API Developer Site Terms

1. ABOUT THE SITE

1.1 The Site is provided by Hang Seng Bank Limited, whose registered office is at 83 Des Voeux Road Central, Hong Kong (“Hang Seng”, and references to “we”, “us” and “our” are references to Hang Seng and/or Hang Seng Affiliates as applicable) and provides information concerning the Testing Facilities and APIs.

1.2 The main body of this document sets out the terms and conditions ("Site Terms") applicable to your use of the Site, the API Documentation and the Testing Documentation. For Interbank Account Data Sharing (“IADS”) users only, please also refer to the IADS Rules. In the event of conflict between any term in the IADS Rules and the Site Terms, the relevant term in the IADS Rules prevails.

1.3 By accessing the Site, you agree to be bound by the Site Terms (subject to Clause 1.2 above for IADS users) so please read the Site Terms carefully. The Privacy Policy and Cookie Policy explain how Hang Seng collects, uses and shares your personal information and what information Hang Seng stores on or reads from the device you use to access the Site

1.4 In order to access and use the Testing Facilities, the APIs and the Open Data, you are required to complete the applicable registration process and obtain Access Credentials. The access and use of the Testing Facilities, the APIs and the Open Data are subject to: (a) the terms and conditions set out in the Appendix (“Additional Terms”) and/or (b) your agreement to further terms or other obligations as Hang Seng may require from time to time.

1.5 If you are accessing the Site, the Testing Documentation, the API Documentation, the Testing Facilities or the APIs on behalf of a third party, you represent, warrant and undertake that you are authorised and will remain authorised to do so and that you are authorised to bind the third party to these Terms.

1.6 Hang Seng may change the content or services found on the Site, and/or these Terms, the Privacy Policy or the Cookies Policy at any time without notice. You should visit this page regularly to check for any changes, and by continuing to use the Site you are agreeing to any changes to these Terms.

1.7 By continuing use of the Site, the Testing Documentation, the API Documentation, the Testing Facilities, the APIs and/or the Open Data (as applicable) after they have been changed or replaced, you acknowledge and agree you understand the changes, modifications or replacement and have made any necessary changes to Your Systems as necessary or desirable to continue such use.

1.8 Hang Seng does not guarantee that the Site, or any content on it, will always be available or uninterrupted.

If you do not agree with the Site Terms, the Privacy Policy or the Cookies Policy, please do not use the Site.

2. ACCESS AND LICENCES

2.1 In consideration of your compliance with the Site Terms, Hang Seng grants you a non-exclusive, royalty-free, revocable, non-transferable and non-sub licensable licence to access and use certain parts of the Site, the Testing Documentation and the API Documentation and, in each case strictly in accordance with the Site Terms.

2.2 Access to certain parts of the Site, the Testing Facilities, the APIs and the Open Data may be granted at Hang Seng’s absolute discretion, subject to: (a) obtaining credentials (“Access Credentials”) following your creation of a Site Account and/or the completion of the applicable registration process; (b) your compliance with the Site Terms and the Additional Terms; (c) your satisfaction of regulatory requirements; and/or (d) your agreement to further terms or other obligations as Hang Seng may require and may be withdrawn at any time without notice or liability (to the extent permissible by Applicable Laws).

2.3 If you have obtained or have been assigned Access Credentials, you must: (a) keep your Access Credentials secure and confidential at all times; and (b) not provide your Access Credentials to any other person or otherwise permit any unauthorised access or use of the Site, the Testing Documentation, the API Documentation, the Testing Facilities, the APIs or the Open Data.

2.4 You are responsible for your access/use of the Site, the Testing Documentation, the API Documentation, the Testing Facilities, the APIs and the Open Data and for all activities that occur in relation to your Access Credentials. If you know or suspect that anyone other than you knows your Access Credentials or any details relating to your organisation that might allow your Site Account to be used by others, you must notify Hang Seng immediately.

