TERMS OF SITE

TERMS AND CONDITIONS OF USE (“TERMS”)

Please review these Terms carefully before accessing and using the SFi Hub.

SFi Hub (“SFi Hub”), located at https://www.sustainablefinance.hk/sfi-hub/, is developed and operated by Sustainable Finance Initiative Limited (“SFi”, “we”, “us” or “our”), an investor-sponsored community with a mission to convene Asia’s leading family offices and modern wealth owners in the impact space to explore ways to accelerate Asia’s transition towards a sustainable finance hub.

The SFi Hub is a digital platform which allows existing and prospective SFi members to identify impact funds and venture capital firms which align with their interests.

Your access and use of the SFi Hub and any of the Hub Services are subject to these Terms. By registering for an account of SFi Hub and continuing to access and use the SFi Hub and any of our Hub Services, you agree to be bound by these Terms, as well as to the terms of the SFi Privacy Policy which is available at https://www.sustainablefinance.hk/privacypolicy (“Privacy Notice”) and may be updated from time to time. If you do not want to be bound by these Terms, please cease registering, accessing and using the SFi Hub immediately.

Please note that if you have an SFi Hub Access and Licence Agreement with us, then such SFi Hub Access and Licence Agreement takes precedence over these Terms.

Definitions

In these Terms, unless the context requires otherwise, the following terms shall have the following meaning:

“Authorised User” means where the User is an organisation, any authorised users authorised by the User to access and use the SFi Hub and to receive the Hub Services on the User’s behalf.

“Commencement Date” means the earlier of (i) the date the User first accessed the SFi Hub; or (ii) the date the User (or any Authorised User) first received the Hub Services from SFi.

“Confidential Information” has the meaning given in Clause 6.1.

“Force Majeure Event” has the meaning given in Clause 12.1.

“Fund Profiles” has the meaning given in Clause 2.3.2(iii).

“Hub Services” has the meaning given in Clause 2.3.

“Intellectual Property Rights” means trademarks (including the Trade Marks), service marks, rights in trade names, business names, logos or get-up, patents, rights in inventions, registered and unregistered design rights, copyrights, database rights, rights in domain names and URLs, rights protecting goodwill and reputation, and all other similar rights in any part of the world including where such rights are or may be obtained or enhanced by registration, any registrations, applications for registration and rights to apply for registration.

“Membership Date” means the date on which SFi approves the request to gain membership access to the SFI Hub submitted by the User.

“Personal Data” shall have the meaning of that term as defined under the Personal Data (Privacy) Ordinance (Cap. 486) of the Laws of Hong Kong.

“Relevant Laws” means any of the following that are in effect from time to time in Hong Kong and worldwide which are applicable to the User (including Authorised User) and SFi, including (i) common law and principles of equity; (ii) statutes, regulations, constitutional provisions, treaties, decrees, conventions, proclamations, ordinances, by‐laws, ministerial declarations or the like; (iii) any rules, guidelines, codes of conduct or guidelines of a government agency or industry body, whether mandatory or adopted by a Party; (iv) writs, orders, injunctions, judgements and generally accepted accounting principles; (v) other non‐statutory rules or non‐statutory mandatory code of conducts; and (vi) non‐statutory rules, codes of practices or obligations of any applicable industry body.

“SFi”, “we”, “us”, and “our” means Sustainable Finance Initiative Limited, a company incorporated under the laws of Hong Kong with company registration number 2944937.

“SFi Indemnitees” shall have the meaning given in Clause 9.6.

“Term” shall have the meaning given in Clause 1.

“Trade Marks” means trademarks, service marks, logos, trade names, trade dress and domain names, business names, company names, corporate names, logos, insignias, slogans, emblems, symbols, get-up, URLs or domain names, together with all goodwill associated therewith owned by SFi or third parties.

“User” means a user, whether an individual or an organisation, accessing and using the SFi Hub and receiving the Hub Services from SFi.

“You” means the User. The terms “your” and “yours” shall be construed accordingly.

