1.1 Agreement: These SEC Terms govern your access to and use of SEC, and our supply of SEC.
1.2 Modification: At any time:
(a) we may notify you of changes to these SEC Terms or of any policies or supplementary terms (including terms that you must agree directly with third parties such as our suppliers or licensors); and
(b) if you do not agree to the changed or supplementary terms, you must stop using SEC.
1.3 Additional terms for Products: Any Products you access through SEC may be subject to additional terms (Product Terms), including terms in respect of fees and charges. You must accept any such terms in order to access such Products.
2.1 Access: Subject to your ongoing compliance with these SEC Terms, we grant you permission for:
(a) you, if you are an Administrator, to create and manage user accounts and other permissions on SEC;
(b) you to access features and functionalities of SEC which we may make available from time to time; and
(c) you to search, browse, or purchase any available Products on SEC.
2.2 Limited licence: We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to access and make use of SEC provided that such access and use is in accordance with these SEC Terms.
2.3 Suspension or termination: We may at any time immediately suspend or terminate access to, or suspend the operation and availability of, SEC.
2.4 If we suspend or terminate your access to, or suspend the operation and availability of, SEC under clause 2.3:
(a) we will provide you as much notice as practicable, but you acknowledge that this may be little or no notice depending on the circumstances;
(b) any Product Terms in effect between you and us are also deemed to be suspended or terminated under those Product Terms to the extent that those Products are dependent on SEC; and
(c) in the case of termination of access, neither we nor you will have any further rights or obligations under these SEC Terms other than:
(i) in respect of rights accrued prior to the suspension or termination;
(ii) any indemnity or any obligation of confidence under these SEC Terms (each of which survives termination of these SEC Terms); or
(iii) under other provisions of these SEC Terms which are expressed to continue in effect, or by their nature continue in effect, despite termination.
3.1 Registration: To access SEC, you must:
(a) register separately as a user on SEC;
(b) provide us with accurate, complete and up-to-date registration information;
(c) provide us with a form of identification to verify identity, authority, or both, if requested by us;
(d) inform us promptly of any changes to any registration information after registration;
(e) not register multiple times; and
(f) not impersonate, or create a user registration for, any other person.
3.2 Information: You must:
(a) ensure the security and confidentiality of all user registration details, including any relevant authentication or authorisation details;
(b) notify us immediately upon becoming aware of any unauthorised use of such user details; and
(c) not permit such user details to be used by or disclosed to any other person.
3.3 You represent and warrant that any information, including any identification information, that you provide to us is true and correct.
3.4 You are responsible for all activities which occur under your user account, including as a result of any failure to keep any account information or Content secure and confidential and any unauthorised use of any account, Content or payment details.
3.5 Personal Data: We may collect, store and disclose Personal Data in connection with the supply of SEC. You consent to us collecting, retaining, using and disclosing such Personal Data in accordance with our Privacy Policies and any applicable Data Protection Laws.
3.6 We may change our Privacy Policies from time to time and such updates are effective immediately upon their posting on our website. You must keep yourself up-to-date with changes to our Privacy Policies.
4.1 You must not, without our prior written consent:
(a) use SEC or any Content on SEC:
(i) in breach of any applicable laws or regulations or for any unlawful purpose;
(ii) in a manner that poses or creates a privacy or security risk;
(iii) to transmit (or authorise the transmission of) unsolicited communications;
(iv) to impersonate any person or entity;
(v) to solicit money, passwords or Personal Data from any person; or
(vi) to defame, harass, threaten, menace or offend any person;
(b) copy, store, alter, reproduce, publish, upload, post, display, transmit or communicate any part of SEC or Content to any third party, device, server, website or other medium;
(c) use SEC with the assistance of any automated scripting tool or software which is not part of SEC or any Product;
(d) attempt to gain unauthorised access to any portion or feature of SEC, or any systems or networks connected to SEC, or to any of our systems or networks;
(e) probe, scan or test the vulnerability of SEC, any systems or networks connected to SEC, or to any of our systems or networks;
(f) breach the security or authentication measures on SEC, or any systems or networks connected to SEC, or to any of our systems or networks;
(g) use any device, software or routine to interfere or attempt to interfere with the proper working of SEC or any transaction being conducted on SEC or with any other person’s use of SEC or any Product;
(h) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble, any portion of SEC except to the extent permitted by law which cannot be excluded or restricted; or
(i) delete any attributions or legal or proprietary notices in or on SEC, any Content or any Product.
4.2 You assume total responsibility and risk for your access to and use of SEC, Content, and any Third Party Features, including for compliance with all applicable laws.