2.5 You acknowledge and agree that you are responsible for ensuring that you have all you need to access the Testing Facilities, the Testing Documentation, the API Documentation, the APIs and the Open Data and to perform your obligations under these Terms.

2.6 Hang Seng may suspend your access to the Site, your Site Account, or terminate these Terms at any time if in Hang Seng’s sole discretion:

(a) you are in breach of any of the terms and conditions of these Terms;

(b) you or your Site Account suffer a security breach that impacts on the confidentiality or integrity of the Site; or

(c) Hang Seng have a legitimate concern about your use of the Site or your Site Account.

2.7 Your use of any third party links contained on the Site is at your own risk. Hang Seng is not responsible for the content of any other web sites or pages linked to or from the Site and have not verified the content of any such web sites, or pages

2.8 You must: (a) provide such information and assistance as Hang Seng may request from time to time; (b) comply with the Site Terms and any directions or instructions from Hang Seng issued from time to time; (c) comply with all Applicable Laws, in connection with your use of the Site, the Testing Documentation and the API Documentation. 

3. HANG SENG RIGHTS

3.1 Hang Seng may, in its discretion from time to time, carry out scheduled or unscheduled maintenance, upgrades or other servicing to the Hang Seng Systems. You acknowledge and agree that this may result in: (a) your access being suspended (whether for a fixed period or indefinitely); or (b) the availability or performance of the Site, the Testing Documentation or the API Documentation being reduced. Where practicable, Hang Seng will notify you of such events in advance.

3.2 You acknowledge and agree that Hang Seng may monitor your access to and use of the Site, the Testing Documentation and the API Documentation, and that you will not seek to block or otherwise interfere with such monitoring.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Except as expressly provided in these Terms, nothing in these Terms will operate to assign, transfer, license or otherwise grant either party any right, title or interest in or to the other party's Intellectual Property Rights (whether existing or otherwise).

4.2 The API User will immediately cease accessing and using the applicable Hang Seng developer portal, production environment, Hang Seng APIs and Open Data upon the termination or expiry of these Terms for any reason or in any case in which the API User's access to the applicable Hang Seng developer portal, production environment, Hang Seng APIs or Open Data has been suspended pursuant to these Terms or if same is required by Applicable Law or the direction or recommendation of any Regulatory Authority.

4.3 You acknowledge that Hang Seng is the owner or the licensee of all Intellectual Property Rights in all materials published on the Site (including for the avoidance of doubt any user-generated information and comments posted by third parties on the Site). All such rights are reserved.

4.4 You retain your ownership rights in content that you upload to the Site, but when you upload content to the Site, you grant us a worldwide, non-exclusive, royalty-free, transferable right to use, reproduce, distribute, prepare derivative works of and display that content for our business purposes and in connection with the Site.

5. NO WARRANTIES

5.1 To the fullest extent permitted by Applicable Laws, and unless expressly set out to the contrary in these Terms:

(a) all warranties and terms which would otherwise be implied by law, custom or usage are excluded from these Terms;

(b) access to and use of the Site, the Testing Facilities, Testing Documentation, the API Documentation, the APIs and the Open Data are made available to you on an "as is" and "as available" basis. Hang Seng may suspend your access to, suspend, withdraw, discontinue or change, all or any of the Site, your Site Account, the Testing Documentation, the API Documentation, the Testing Facilities, the APIs and the Open Data at any time without notice or liability. To the maximum extent permitted by Applicable Laws, you waive any implied or statutory warranties or undertakings that may apply to the subject matter of these Terms, including any representation, warranty or undertaking: (a) of merchantability or fitness for a particular purpose; or (b) that the Site, the Testing Documentation, the API Documentation, the Testing Facilities, the APIs and/or Open Data will be available to you on an uninterrupted or error-free basis;

(c) Hang Seng makes no representations, warranties or guarantees, whether express or implied that the Site, the Testing Documentation and the API Documentation is accurate, complete or up-to-date although Hang Seng does use reasonable care to ensure that the Site, the Testing Documentation and the API Documentation are accurate in so far as this is within Hang Seng’s control; and

(d) Hang Seng does not guarantee that the Site will be secure or free from bugs or viruses, you are responsible for configuring and securing your own information technology, computer programmes, platforms and equipment and should use your own virus protection software. 