Term
1. These Terms shall commence on and from the Commencement Date unless terminated in accordance with these Terms (“Term”).
SFi Hub
1. On and from the Commencement Date, the User shall be provided with limited access to the SFi Hub insofar as is necessary to access and utilise the SFi Hub to apply for membership with SFi Hub.
2. SFi shall, at its sole discretion, determine, approve or reject any request for membership submitted by the User and shall not be required to provide any reasons for such determination, approval or rejection to the User.
3. On and from the Membership Date, the User (including the Authorised User(s)) shall be:
  - assigned a membership account by SFi; and
  - provided with services during the Term which shall enable a User (including any Authorised User) to:
    1. manage the User’s profile and User’s settings via the SFi Hub;
    2. provide information and materials about the User’s organisation on the SFi Hub;
    3. view and access information and materials about fund managers and venture capital firms which have registered with the SFi Hub (“Fund Profiles”);
    4. obtain contact information of registered fund managers and venture capital firms which provided the Fund Profiles, and of their representatives and agents;
    5. register for upcoming social impact educational events, webinars and seminars and access past events, webinars and seminars; and
    6. access and utilise any other services provided by SFi to the User via SFi Hub from time to time,(collectively the “Hub Services”).
4. SFi may, at its sole discretion, modify or limit the features or availability of SFi Hub or the Hub Services, discontinue the SFi Hub or Hub Services, impose conditions on the provision of the SFi Hub or the Hub Services to the User, or refuse to provide the User with access to the SFi Hub or the Hub Services. If any modification, limitation, or refusal of provision of the SFi Hub or the Hub Services is determined by SFi to have a material adverse impact on the User, SFi will use reasonable endeavours to provide notice to the User (and such notice may be issued via or posted on the SFi Hub).
5. SFi reserves the right to charge fees or vary fees to be paid by the User in relation to the access and use of the SFi Hub and the Hub Services from time to time, subject to giving 10 days’ prior notice to the User (and such notice may be issued via or posted on the SFi Hub). You may cease use of the Hub Services or the SFi Hub if you do not accept the proposed fee arrangement. Continued use of the relevant Hub Services or access to the SFi Hub after the expiry of the notice period indicates your agreement to our proposed fee arrangement.
Authorised Users
1. The User shall, and shall procure that all persons accessing the SFI Hub via the User (including every Authorised User) shall comply with these Terms and the Relevant Laws at all times when accessing and using the SFi Hub and the Hub Services.
2. SFi shall provide each User with a user ID and password (“User Credential”). The User shall ensure that only the Authorised Users may access and use the SFi Hub on its behalf using the User Credential.
3. The User shall be responsible for managing, safeguarding and controlling the User Credential and shall ensure that its Authorised Users (if any) maintain confidentiality of their User Credential at all times and shall not share it with any third parties.
4. The User shall remain liable for all acts and omissions of all persons, including Authorised Users and unauthorised persons, who gain access to the SFi Hub using the User’s User Credential.
5. The User shall immediately remove all means of access to the SFi Hub by the Authorised User once it ceases to be an Authorised User.
6. The User shall take all reasonably necessary steps to safeguard access to the SFi Hub and the Hub Services from any unauthorised access and use and will notify SFi immediately of any potential or actual breach of access or security to the SFi Hub.
7. The User shall notify SFi promptly if there is any change in details in its Authorised Users
Representations and Warranties
1. By accessing and using the SFi Hub, the User represents and warrants that:
  - the User has the legal right, power and authority to bind itself, the Authorised User and the User’s organisation to these Terms; and
  - upon the User’s access and using the SFi Hub and receipt of the Hub Services, these Terms constitute its legal, valid and binding obligations, enforceable against it in accordance with the Terms;
  - the User has and will throughout the Term, obtained or obtain all necessary due authorisations, consents and rights to perform actions including on behalf of the Authorised Users and the User’s organisation (including providing and uploading information and/or content) on the SFi Hub.
  - the User shall provide accurate, complete and valid information on behalf of itself or the Authorised User to SFi at all times, and be responsible for checking the accuracy and completeness of such information, and update such information via the SFi Hub immediately after the information changes.