5.1 SEC may feature or display links and pointers to websites, content, advertising and features owned and/or operated by third parties (Third Party Features). Third Party Features (if any) do not form part of SEC and are not under our control. By featuring or displaying such Third Party Features we do not in any way recommend or endorse the relevant third party, its products or services. We accept no responsibility in connection with any Third Party Features. If you engage with any such Third Party Features, it is entirely at your own risk.
5.2 Any payment gateways integrated into the purchase process made available through or facilitated by SEC are maintained or developed by third party service providers and are not maintained or developed by us. If you elect to use such services, your use is subject to the terms and conditions of use maintained by such third parties and we are not responsible to you for your use of their payment gateway services. You acknowledge that we have no responsibility for nor are liable for any loss, damage or claim in connection with any information provided to or via the payment gateway.
5.3 From time to time, we may promote, advertise, or sponsor functions, events, offers, competitions or other activities that may be conducted offline and/or may be conducted by third parties. You participate in any such activities entirely at your own risk. We do not accept any responsibility in connection with your participation in activities conducted by any third party. These communications and/or activities may be subject to separate terms and conditions.
6.1 All express and implied representations, conditions, statutory guarantees, warranties, and provisions (whether based on statute, custom, common law or otherwise) relating to SEC that are not contained in these SEC Terms, are expressly excluded to the fullest extent permitted by law.
6.2 You acknowledge and agree that:
(a) transmissions on the internet are never completely private or secure and you understand that any message or information you upload to or download from SEC may be read or intercepted by others;
(b) we are not responsible for, and accept no liability in relation to, any other parties’ use of, access to, or conduct in connection with SEC or any Product;
(c) we cannot ensure that any Content you download or obtain from SEC will be free of malware or contamination;
(d) SEC and any Content is delivered on an as-is and as-available basis;
(e) while we use reasonable endeavours to ensure the availability of SEC, we do not make any representations or warranties that:
(i) your access to SEC will be uninterrupted, timely, secure, error free, or that any defects will be corrected; or
(ii) your use of SEC will provide specific results or benefits; and
(f) except as otherwise expressly provided in these SEC Terms, your sole remedy against us for dissatisfaction with SEC or any Content is to stop using SEC.
6.3 Consequential loss: To the extent permitted by law, in no circumstances will we be liable for:
(a) loss which does not arise directly, or naturally in the usual course of things, from the breach, action or inaction in question; or
(b) loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss or corruption of data, loss of value of equipment (other than cost of repair), loss of opportunity, expectation loss, loss of goodwill, loss of bargain or loss arising out of any claims by third parties and any other form of consequential, special, indirect, punitive or exemplary loss or damages, whether or not foreseeable or contemplated and whether caused by negligence or otherwise.
6.4 Liability reduction: Any liability we have to you in connection with these SEC Terms is reduced to the extent that your acts or omissions caused or contributed to such liability.
6.5 Total liability: To the extent permitted by law, our total liability to you arising directly or indirectly under or in connection with these SEC Terms, at law or in equity whether arising under any indemnity or statute, in tort (for negligence or otherwise) or on any other basis is limited to the greater of the total amount you pay for access to SEC or HK$1.
7.1 Data licence to us: All ownership and interest in User Data belongs to you and is your confidential information. You grant us, our suppliers, and our licensors a non-exclusive, transferrable, sublicensable, irrevocable worldwide licence to Use the User Data in connection with SEC, for the purposes specified in the Privacy Policies, or for any other related purpose. If we use the User Data in disaggregated form, we will use reasonable endeavours to maintain its confidentiality.
7.2 Content: Other than User Data, we own any Background Content and Developed Content which is imported to, exported from, generated within, processed by, or supplied or made available on or through, SEC. You may Use such Background Content and Developed Content to the extent necessary for you to have the benefit of the licence in clause 2.2. Except to this extent, you must not Use such Background Content and Developed Content and you acknowledge that any access you have to such Content is incidental to your access to SEC.
7.3 Infringement: You must notify us immediately in writing if you become aware of any third party intellectual property infringement claim in relation to our Intellectual Property Rights.
7.4 Confidentiality: Each party (recipient) must keep confidential and must not use or disclose any of the confidential information of the other party (discloser) except:
(a) to perform its obligations or exercise its rights under these SEC Terms;
(b) as expressly contemplated by these SEC Terms;
(c) as required by any applicable law or the rules of any stock exchange on which the recipient’s shares are listed;
(d) where such disclosure is made by CLP to a member of the CLP Group in accordance with the Privacy Policies and Data Protection Laws; or
(e) with the discloser’s prior written consent.