6. LIABILITY AND INDEMNITIES

6.1 Nothing in these Terms excludes or limits Hang Seng’s liability for death or personal injury arising from Hang Seng’s negligence, or Hang Seng’s fraud or fraudulent misrepresentation, or any other liability to the extent that it cannot be excluded or limited by law.

6.2 To the full extent permitted by law, in no event will Hang Seng, any Hang Seng Affiliate, or any third party API providers be liable to you for any loss or damage (whether direct or indirect), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(a) your use, or inability to use the Site, your Site Account, the Testing Facilities, the Testing Documentation, the API Documentation, the APIs or the Open Data;

(b) your use of or reliance on any content accessed through the Site or the APIs (including the Open Data); or

(c) the secure storage of any data that you may load to the sandbox during use of the Testing Facility. All data loaded to the sandbox should be test data, unrepresentative of any live data associated with any transactional relationship with Hang Seng.

6.3 Notwithstanding the remainder of this clause 6, the total aggregate liability of Hang Seng and all Hang Seng Affiliates, whether in contract, tort (including negligence and breach of statutory duty, howsoever arising), misrepresentation (whether negligent or innocent), restitution or otherwise, arising under or in connection with these Terms shall be limited to HKD100 in aggregate.

6.4 You will indemnify Hang Seng and each of the Hang Seng Indemnitees from and against any and all Losses arising from or relating to: (a) your breach of these Terms; and/or (b) any claim by any third party against Hang Seng or any of the Hang Seng Indemnitees arising from your access to or use of the Site, your Site Account, the Testing Facilities, the Testing Documentation, the API Documentation, the APIs or the Open Data.

7. GENERAL

7.1 Relationship: Nothing in, and no action taken under, these Terms creates a relationship of principal and agent between you and Hang Seng or any other Hang Seng Affiliate, or otherwise authorises you to bind Hang Seng or any other Hang Seng Affiliate.

7.2 Third Party Rights: A person who is not party to these Terms of Use may not enforce any term of these Terms under the Contracts (Rights of Third Parties) Ordinance (Cap. 623).

7.3 Assignment: you may not assign, transfer or permit the exercise by any other party of your rights under these Terms. Hang Seng may subcontract, assign or novate these Terms or any of Hang Seng’s rights to any Hang Seng Affiliate or third party.

7.4 Entire Agreement: These Terms, together with the documents referred to in it, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement between the parties in relation to such matters.

7.5 Governing Law and Jurisdiction: The Terms are governed by and interpreted in accordance with the laws of Hong Kong and the courts of the above jurisdiction will have exclusive jurisdiction in respect of any dispute, which may arise.

8. DEFINITIONS AND INTERPRETATION

8.1 In these Terms:

“Access Credentials” has the meaning given in clause 2.2;

“Additional Terms” has the meaning given in clause 1.4;

“APIs” means the API provided by Hang Seng and made available on the Site;

“API Documentation” means any information, guidance, specifications or other documentation and information provided via the Site or otherwise to you about the APIs, the Site or the Testing Facilities;

“API Standards and Guidelines” means the standards and guidelines concerning the APIs and the Open Data which are from time to time: (a) published or notified by Hang Seng; (b) issued or approved by any Hong Kong Regulatory Authority; and/or (c) issued by the Hong Kong Association of Banks and which are, in each case, applicable to these Terms;

“API Terms” means any terms and conditions that apply to your use of any API, or to the integration of any API with a system or service;

“API Testing” means your (or a Developer acting on your behalf) testing of any application developed or used by you, or developed on your behalf, for the purposes of enabling your access to, benefit from, reliance on and/or interaction or integration with the APIs;