2. The User shall, and shall procure the Authorised User shall:
  - comply with all Relevant Laws in relation to User’s access of SFi Hub and receipt of the Hub Services;
  - not defame, disparage, abuse, harass, stalk, threaten or otherwise interfere with or violate the rights of other users of the SFi Hub, or restrict or inhibit any person from using the SFi Hub or Hub Services;
  - not upload or make available to any other persons through or on the SFi Hub including its events or webinars or seminars hosted, any information, materials, remarks, comments, statements or representations which is or may be: (a) inaccurate or misleading, (b) negative, disparaging, maliciously false, adverse, threatening, harassing, degrading, hateful or intimidating; (c) defamatory or libelous; (d) fraudulent or tortious; (e) obscene, indecent, pornographic or otherwise objectionable; (f) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right of any third party (unless valid consent from the third party is obtained); or (g) illegal or give rise to criminal or civil liability;
  - not engage in or facilitate illegal or fraudulent activity on or via the SFi Hub;
  - not directly or indirectly interfere with or disrupt SFi and SFI’s authorised third parties’ development, hosting or maintenance of the SFi Hub;
  - not introduce (through uploading or providing data, information, materials or otherwise) any viruses, worms, defects, malware, spyware, Trojan horses or other harmful or malicious code or engage in any other conduct which may undermine the security and integrity of the SFi Hub;
  - not imitate, copy, modify, decompile, disassemble, reverse engineer, distribute, disseminate, reproduce, license or create any derivative works from, assign, transfer or sell, in full or in part and in any way, the SFi Hub or any information, data, materials, products or services obtained from or via SFi Hub, or attempt to discover the source code of any part of the SFi Hub;
  - not build or assist another person to build or attempt to build a product or services that is in competition with SFi, SFi Hub or the Hub Services, or copy, sell, develop, assign, licence, distribute, transmit, display, publish or otherwise reproduce the SFi Hub in any form by any means unless explicitly permitted under these Terms or by us; and
  - not bring SFi into disrepute by engaging in any act, conduct or omission which will undermine (or will reasonably be expected to undermine) the reputation of SFi, the SFi Hub and the Hub Services.
3. SFi may, at its sole discretion, refuse to provide the User with access to the SFi Hub or the Hub Services if the User breaches any provision in this Clause 4.
4. SFi makes no representation or warranty of any kind that the SFi Hub and the Hub Services will be available, uninterrupted, secure, virus or error-free. The User acknowledges that the SFi Hub and the Hub Services are provided on an “as is” basis only.
5. No representation or warranty of any kind (including to the accuracy, reliability or completeness), express or implied, is made as to the content of the SFi Hub and Hub Services. The content of the SFi Hub and Hub Services is subject to change without notice. SFi is not responsible or liable for any consequences of any decisions or actions taken in reliance upon or as a result of the information provided on the SFi Hub and Hub Services, including any direct or indirect losses or damages of any kind.
Data Privacy
1. By accessing and using the SFi Hub, the User agrees that SFi can collect, use and disclose any Personal Data you provide to us in accordance with the Relevant Laws.
2. The User shall ensure that it has obtained all necessary consents and authorisations from the Authorised User to provide any Personal Data to SFi in connection with the Hub Services.
Confidentiality
1. The User shall keep, and shall procure that its Authorised Users keep, all information, documents and materials obtained, provided or made available on the SFi Hub, and through activities relating to the SFi Hub (including any events, webinars or seminars available on the SFi Hub) (“Confidential Information”) confidential.
2. The User shall not, and shall procure the Authorised User not to access, use or reproduce such Confidential Information other than for purposes strictly relating to the SFi Hub, unless specifically authorised by us.
Disclaimer
1. By accessing the SFi Hub, Users represent that you are Professional Investors (as defined under Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571)).
