FinRegCheck Subscription Agreement

Agreement
1. This Subscription Agreement (“Agreement”) is between FinRegCheck, a division of abcMultiactive (Hong Kong) Limited of 23/F., On Hing Building, No. 1 On Hing Terrace, Central, Hong Kong. (“ABCM”) and the Client registered with ABCM as a user of the FinRegCheck Service as defined below (“Client”).
2. This Agreement governs the Client’s use of the FinRegCheck Service (defined in clause 2). The Client may not receive the FinRegCheck Service unless and until the Client has:
been registered by ABCM as a Client; and
agreed to this Agreement, (which includes any Addenda), either by clicking on the Website ‘I HAVE READ AND AGREE TO THE TERMS OF THE SUBSCRIPTION AGREEMENT’.
1. Any individual who enters into this Agreement on behalf of the Client warrants that he or she is authorized to enter into this Agreement on behalf of the Client and to bind the Client to this Agreement.
2. This Agreement commences on the date it is agreed to by the Client (“Commencement Date”).
3. ABCM may amend this Agreement from time to time and will publish those amendments on its Website. The Client’s continued use of the FinRegCheck Service after such amendments will constitute acceptance of the amendments by the Client.

Scope of FinRegCheck Service

”FinRegCheck Service” means the service supplied by ABCM described in Schedule 1, including any part of that service supplied by ABCM from a third party, through FinRegCheck’s Website such as the services referred to in clause 2(2) below.
Some parts of the FinRegCheck Service are subject to specific terms and conditions from the Third Parties Porviders as included in Addenda.
Those specific terms and conditions may incorporate third parties, as specified in each Addendum.

Client’s use of the FinRegCheck Service

ABCM will supply to the Client the FinRegCheck Service in accordance with this Agreement.
During this Agreement, ABCM grants to the Client a non-exclusive, non-transferable, revocable licence to access and use the FinRegCheck Service only for the purposes, and subject to any restrictions, specified in this Agreement, including in any Addenda
The Client must:
1. use the FinRegCheck Service only for the purpose of:
  1. assisting in complying with legal duties and regulations which apply to the Client;
  2. performing a statutory role as a Governmental organisation;
  3. performing law enforcement duties; or
  4. the Client’s own internal compliance processes (as opposed to use for any external commercial purposes.to process the PII Data to (i) prevent, detect or investigate any unlawful act or (ii) discharge any function designed to protect the public against dishonesty, malpractice or seriously improper conduct which are defined by law.
2. only allow Permitted Users to access and use the FinRegCheck Service;

prevent any third person from using the Client’s user ID or password;

inform ABCM immediately of any actual or potential unauthorised access to the Client’s ABCM account, or to any part of the FinRegCheck Service.

The Client must not:
reproduce, distribute, display, sell, publish, broadcast or circulate the FinRegCheck Service or any information retrieved from the FinRegCheck Service to any third party (than otherwise required by law), nor make the FinRegCheck Service available for any such use, unless authorised in writing by ABCM;
use any device, software or routine to interfere or attempt to interfere with the proper working of the FinRegCheck Service or any activity conducted through the Website; or

take any action which imposes an unreasonable or disproportionately large load on ABCM infrastructure.

The Client allows the use of its name and logo in any FinRegCheck Service marketing material, including references to you as a user of the FinRegCheck Service, on the FinRegCheck Services Website.FinRegCheck will cease the use of the name and logo of your company as permitted by this clause, if requested to do so in writing by your company.

Term
This Agreement commences on the Commencement Date and continues unless terminated in accordance with this Agreement.
Fees
The Client must pay to ABCM the fees specified on the Website.

Taxes
1. The Client agrees to bear for any local tax such as VAT, GST or whatsoever taxes or levies imposed by its local governmental bodies as a result of using FinRegCheck Services and reimburse ABCM for any such taxes if paid by ABCM.