"Applicable Laws" means all (i) laws and regulations; and (ii) guidelines, directions, circulars, permissions, recommendations and expectations of regulatory authorities, applicable to a party or to rights or obligations under these Terms;

"Hang Seng Affiliate" means HSBC Holdings plc and any legal entity from time to time (1) in which HSBC Holdings plc (or one or more of its subsidiary companies, or subsequent holding or subsidiary companies of such entity) owns at least fifty per cent (50%) or more of the voting shares or (2) in which HSBC Holdings plc or any of HSBC Holdings plc’s intermediate holding or subsidiary companies has a Controlling Interest, or (3) over which HSBC Holdings plc (or one of its subsidiary companies, or a subsequent holding or subsidiary company of such entity) either directly or indirectly exercises management control, even though it may own less than fifty per cent (50%) of the shares and is prevented from owning a greater shareholding, or (4) those legal entities notified by Hang Seng from time to time;

"Hang Seng Indemnitee" means Hang Seng, any Hang Seng Affiliate, together with any director, officer, employee, agent, representative of any of the foregoing, and including the successors and assigns of each of the foregoing;

“Hang Seng Systems” means the hardware, software, networks and systems used by or on behalf of Hang Seng in connection with the provision of the Site, the Testing Facilities, the Testing Documentation, the API Documentation, the APIs and the Open Data;

“IADS” means the interbank account data sharing initiative implemented by the Hong Kong Monetary Authority;

“IADS Rules” means the IADS rules published by the Hong Kong Monetary Authority (which may be amended and/or supplemented from time to time) and which serves as the implementation protocol for the participants of the IADS initiative;

“Intellectual Property Rights” means any right, title or interest in: copyrights, rights in databases, patents, inventions, patents, trademarks, trade names, goodwill, rights in internet domain names and website addresses, designs, know how, trade secrets and other rights in confidential information, whether registered, unregistered or not capable of being registered in any country or jurisdiction including all other rights having equivalent or similar affects which may now or in the future subsist anywhere in the world;

"Losses" means all losses, liabilities, damages, costs, claims and expenses (whether direct or indirect or consequential) and including legal fees on a full indemnity basis and other professional advisers’ fees, and disbursements and costs and expenses of investigation, litigation, settlement, judgment, interest, fines, penalties, remedial actions and compensation orders;

“Open Data” means the specific "read only" information about Hang Seng's products and services made available by Hang Seng to you through the APIs as part of the Phase I Open API Programme from time to time;

“Personal Data” has the meaning defined in the Personal Data (Privacy) Ordinance and includes 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;

"Phase I Open API Programme" means, from time to time, Hang Seng’s programme to make the APIs and Open Data available for use by third parties in connection with Phase I of the Hong Kong Monetary Authority's Open API Framework, as may be further specified by Hang Seng in the API Standards and Guidelines or otherwise;

“Regulatory Authority” means all governmental, statutory or regulatory bodies and any other competent authorities or entities in any jurisdiction having responsibility for the regulation or governance of any Hang Seng Affiliate, you, or the activities contemplated by these Terms (or persons or entities appointed by or on the direction of such authorities and/or bodies and/or entities) and "Regulatory Authority" means any of them;

“Site” means develop.hangseng.com;

“Site Account” means any user account created on the Site;

“Site Terms” has the meaning given in clause 1.2;

“Terms” means the Site Terms and the Additional Terms;

“Testing Documentation” means any information, guidance, specifications or other documentation and information provided via the Site about the Testing Facilities;

“Testing Facilities” means one or more testing environments, activities, or sandboxes that we provide or makes available to you on the Site to: (i) access the API Documentation; and/or (ii) enable you to carry out API Testing;

“Ultimate Beneficial Owner” means any natural person(s) who directly or indirectly own(s) or control(s) 25% or more of the shares of a company and/or any natural person(s) who exercise(s) a Controlling Interest in that company;

“You” or “you” means the person accessing the Site or using the APIs or the Open Data available via the Site;

“Your Business” means the specific products and services to be provided by you using the Open Data (and your related business functions), as specified in your application for registration for the Site; and

“Your Systems” means the hardware, software, networks and systems used by you to integrate with or otherwise access the APIs and/or process, hold or store Open Data, together with any other systems operated by or on your behalf in connection with Your Business.