8.1 If any dispute, controversy, difference or claim arises out of or relating to these SEC Terms, including the existence, validity, interpretation, performance, breach or termination of these SEC Terms or any dispute regarding non-contractual obligations arising out of or relating to these SEC Terms, either party may serve on the other a notice of dispute. 8.2 Within ten days after service of a notice under clause 8.1 the parties must confer through authorised representatives at least once to attempt in good faith to resolve the dispute.
8.3 Neither party is entitled to bring proceedings in connection with these SEC Terms unless it has first followed the process for dispute resolution in this clause 8.
9.1 Notices: We may provide any notices under these SEC Terms to you via SEC, your nominated email address or otherwise in writing. You must give notices under these SEC Terms to us in writing through the contact form provided within SEC or, if applicable, at such email address nominated by us in writing from time to time for the express purpose of receiving formal contractual notices.
9.2 Notification of breach: You agree to notify us as soon as practicable if you think that SEC has been accessed or used by someone in breach of these SEC Terms.
9.3 Contact with you: We may contact you in connection with SEC using any contact information that you have provided to us for any purpose. If we intend to record any phone calls we make to you or receive from you, we will seek you consent.
9.4 Indemnity: You indemnify us and will keep us indemnified in respect of all damages, losses, costs and expenses (including as a consequence of any claim made by a third party, and including legal costs and expenses on a full indemnity basis) in connection with any of the following:
(a) any breach of these SEC Terms by you;
(b) any acts, omissions, negligence or misconduct by you in connection with these SEC Terms; and
(c) any violation of any law or breach of any rights of any third party by you.
9.5 Third party rights: These SEC Terms do not confer any rights on any person other than the parties to these SEC Terms and each of their successors and permitted assigns. The Contracts (Rights of Third Parties) Ordinance (Cap. 623) does not apply to these SEC Terms, and unless otherwise specifically provided, no person or company other than the parties to these SEC Terms will have any rights under it nor will it be enforceable by any person or company other than the parties to it.
9.6 Assignment: We may without notice to you assign, transfer, or sub-contract our rights or obligations (in whole or in part) under these SEC Terms.
9.7 Severability: Each clause in these SEC Terms is severable and if any clause is held to be invalid, void or for any reason unenforceable, then such clause shall be read down or struck out to the extent necessary and the remaining clauses will remain in full force and effect.
9.8 Waiver: No failure, delay, relation or indulgence on our part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.
9.9 Governing law and jurisdiction: These SEC Terms are governed by the laws of Hong Kong. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong.
10.1 Personal pronouns: Except where the context otherwise provides or requires:
(a) the terms we, us or our refers to CLP Innovation Enterprises Limited; and
(b) the terms you or your refers to the person or entity to whom we supply SEC as identified in the registration details provided to us.
10.2 Defined terms: In these SEC Terms, unless otherwise provided, capitalised terms will have the meaning specified as follows:
Administrator means a person duly authorised to act as an administrator within SEC by the person or entity on whose behalf they are acting.
Background Content means Content that is owned or licensed to us, including any change, modification, adaptation or development of SEC and the Products.
CLP Group means us and our Associated Companies (as defined in section 2 of the Companies Ordinance (Cap. 622, Laws of Hong Kong)) from time to time and any entity in which we or one of our Associated Companies have an interest.
Content means all data, text, graphics, user interfaces, location information and computer code which is protected or capable of being protected by Intellectual Property Rights whether presently existing or created in the future and whether or not requiring registration for such protection.
Data Protection Laws means:
(b) any other legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to Personal Data.
Developed Content means Content developed as a result of, for the purposes of or in connection with the supply of SEC and the Products.
Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trade marks, domain names, trade secrets, know-how, and all other similar proprietary rights and all extensions and renewals of them anywhere in the world which currently exist or are recognised in the future.
Personal Data means any data:
(a) relating directly or indirectly to a living individual;
(b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and
(c) in a form in which access to or processing of the data is practicable.
Product or Products means any smart energy software application and/or any hardware we may supply through or in conjunction with SEC. Product Terms has the meaning given to it in clause 1.3.
SEC means the cloud-based platform, including web or other interfaces made available from time to time by us through which a range of smart energy solutions will be provided to customers, and called “Smart Energy Connect”.
SEC Terms means these terms and conditions as amended in accordance with clause 1.2 from time to time. Third Party Features has the meaning given to it in clause 5.1.
Use means to use, copy, reproduce, modify, publish, display, access and communicate.
User Data means any data that you import to or export from SEC using import and export interfaces of SEC which we make available to you, but does not include Background Content and Developed Content