Privacy
Each party agrees to comply with ALL privacy and other data protection laws that apply to it and the reasonable directions of the other party in relation to personal information supplied by that other party.
The Client will at all times comply with applicable laws and regulations governing the collection, use, disclosure, handling and processing of Client Personal Data and PII Data.
Without limiting clause 7.1, the Client acknowledges the sensitive nature of the PII Data and shall ensure that its users:
1. are appropriately trained in dealing with such sensitive personal data;
2. fully understand the FinRegCheck Screening Purposes; and

operate strictly within the parameters of the FinRegCheck Screening Purposes and all applicable regulatory requirements and in accordance with the Agreement.

The Client will ensure that any employees or third parties (such as contractors) involved in using PII Data will: (a) use the PII Data in accordance with the Agreement; (b) act in accordance with the Client’s instructions; and (c) will respect and maintain the confidentiality and security of the PII Data.
The Client will respond promptly and properly to any reasonable and proper enquiries from ABCM relating to the Client’s handling of PII Data received as a result of its use of the FinRegCheck Service and co-operate in good faith with and assist ABCM, its Third Party Providers and any privacy or data protection authority concerning all such enquiries within a reasonable time. In the event of an investigation, complaint, dispute or claim brought by an individual or data protection authority against the Client in connection with PII Data, the Client will inform ABCM about any such investigation, complaint, dispute or claim, and will co-operate with a view to settling them amicably and in a timely fashion.

Intellectual Property Rights
The intellectual property rights in all software, content, and functionality of the FinRegCheck Service and all information supplied through the FinRegCheck Service are owned by ABCM or another third party (“ABCM IP”). ABCM grants to the Client a non-exclusive, revocable licence to use the ABCM IP solely for the purpose of, and in accordance with, this Agreement.
The Client retains all intellectual property rights in all information and other materials the Client supplies to ABCM under this Agreement. The Client grants to ABCM a nonexclusive licence to use such information and materials for the purpose of ABCM supplying the FinRegCheck Service to the Client.
The Client will not remove or conceal any proprietary rights notice in the FinRegCheck Service or FinRegCheck Screening Content and will include such notices on any copy it is permitted to make.
The Client must not use the name of any Third Party Provider (including FinRegCheck) other than as provided for in this Addendum or permitted by ABCM in writing.

Client Warranties
The Client warrants and undertakes that:
1. this Agreement creates legally binding obligations of the Client;
2. The Client acknowledges and agrees that:
  1. the information contained in the FinRegCheck Screening Content is provided to ABCM by FinRegCheck (and may include Information from Third Party Providers) and is provided by ABCM on a pass through basis;
  2. it should not rely solely upon the FinRegCheck Screening Content when making any decision to deal with any person or entity and that before making any such decision the Client should make independent checks of such person or entity to verify the information contained in the FinRegCheck Screening Content and their resulting suitability as a commercial counterparty;

ABCM provides FinRegCheck Screening Content without giving any opinion or recommendation about any individual or entity named in them;

if the FinRegCheck Screening Content contains negative allegations about any person or entity, it should be assumed that such allegations are denied by them;
the FinRegCheck Screening Content cannot be an exhaustive source of information on persons or entities of whom the Client may wish or be obliged to make enquiries before entering into a financial or other relationship with them.

The Client acknowledges that:
1. the inclusion or exclusion of any person or entity in or from the FinRegCheck Screening Content should not automatically be taken to draw any particular inference (negative or otherwise) about them including as the result of the linking of any person or entity to any other person or entity identified therein. The nature of linking varies considerably;
2. many persons are included in the FinRegCheck Screening Content solely because they hold prominent political or other positions or are connected to such individuals;

ABCM cannot guarantee that information contained in FinRegCheck Screening Content is up to date or accurate;

ABCM cannot guarantee that it will find any or all of the published information available in connection with any individual or entity;
ABCM makes no warranty or representation about and, to the extent permitted by law, disclaims all liability for the accuracy, completeness or currency of the FinRegCheck Screening Content;
the designation of a Low Quality Alias is made at FinRegCheck’s discretion and such designation may not correspond to the Client’s own assessment of its strength as a means of positive identification of the person or entity in question. The Client must satisfy itself that such designation is appropriate and applicable to the Client’s level of risk appetite;

PEP Sub-Classifications are made based on FinRegCheck’s assessment of the nature of the office held or the relationship to the office holder. Such assessment may not correspond to Client’s own assessment and categorization and the Client must satisfy itself that such assessment and categorization is appropriate and applicable to the Client’s level of risk appetite;
Native Aliases may be included in the FinRegCheck Screening Content. ABCM will not undertake any translation or quality control on the accuracy of Native Aliases and ABCM is not responsible for any errors in them.