8.2 The interpretation and construction of these Terms will be subject to the following rules, except where the context makes it clear that a rule is not intended to apply:

(a) reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement (including these Terms), or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated from time to time;

(iii) a party to these Terms or to any other document or agreement includes a permitted substitute or a permitted assign of that party;

(iv) a clause is to the relevant clause of these Terms, and a schedule is a schedule to these Terms (unless the context otherwise requires); and

(v) a person or entity includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;

(b) a singular word includes the plural, and vice versa;

(c) general words are not to be given a restrictive meaning because they are followed by particular examples, and any words introduced by the terms "including", "include", "in particular" or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms;

(d) the words “holding company” and “subsidiary” have the meanings set out in sections 13 and 15 of the Companies Ordinance (Cap.622 of the laws of Hong Kong) and “management control” will be demonstrated by the ability to exercise significant influence over an entity or its management;

(e) the headings in these Terms are for reference purposes only and will not affect the interpretation or construction of these Terms;

(f) where Hang Seng has any obligation under these Terms, performance of that obligations (in whole or in part) by any other Hang Seng Affiliate will be deemed (to the same extent) to be performance by Hang Seng; and

(g) the word "or" will not be exclusive.

APPENDIX

Additional Terms for Phase I Open API Programme

1. INTRODUCTION

1.1 The terms and conditions in this Appendix are Additional Terms applicable to the use by you or your company, partnership, association or other organisation of the Testing Facilities, the APIs and the Open Data made available by Hang Seng as part of the Phase I Open API Programme.

1.2 The API Standards and Guidelines will form part of and are hereby incorporated into these Additional Terms. To the extent of any conflict between these Terms and the API Standards and Guidelines, these Terms will prevail to the extent of the conflict.

1.3 You must not apply for access to the Testing Facilities, the APIs or the Open Data or seek to obtain Access Credentials for yourself or on behalf of any company, partnership, association or other organisation if: (a) your application or your organisation's (or any related organisation's) application has previously been rejected; or (b) access to the Testing Facilities, the APIs or the Open Data by you or your organisation (or any related organisation) has previously been suspended or terminated, without first obtaining Hang Seng's prior written permission. Hang Seng may, in granting such permission, require adequate evidence or assurances meeting Hang Seng's reasons for having rejected any previous application or for suspending or terminating access previously granted.

1.4 By accessing or using the Testing Facilities, the APIs or the Open Data, you agree to be bound by these Additional Terms so please read these Additional Terms carefully. If you do not agree with these Additional Terms, please do not access or use the Site, the Testing Facilities, the APIs or the Open Data.

2. LICENCE AND RESTRICTIONS

2.1 Hang Seng grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to: (a) access and use the Testing Facilities; and (b) integrate the specific APIs made available to you with Your Systems and use, reproduce, store, electronically distribute and display the Open Data, in each case, solely for the purpose of conducting Your Business and subject to and in accordance with these Terms.

2.2 You may make a reasonable number of copies of the Open Data as is necessary for the purposes of conducting Your Business in accordance with these Terms.

2.3 You will immediately cease accessing the Testing Facilities, the APIs and using the Open Data upon the termination or expiry of these Terms for any reason or where your access to the Testing Facilities, the APIs or Open Data has been suspended pursuant to these Terms or if the same is required by Applicable Laws or the direction or recommendation of any Regulatory Authority.

