TERMS AND CONDITIONS
These Terms and Conditions form an integral part of the offer letter (the “Offer Letter”) entered into between Rollout Innovations Limited (“Rollout”) and you (the “Customer”) to which they are attached.
1. Services
Rollout will provide the Services to the Customer in accordance with and subject to the Agreement.
2. Conditions of Use
2.1. Subject to the terms and conditions of the Agreement, Rollout hereby grants the Customer a non-exclusive and non-transferable right (without the right to grant sublicences) to use, and/or to permit the Authorised Users to use, the Services during the Subscription Term solely for the Customer’s internal business operations. For the avoidance of doubt, Rollout retains all right, title and interest in any pre-existing intellectual property rights that are owned by Rollout, and which may be used in carrying out the Services, including any modifications or improvements made to the said intellectual property rights during or as a result of the Services to be provided under the Agreement.
2.2. Use of the Services is governed by the Agreement, the Documentation and any other usage notices and limitations as notified by Rollout to the Customer from time to time. The Customer assumes all risks, costs, and expenses in connection with the use of the Services.
2.3. The Customer is solely responsible for the suitability of the Services chosen by it and for determining whether they meet its capacity, performance and scalability needs. The Customer hereby acknowledges and agrees that Rollout will not and is not in the position to, advise the Customer on its own equipment and software/operating environment with a view to determining any additional capacity, performance and/or scalability required. The Customer further acknowledges and agrees that it has not relied upon any advice, representation and/or promise from Rollout that is not recorded in the Agreement.
2.4. The Customer shall not access, store, distribute or transmit any Viruses or any other material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Rollout reserves the right, without incurring liability to the Customer and without prejudice to its other rights or remedies (at law or otherwise) against the Customer, to disable the Customer’s access to and/or remove any material that, in the view of Rollout, contravenes this clause 2.4.
2.5. The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation (in Hong Kong or otherwise); or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this agreement; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into ROLLOUT’s network and information systems.
3. Customer Data and Personal Data
3.1. The Customer shall own all rights, titles and interests in all of the Customer Data (save for any personal data involved in the Customer Data) and shall have the sole responsibility for maintaining and/or verifying the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer further agrees to make and maintain copies of all Customer Data in connection with the Services at its own expenses.
3.2. Unless otherwise agreed or specified, Rollout shall retain the Customer Data during the term of the Agreement subject to the applicable laws and regulations in Hong Kong. Within 6 months after the expiration or termination of the Agreement, Rollout shall disable and delete all Customer Data relating to the Customer’s account with Rollout, after which the Customer Data shall be rendered unrecoverable and irretrievable.
3.3. The Customer agrees and authorises Rollout to use the Customer Data to the extent necessary or desirable for the performance of Rollout’s obligations under the Agreement and the Privacy Policy of Rollout that is made available at
https://Rollout.com (or by any other means as may be notified by Rollout to the Customer from time to time).
3.4. Insofar as personal data (if any) is concerned, each Party to shall comply with, and reasonably assist the other Party in complying with, all applicable legal or regulatory requirements in respect of personal data (under the Laws of Hong Kong or otherwise), including but not limited to the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”).
3.5. Insofar as personal data (if any) is concerned, the Customer agrees to take all reasonable steps to ensure that:
(i) each of the data subjects involved in the Services (including but not limited to the Authorised Users) has given the requisite consent and approval;
(ii) all the relevant legal and regulatory requirements (including but not limited to those in the PDPO) have been complied with, for the Customer and Rollout to collect, store, use, disclose and transfer their personal data in connection with the Services.
3.6. From time to time, Rollout and its affiliates may prepare marketing materials and provide information to publications concerning the identity of their customers. The Customer hereby authorises Rollout and its affiliates to disclose its name for these limited purposes.
3.7. Rollout will use reasonable commercial endeavours to protect the security of the Customer’s data from the perspective of organizational structure and from technological perspective, and shall only release data and information according to the instructions of Customers (unless otherwise required by law). Rollout shall not provide specific data generated by Customers to any third parties without the prior consent of the Customer (unless otherwise required by law).
3.8. Notwithstanding clause 3.7 above, Rollout reserves the right to use aggregated statistical information and data, which would be anonymous and not directed to any specific user, for its business purposes.
3.9. (Where applicable) the Customer may make request in writing to Rollout to delete any data and information in the Customer’s possession stored in the POS system.
3.10. (Where applicable) Rollout does not process any information stored in Rollout POS system without prior consent of the Customer, and all the said information is owned by the Customer. All data are secured based on AES256 encryption standard and will be treated as confidential.
3.11. (Where applicable) notwithstanding clauses 3.7 to 3.10 above, the Customer consents to the process and disclosure of information stored in the POS system (including but not limited to transaction IDs, credit card details) by Rollout to third parties including but not limited to banks, payment platform agents and law enforcement agencies for the purpose of investigation of fraud and crimes or compliance with an order of the Hong Kong Court.