The Client will not obtain, retain, use, or provide access to the FinRegCheck Screening Content to any third party (other than as permitted under this Addendum) but in any case not in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of America and the European Union and its Member States. The Client warrants that it is not affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction it will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties.

Warranties
ABCM warrants that:
1. the FinRegCheck Service will operate substantially as described in Schedule 1; and
2. it is entitled to enter into this Agreement and perform its obligations under this Agreement.
All representations, warranties, conditions, terms, guarantees and other provisions implied or imposed by or under statute or common law including, without limitation, warranties, guarantees or other terms as to suitability, merchantability, satisfactory or acceptable quality and fitness for a particular purpose, are excluded to the maximum extent permitted by law. Unless expressly provided, the FinRegCheck Service is delivered “as is” without warranty of any kind. ABCM does not warrant or represent that the FinRegCheck Service (or information or material supplied to ABCM on which all or part of the FinRegCheck Service depends) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that all Faults will be corrected. ABCM shall not be liable for any loss, damages or costs resulting from any such Faults. The Client assumes sole responsibility and entire risk as to the suitability and results obtained from use of the FinRegCheck Service, and any decisions made or actions taken based on the information contained in or generated by the FinRegCheck Service.
The Client acknowledges that it is acquiring the FinRegCheck Service relying solely on the Client’s skill and judgement and not on ABCM’s representations or other conduct, except as expressly provided by ABCM in writing.
The Client understands that ABCM is an aggregator and provider of information for general information purposes only and does not provide financial, tax, accounting or legal advice. ABCM is also not responsible for any loss, damages or costs resulting from any decisions of the Client, or anybody accessing the FinRegCheck Service through the Client, that are made in reliance on the FinRegCheck Service, including decisions relating to legal, compliance and/or risk management decisions. The Client agrees that it uses the FinRegCheck Service at its own risk.

Limitation of liability
If any term, condition, warranty, guarantee or other provision is implied into this Agreement or applies to goods or services supplied by ABCM (whether by legislation, common law or otherwise) and it cannot be excluded, restricted or modified (a “Non-Excludable Term”), but ABCM is able to limit its liability for a breach of such Non-Excludable Term, then ABCM’s liability for breach of the Non-Excludable Term is limited to one or more of the following at ABCM’s option, the supplying of the services again or the payment of the cost of having the services supplied again.
Other than any compensation clause specified in Addendum, ABCM’s liability, whether arising in contract, tort (including negligence), statute or otherwise under or in connection with the FinRegCheck Service or this Agreement:
1. is limited to an amount equal to 50% of the total Fees paid by the Client in the 12 months preceding such claim.; and
2. is excluded in respect of all Consequential Loss.
Subject to clause 12, the Client’s liability whether arising in contract, tort (including negligence), statute or otherwise under or in connection with the FinRegCheck Service or this Agreement is excluded in respect of all Consequential Loss.
Nothing in this Agreement limits liability that cannot be limited under law (including in relation to Non-Excludable Terms).

Indemnity
The Client agrees to indemnify ABCM and its related entities, representatives, partners, directors, agents and employees from and against any and all liabilities, claims, costs, losses, damages and expenses, including reasonable legal fees on a full indemnity basis, suffered or incurred by ABCM, its related entities, representatives, partners, directors, agents and employees as a result of:
1. the use of the FinRegCheck Service for a purpose or in a manner other than as permitted by this Agreement (including Addenda) or a breach of this Agreement (or Addenda);
2. a failure of the Client to give a notice to ABCM when required by any law;

any negligent, unlawful or willfully wrong act or omission of the Client or its related entities, representative, partners, directors, agents or employees; or

any claim by a third party arising out of or in connection with the Client’s use of the FinRegCheck Service.