3. YOUR OBLIGATIONS

3.1 You will:

(a) comply with these Terms, including the requirements of the API Standards and Guidelines, as may be amended or replaced from time to time;

(b) only use the Access Credentials assigned to you for Your Business contemplated by these Terms and not disclose, lend or transfer your Access Credentials to any other person;

(c) be solely responsible for ensuring that: (i) you have the necessary hardware, software, networks, facilities, resources and expertise to access and use the Testing Facilities, the APIs and the Open Data in accordance with these Terms; and (ii) Your Systems are developed, configured, implemented and supported as required under the API Standards and Guidelines;

(d) request Open Data through the APIs only in the data format specified in the API Standards and Guidelines;

(e) comply with any limitations on the use of the Testing Facilities and the APIs specified in the API Standards and Guidelines;

(f) comply with all Applicable Laws in respect of your use of the Testing Facilities, the APIs and the Open Data and in respect of the establishment and conduct of Your Business;

(g) maintain (and procure that any sub-contractors maintain) accurate records relating to the performance of its obligations under these Terms, including information detailing your access to and processing of the Open Data, as reasonably required to substantiate compliance with these Terms; and

(h) provide such information and assistance as Hang Seng may request from time to time in order for Hang Seng to: (i) assess the extent to which any information published or displayed by you relating to Hang Seng’s products or services or the terms and conditions upon which they are available is accurate, up-to-date and complete; (ii) comply with Applicable Laws and/or (iii) meet the requests or demands of any Regulatory Authority

4. HANG SENG'S RIGHTS AND OBLIGATIONS

4.1 Hang Seng will operate and maintain the Testing Facilities and the APIs using reasonable care and skill and in accordance with Applicable Laws.

4.2 Hang Seng may make your access to the Testing Facilities, the APIs or to the Open Data (in each case, in whole or in part) conditional upon the completion of any testing or other validation of Your Systems to Hang Seng’s reasonable satisfaction (whether in a test, sandbox or production environment), including the successful completion of any Information Security Testing in accordance with clause 5 of this Appendix.

4.3 Hang Seng may, in its reasonable discretion from time to time, suspend or limit your access to the Testing Facilities and any or all of the APIs, including in the circumstances referred to in clause 5 of this Appendix and in circumstances in which:

(a) Hang Seng reasonably suspects that you may have breached these Terms or Applicable Laws;

(b) your access to the Testing Facilities or the APIs is disrupting or placing excessive demands on the Hang Seng Systems (or is reasonably likely to do so);

(c) Hang Seng detects any suspicious or abnormal activity in respect of your access to the Testing Facilities or the APIs or any attempt to make unauthorized access to the APIs or the Hang Seng Systems through your Access Credentials; or

(d) your access to the Testing Facilities or the APIs raises a conflict of interest or Hang Seng’s image or reputation is or would likely be adversely affected by such access.

4.4 Subject to Applicable Laws, Hang Seng will endeavour to provide you with as much notice of any such suspension as is practicable under the circumstances

4.5 Hang Seng may, in its discretion from time to time and with or without notice: (i) change, modify or replace any or all of the Testing Facilities or the APIs; and/or (ii) change, modify or replace any or all of the Testing Facilities or the specific APIs that you are permitted to access. Where practicable, Hang Seng will post information about such changes, modifications or replacements on the Site. You are responsible for using only the current APIs available to you and ensuring that Your Systems remain compatible with the current APIs, including in respect to technical specifications, the content and format of Open Data made available and other specifications for the APIs. By continuing use of any APIs after they have been changed or replaced, you acknowledge and agree that you understand the changes, modifications or replacement and have made any necessary changes to Your Systems necessary or desirable in order to continue to make use of the Testing Facilities, the APIs and Open Data for the purpose and in the manner contemplated by these Terms.

4.6 Hang Seng may, in its discretion from time to time, carry out scheduled or unscheduled maintenance, upgrades or other servicing to the Hang Seng Systems. You acknowledge and agree that such activities may result in: (a) your access to the Testing Facilities or the APIs being suspended (whether for a fixed period or indefinitely); or (b) the availability or performance of the Testing Facilities, the APIs or the Open Data being reduced. Where practicable, Hang Seng will send a notification of such events to you via email, by posting a notification of such events on the Site or otherwise.