4. Rollout’s Obligations
4.1. Subject to clause 4.3, Rollout agrees to provide the Services to the Customer in accordance with, and subject to, the terms and conditions in the Agreement with reasonable skill and care.
4.2. In the event of non-compliance with clause 6.1, Rollout will, at its expense, use reasonable commercial endeavours to rectify any such breach or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution shall constitute the Customer’s sole and exclusive remedy for any non-compliance of clause 6.1 on the part of Rollout.
4.3. Clause 4.1 shall not apply in the event of (a) any use of the Services on the part of the Customer or any Authorised Users contrary to Rollout’s instructions, or (b) any modification or alteration of the Services made by any party other than Rollout or Rollout’s duly authorised contractors or agents.
4.4. For the avoidance of doubt, Rollout:
(a) does not in any way warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free;
(ii) the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
(iii) the Software or the Services will be free from Vulnerabilities or Viruses.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.5. The Agreement shall not prevent Rollout from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
4.6. Rollout shall follow its internal archiving procedures to store Customer Data, which may be amended by Rollout at its sole and absolute discretion from time to time. In the event of any loss or damage to Customer Data caused by any act on the part of Rollout, the Customer’s sole and exclusive remedy against Rollout shall be, without affecting the generality of clause 4.2, for Rollout to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data as maintained by Rollout in accordance with its internal archiving procedures. Rollout shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by (a) the Customer itself, (b) the Authorised Users, and (c) any third party (except those third parties that are sub-contracted by Rollout to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).
5. Customer’s Obligations
5.1. The Customer shall, at its own expense:
(a) duly and timely comply with the Agreement and any other reasonable instructions made by Rollout to the Customer insofar as the Services and/or the Agreement are concerned from time to time;
(b) cooperate with Rollout and provide Rollout with all necessary access to such information as may be required by Rollout for the purpose of providing the Services, including but not limited to Customer Data, security access information and configuration services;
(c) without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) carry out all other responsibilities on the part of the Customer as set out in the Agreement in a timely and efficient manner. In the event of any delays in the provision of any assistance by the Customer as agreed by parties to the Agreement, Rollout may adjust any agreed timetable, timeframe or schedule in delivering the Services as may be reasonably necessary;
(e) take all reasonable steps to ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement. For the avoidance of doubt, the Customer hereby acknowledges and agrees that it shall be fully responsible, and will, where appropriate, indemnify Rollout for any Authorised User’s breach of the Agreement;
(f) obtain, and maintain the validity of, all necessary licences, consents, and permissions as are necessary for Rollout, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Rollout from time to time; and
(h) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for (i) procuring, maintaining and securing its network connections and telecommunications links from its systems to Rollout’s data centres, and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
5.2. The Customer shall ensure that all usernames and passwords required to access the Service are kept secure and confidential. In case of any unauthorized use of its passwords or any other breach of security, the Customer agrees to immediately notify Rollout (who will take all necessary rectification steps including but not limited to resetting the Customer’s password) and to take all other actions that Rollout reasonably deems necessary to maintain or enhance the security of its computing systems and networks and the Customer’s access to the Services.
5.3. The Customer shall comply with all applicable laws, legislations, sub-legislations and regulations governing the use of the Services in the Territory. Without limiting the foregoing, the Customer shall comply with the applicable laws, legislations, sub-legislations and regulations of the Hong Kong Special Administrative Region, the Customer’s own internal regulations (if any) or otherwise governing its actions.
6. Entire Agreement
6.1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.
6.2. Each Party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) which is not set out herein.
6.3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement made by each other when entering into the Agreement.
7. Notices
7.1. Any notice required to be given under the Agreement shall be in writing and, unless otherwise stated, shall be delivered or sent (a) by hand, (b) by pre-paid ordinary or registered post, (c) by fax or (d) by electronic mail in accordance with parties’ contact details as set out in the Offer Letter. Any Party may change its contact details as set out in the Offer Letter by giving 7 Business Days’ notice to the other Party.
7.2. A notice delivered by hand shall be deemed to have been received by a Party upon delivery at its address as set out in the Offer Letter (or, if delivery is not made in Normal Business Hours, at 09:30 on the following Business Day).
7.3. A correctly addressed notice sent by pre-paid ordinary or registered post shall be deemed to have been received by a Party 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at the address as set out in the Offer Letter.
7.4. A notice sent by fax in legible form shall be deemed to have been received by a Party at the time of transmission (as shown by the timed printout obtained by the sender). If the said time of transmission does not fall within Normal Business Hours, the said notice shall be deemed only to become effective at 09:30 on the following Business Day.
7.5. Any electronic communication made between the Parties will be effective only when actually received (or made available) in readable form. Any electronic communication which becomes effective after Normal Business Hours shall be deemed only to become effective at 09:30 on the following Business Day.
7.6. For the purposes of giving notice under the Agreement, an electronic communication shall be treated as being in writing.
8. Governing Law
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.
Last updated on: 20/11/2024