2. No offers nor inducements to make offers to acquire, dispose of, subscribe for or underwrite any securities are or may be made by or through the SFi Hub. SFi takes no part in the negotiation or execution of transaction for the acquisition, disposal of, subscription for or underwriting of any securities, and at no time has possession of funds or financial products. SFi receives no compensation in connection with the acquisition, disposal of, subscription for or underwriting of any securities. The content of the SFi Hub is for information purposes only, and is not intended and should not be construed as the provision of investment, tax, legal, financial or other advice. SFi does not make any recommendations, endorsements, or suitability determination as to any specific investment opportunities, including those listed in the SFi Hub. Investors should consult an investment, tax and legal professional before deciding to invest in any financial product. SFi is not regulated as a financial services intermediary in any jurisdiction.
Upgrade and Maintenance
1. We may at any time, without giving any reason or prior notice, upgrade, maintain, modify, alter, suspend, discontinue the provision of or remove, certain functionalities and Hub Services or the SFi Hub (in whole or in part). We shall not be liable for any loss caused to you by such upgrade, maintenance, modification, suspension or alteration.
2. We reserve the right, but shall not be obliged to: (i) monitor, screen or otherwise control any activity or content on the SFi Hub; (ii) investigate any violation of these Terms and take any action deemed appropriate; and/or (iii) report any activity suspected to be in violation of any Relevant Laws, statute or regulation to the appropriate authorities and co-operate with such authorities.
3. Termination of the SFi Hub for any reason shall not bring an end to your obligations under any provisions of these Terms which are meant to survive the termination, which include Clause 6, Clause 9, and Clause 10.
Intellectual Property
1. The Intellectual Property Rights in and to the SFi Hub and all information and materials on the SFi Hub are owned, licensed to or controlled by SFi, our licensors or our service providers. At SFi’s request, the User shall execute, or procure from a relevant third party the execution of, any formal assignment or other document required to give effect to this Clause 9.1. Notwithstanding this Clause 9.1, SFi hereby grants to the User a limited, non-exclusive, revocable, royalty-free, non-transferable and non-sublicensable licence to access the SFi Hub and use the Hub Services for the Term.
2. Subject to your compliance with these Terms, and solely for so long as you are permitted by us to access and use the SFi Hub, you may access, view and print a single copy of any content on the SFi Hub to which we provide you access hereunder, solely for your personal, internal business and non-commercial purposes, provided that you keep intact all copyright and other proprietary notices.
3. Other than exercising rights you may have to documents provided to you by another user through the SFi Hub, or except as expressly authorized in advance by us in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on all or any part of the SFi Hub or any information or materials made available through the SFi Hub.
4. The Trademarks are registered and unregistered trademarks of us or third parties. You may not use the Trademarks or publish any contents or materials bearing any of our or third parties’ Trade Marks without our or third parties’ prior written consent and shall not use the Trade Marks in any manner that is likely to cause confusion. Nothing contained on the SFi Hub should be construed as granting any license or right to use any Trademark without the express prior written consent of the owner.
5. The User grants SFi a non-exclusive, irrevocable, perpetual, worldwide, royalty-free and transferable and sub-licensable licence, to use, process, share, distribute, copy, compile, modify or analyse any of the User’s uploaded information, data, and materials to the SFi Hub, and for the ongoing modification, development and improvement of the SFi Hub and for SFi’s individual purposes.
6. The User warrants and undertakes that its or its Authorised User’s information, data or materials provided to SFi and/or placed on the SFi Hub does not infringe the Intellectual Property Rights of any third party. Promptly upon SFi’s request, the User shall provide SFi with evidence of its ownership or licence (including right to provide SFi to use as part of the Hub Services) any such information, data or materials. If any third party claims that any of such information, data or materials infringes the Intellectual Property Rights of such third party, the User hereby indemnifies and holds harmless SFi, SFi’s affiliates and their directors, officers, personnel, representatives and agents (“SFi Indemnitees”) against any and all costs, claims, demands, expenses and damages of whatsoever nature incurred by any SFi Indemnitee arising out of or in connection with such third-party infringement claim.
Liability