4.7 You acknowledge and agree that Hang Seng has the right (but no obligation) to monitor your access to and use of the Testing Facilities, the APIs or the Open Data, and you undertake that you will not seek to block or otherwise interfere with any such monitoring.

5. INFORMATION SECURITY

5.1 You will be solely responsible for the operation and security of Your Systems, including by:

(a) implementing and maintaining appropriate information security measures in accordance with best industry practice and as may be specified in the API Standards and Guidelines;

(b) ensuring that your do not introduce or allow any person acting on your behalf to introduce or transmit any computer virus, worm, trojan horse, spyware or other harmful or malicious code that may be used to access, modify, delete or damage any Open Data or otherwise adversely affect the operation of the Hang Seng Systems, Your Systems or any other computer software, hardware or system;

(c) taking any and all action reasonably necessary to prevent Your Systems from being used in connection with any denial of service (DOS) or distributed denial of service (DDOS) attack or similar; and

(d) promptly providing such information and assistance as Hang Seng may reasonably require in support of Hang Seng's investigation, containment or remediation of Hang Seng Systems following any incident of a nature referred to in sub-clauses 5.1(b) and 5.1(c) of this Appendix.

5.2 You will immediately notify Hang Seng of any actual or suspected intrusions into the Hang Seng System through Your Systems or of any actual or suspected disclosure, loss or unauthorised use of or access to Open Data or to your Access Credentials.

6. DATA PROTECTION

6.1 Each party undertakes to comply with all Applicable Laws relating to Personal Data in connection with the collection, processing and transfer of Personal Data under or in connection with these Terms.

6.2 You undertake to make it explicit to your customers that the collection of Personal Data by you is neither carried out by Hang Seng nor directly related to Hang Seng’s business.

6.3 You agree that Hang Seng and the other Hang Seng Affiliates may use any Personal Data provided by you or on your behalf in connection with these Terms for the purpose of: (i) administering your access to or use of certain parts of the Site, the Testing Facilities, the Testing Documentation, the API Documentation the APIs or the Open Data; (ii) providing, maintaining or operating the Site, the Testing Facilities, the Testing Documentation, the API Documentation the APIs or the Open Data; (iii) processing, handling or communicating with you in respect of any enquiry, complaint or service support request relating to the Site, the Testing Facilities, the Testing Documentation, the API Documentation the APIs or the Open Data; (iv) preventing, detecting or investigating fraud or other illegal activities; and (v) communicating marketing materials in respect of Hang Seng Affiliate products and services to be used by Your Business (the "Permitted Purposes"). You must ensure that every other individual whose Personal Data you (or anyone else on your behalf) provide to Hang Seng or any other Hang Seng Affiliate in connection with these Terms has been notified of, and has agreed to, the processing, disclosure and transfer of their information for the Permitted Purposes.

6.4 You may request access to, and correction of, your Personal Data by contacting us using the contact details set out in our Privacy Policy

6.5 You must at the same time advise individuals that they have the same rights of access to, and correction of, their Personal Data and provide them with the contact details referred to in clause 6.4 for this purpose.

7. DEALINGS WITH CUSTOMERS

7.1 With respect to any complaints received by Hang Seng in relation to Your Business, you will promptly provide such assistance to Hang Seng and/or the person making the complaint and take such action as Hang Seng may instruct in accordance with the timeframes specified by Hang Seng.

7.2 Without limiting clause 7.1 of these Terms, you acknowledge and agree that these Terms do not authorize you to act as Hang Seng’s agent for any purpose in respect of Hang Seng’s dealings with customers or other persons. You undertake to not imply any endorsement, sponsorship, affiliation or other business relationship between Hang Seng and you apart from the business relationship expressly contemplated by these Terms or otherwise agreed by the parties in writing.

