
1. and no person other than the Parties shall have any rights under it nor shall it be enforceable by any person other than the Parties.
1. The validity and interpretation of this Agreement shall be governed by and construed in all respects by the laws of the HKSAR. The Parties shall hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the HKSAR as regards any claim, matter or proceedings arising under this Agreement.