1. To the maximum extent permitted by Relevant Laws, SFi shall not be liable to the User or any third party whether in contract (including under any indemnity), in tort (including negligence), under any statute or otherwise under or in connection with the provision or your use of the SFi Hub, the Hub Services and/or these Terms for or in respect of any loss of business, profit, contract or goodwill, or indirect, special, incidental, exemplary, punitive or consequential loss.
2. SFi’s aggregate liability, whether in contract (including under any indemnity), in tort (including negligence), under statute or otherwise under or in connection with the provision or your use of the SFi Hub, the Hub Services and/or these Terms shall be limited to HKD 100.
3. User hereby indemnifies and holds harmless all SFi Indemnitees from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses arising out of or in connection with: any (i) fraud, (ii) misrepresentation, (iii) any misleading, incorrect, incomplete or illegal information, data and materials provided or uploaded by the User or Authorised User on or via the SFi Hub, or (iv) non-compliance by the User (including Authorised Users) of its obligations under these Terms.
4. Notwithstanding any contrary provisions in these Terms, SFi shall have no liability whatsoever to the User or any third party, arising from or in connection with the following:
  - any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or any other malicious, destructive or corrupting code, agent program or macros (including cybersecurity incidents, attacks by hackers, viruses, trojans, ransomware or other bad faith applications, Internet traffic con-gestion, system instability, system or equipment failure, communication equipment failure, failure of third-party services and failure of the relevant internet service providers) in relation to the SFi Hub and Hub Services;
  - reliance by any users of the SFi Hub and Hub Services or any investors or third parties on any contents of the SFi Hub and Hub Services in making any investment or funding decision, and any error or omission in the contents of the SFi Hub and Hub Services;
  - the exclusions of liability set out in these Terms; or
  - any problem, event or delay that is outside the reasonable control of SFi (including, without limitation, a Force Majeure Event).
5. For avoidance of doubt, nothing in these Terms excludes or limits either SFi’s or User’s liability for death or personal injury resulting from a SFi’s or User’s negligence, fraud or fraudulent misrepresentation or matters for which such liability cannot be excluded or limited under Relevant Laws.
Termination
1. We reserve the right to suspend or terminate any User and Authorised User’s access to and use of the SFi Hub and receipt of the Hub Services at any time and without notice in its sole discretion.
Force Majeure Event
1. SFi shall not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”).
General
1. These Terms, together with the Privacy Notice and any other legal notices published by SFi on the SFi Hub, contain the whole agreement between you and SFi relating to the matters dealt with herein.
2. If any provision (or part of any provision) of these Terms is invalid or unenforceable, the validity or enforceability of the remaining provisions (or parts thereof) shall not be affected and the other provisions (or parts thereof) shall remain in full force and effect as if the invalid or unenforceable parts had been deleted.
3. No failure or delay in exercising our rights under these Terms shall operate as a waiver nor shall such failure or delay affect our right to enforce our rights under these Terms.
4. You shall not assign, transfer, novate or otherwise dispose of any of your rights your rights or obligations under these Terms without our prior written consent. We may assign, transfer, novate or otherwise dispose of any of its rights or obligations under these Terms to any third party without the prior consent of the User, and the User shall enter into such documents as are reasonably necessary for this purpose.
5. These Terms will bind you and us, and our respective successors in title and assigns. These Terms will continue to bind you notwithstanding any change in our name or constitution or our merger with any other entity (in which case these Terms will bind you to our successor entity).
Amendments
1. We may, at any time without notice to you, make amendments to these Terms as we may at our discretion deem fit from time to time. If you do not agree to be bound by the amendments, do not use the SFi Hub and/or Hub Services. You further agree that if you continue to use and/or access the SFi Hub and/or Hub Services, such use and/or access shall indicate: (i) acknowledgement by you of these Terms and its amendments; and (ii) agreement by you to abide and be bound by these Terms and its amendments.
Governing Law and Jurisdiction
1. These Terms shall be governed by and construed in accordance with the laws of Hong Kong SAR. You hereby agree that any dispute arising out of or relating to these Terms must be determined by the courts of Hong Kong SAR, which will have exclusive jurisdiction.