Where the Client is a trustee, the Client’s liability for debts incurred in acting as trustee are limited to the trust assets, provided the trustee has not acted without power or in breach of the trust.
If the trustee acts without power or acts in breach of trust, then the trustee is personally liable for debts incurred in acting as trustee.

Termination
Either party may terminate this Agreement at any time by a 30 days written notices.
If this Agreement is terminated, the Client must:
1. cease using the FinRegCheck Service by the effective date of expiration or termination;
2. pay to ABCM all Fees for all FinRegCheck Services supplied up to the effective date of termination; and

return to ABCM, or at ABCM’s direction, destroy, all copies of all information, content and other materials obtained by the Client from the FinRegCheck Service, except to the extent the Client is required by law to retain any such information, content or other materials.

Confidentiality
Each party must keep confidential and not use or disclose any Confidential Information of the other party, except as permitted by this Agreement.
The obligation of confidence in clause 14(1) extends to Confidential Information provided to or obtained by a party before entering into this Agreement.
The obligation of confidence in clause 14(1) does not apply to Confidential Information that is:
1. required to be disclosed by law or any regulatory body such as The Stock Exchange, as long as the recipient:
  1. discloses the minimum amount of Confidential Information required to satisfy the law or regulation; and
  2. before disclosing any information gives a reasonable amount of notice to the discloser and takes all reasonable steps (whether required by discloser or not) to maintain that Confidential Information in confidence;
2. in the public domain otherwise than as a result of a breach of this Agreement or another obligation of confidence; or

already known by the recipient independently of its interaction with the other party and free of any obligation of confidence.

Each party must take all steps and do all things necessary prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
Each party acknowledges that the value of the other party’s Confidential Information is such that an award of damages or an account of profits may not adequately compensate if this clause 14 is breached.
For the avoidance of doubt ABCM and its licensors may disclose the identity of the Client, its Permitted Users and employees to meet any requirement of any obligation of law. The Client warrants and represents that it has secured the consent of each Permitted User or other person whose personal data is disclosed to ABCM to the use and disclosure of that information by ABCM and its licensors as may be required under any applicable law.
The obligations of confidentiality in this clause 14 survive the termination of this agreement.

Assignment
The Client may not assign any rights arising out of this Agreement without the prior written consent of ABCM which consent is not to be unreasonably withheld.

Interpretation

Specifying anything in this Agreement after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included.

Definitions and interpretation

The meanings of the terms used in this agreement are set out below.

Term	Meaning
Affiliate	means in the case of ABCM or a Third Party Provider, any entity that, from time to time, is directly or indirectly controlled by ABCM or the Third Party Provider; in the case of the Client, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of the Client. "Control" means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
Agreement	means this Subscription Agreement including all Schedules, Addenda and Annexures.
Client Personal Data	means any personal information provided by the Client to ABCM for the purpose of the provision of the FinRegCheck Service.
Confidential Information	in relation to a party means any information: i. regarding the business or affairs of that party; ii. regarding the customers, employees or contractors of, or other persons doing business with that party; iii. regarding the terms of this Agreement, or the commercial arrangements between the parties; iv. which is by its nature confidential or which is designated as confidential by that party; v. which is designated as confidential in this Agreement; or which the other party knows, or ought to know, is confidential.
Consequential Loss	means loss of revenues, profits, goodwill, bargain or loss of opportunities, anticipated savings, loss of or corruption of data, and any indirect, incidental, special or consequential loss or damage, howsoever caused (regardless of whether or not the possibility of the loss or damage was contemplated or communicated when this Agreement was entered into).
Damage(s)	any loss, damage or cost.
Derived Data	means Information modified by the Client (e.g. perform calculations or combining it with other data) to such a degree that it cannot be recognized as deriving from the Information, reverse engineered or otherwise traced back to the Information, without an extraordinary amount of time and effort other than by the creator. All other Information that does not satisfy these criteria constitutes "Information."
FinRegCheck Screening Content	means the content contained in the FinRegCheck Service which has been supplied to ABCM by Third Party Providers from their respective databases;
Information	means the information (including, but not limited to, data, text, images and sound recordings) contained in the FinRegCheck Service (and FinRegCheck Screening Content) in raw form and such information as it may be modified by the Client, except to the extent that the modified information is Derived Data.
Insolvency Event	is when a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the Client’s assets or undertakings, an application or order is made for the winding up or dissolution of the Client, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the Client.
Low Quality Aliases	means an assumed or alternative name designated on a profile comprised in the FinRegCheck Screening Content as being of low quality
Native Alias	means in relation to a profile subject comprised in the FinRegCheck Screening Content, its name in any non-Latin language;
PEP Sub-Classification	means the allocation to a person or entity profiled in the FinRegCheck Screening Content as a Political Person or with the subcategory of "Politically Exposed Person" (PEP) of a further sub-category to identify the nature of the office held by them or the nature of their relationship to an office holder;
Permitted User	means an individual who is either: vi. an employee of the Client and who is authorised by the Client to access and use the FinRegCheck Service; vii. or viii. performing the functions of an employee on a temporary basis, independent contractor or ix. consultant who is performing work solely for the Client at the Client’s offices and is x. authorised by the Client to access and use the FinRegCheck Service, for so long such user remains authorised by the Client to perform work for the Client;
PII	Personally identifiable information (PII) is any data that could potentially identify a specific individual.
Third Party Provider(s)	means other third party whose Information is included or used in the FinRegCheck Screening Content;
Website	means www.abcmultiactive.com\FinRegCheck or other domains under which the FinRegCheck Service has been provided.

Entire Agreement

This Agreement is the entire agreement between the parties in respect of its subject matter. It supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

Severance

Any provisions of this Agreement prohibited by or are unlawful or enforceable under any applicable law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.

Notice

A notice or other communication under this Agreement can be in writing and delivered by hand or sent by pre paid post or fax to a party at the address or the fax number for that party or email or similar electronic means of communication or as otherwise specified by a party by notice.

Waiver

No waiver of any condition or covenant contained in this Agreement or failure to exercise a right or remedy by any party will be considered to imply or constitute a further waiver by such party of the same or any other condition, covenant, right or remedy.

Governing law and jurisdiction
This Agreement shall be governed, construed and interpreted in accordance with the laws of HKSAR.
Any dispute, controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules. The appointing authority shall be Hong Kong International Arbitration Centre.
Any person or entity who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the laws of Hong Kong) to enforce or to enjoy the benefit of any terms, covenants or conditions contained in this Agreement.

MISCELLANEOUS

Nothing contained herein shall be deemed to create any partnership, joint venture or relationship of agency, nor shall any similar relationship be deemed to exist between the parties.
In this Agreement, unless the contrary intention appears:
the headings or sub-headings to or contained in clauses and schedules are inserted for convenience only and shall not affect the construction of this Agreement;
words importing the singular number shall include the plural and vice versa and a gender shall include all genders and the neuter; and

the schedules and recitals form part of this Agreement.

abcMultiactive (Hong Kong) Limited

Updated : 20 April 2021

SCHEDULE

Schedule 1 - The FinRegCheck Service

The FinRegCheck Service provides users with the ability to carry out checks in order to assist with their Anti-Money Laundering and Counter-Terrorism Financing Act obligations. The FinRegCheck Service provides access to various data sources for carrying out these checks, which may include the following:

PEPs (Political Exposed Persons), their relatives and close associates
Sanctions and Official Lists
Persons of Special Interest

Access to these sources is governed by the Subscription Agreement and various Addenda annexed to the Subscription Agreement.

The FinRegCheck Service consists of reporting and research material, scanning and matching algorithms provided through a web based user interface.

The Client has the option to choose from any Third Party Provider Services as described on the FinRegCheck Website.