8. INTELLECTUAL PROPERTY

8.1 Without limiting the generality of clause 4.1 of these Terms, you acknowledge and agree that, except to the extent expressly provided otherwise in these Terms, all right, title and interest in or to the Intellectual Property Rights (whether existing or otherwise) relating to the Open Data and any other content made available through the Site shall remain vested in Hang Seng or other Hang Seng Affiliates, as the case may be.

8.2 Hang Seng or Hang Seng Affiliates are the owner or licensee of all Intellectual Property Rights subsisting in the Site, the Testing Facilities, the APIs and the Open Data. All rights in and to the Site, the Testing Facilities, the APIs and the Open Data are reserved.

9. WARRANTIES AND DISCLAIMER

9.1 Each party warrants, represents and undertakes to the other that:

(a) it has full capacity and authority to enter into and to perform its obligations under these Terms;

(b) these Terms have been agreed by a duly authorised representative of that party; and

(c) once agreed, these Terms will constitute its valid and binding legal obligations.

9.2 You warrant, represent and undertake to Hang Seng that:

(a) you will not (and will not attempt to)::

(i) access or use the Site, the Testing Facilities, the APIs or the Hang Seng Systems in an unauthorized manner;

(ii) modify, decompile or reverse engineer any of the APIs, any content made available the Site or the Hang Seng Systems;

(iii) use the Testing Facilities, the APIs or the Open Data for any purpose other than as specifically provided for under these Terms;

(iv) without limiting the generality of sub-clause 9.2(a)(iii) of this Appendix, aggregate, anonymise, pseudonymise, commingle, combine, translate, reformat or otherwise use or process Open Data in any manner other than expressly provided for in these Terms;

(v) remove any copyright notice or other source identifier from the Open Data;

(vi) use the Testing Facilities, the APIs or Open Data in any manner which is not compliant with Applicable Laws; or

(vii) use any means other than the APIs to retrieve, access or obtain data relating to Hang Seng’s products and services, including robots and spyders;

(b) you will only use the Testing Facilities, the APIs and the Open Data in connection with the products and services specifically forming part of Your Business;

(c) your will make clear the associated risk and liability of its products and services to your customers and make clear that Hang Seng is not the provider of these products and services and that you are not acting as Hang Seng’s agent in providing such product and services or otherwise;

(d) you will only provide products and services for which you are properly licensed and in relation to which it otherwise meets and continues to meet all requirements under Applicable Laws in relation to the distribution and sale of its products and services;

(e) you will not misrepresent or mischaracterise Hang Seng’s products or services in any way, publish or display inaccurate, outdated or incomplete information relating to Hang Seng’s products or services or the terms and conditions upon which they are available (and will immediately correct such information upon learning that it is inaccurate, outdated or incomplete) or disparage Hang Seng or its products or services;

(f) all information provided by you in connection with your application to access the Testing Facilities and the APIs and subsequently in respect of Hang Seng’s administration of the Testing Facilities, the APIs and Open Data is and will remain complete, accurate and truthful; and

(g) you have assessed and confirmed to your own satisfaction the suitability of the APIs and the Open Data for your purposes.

9.3 You acknowledge and agree that Hang Seng is making available the Testing Facilities, the APIs and the Open Data for information purposes only and that the provision of same does not constitute an offer by Hang Seng to any person to provide any product or service described in or referred to in the Open Data.

10. AUDIT AND REGULATORY REQUIREMENTS

You acknowledge that Hang Seng and the other Hang Seng Affiliates are subject to certain regulatory requirements of the Regulatory Authorities. You shall, upon written request and reasonable prior notice, provide to or procure for Hang Seng, other Hang Seng Affiliates (including internal or external auditors of Hang Seng or other Hang Seng Affiliates) and/or the Regulatory Authorities copies of your records and all information related to the transactions contemplated under these Terms as are required to enable Hang Seng and/or other Hang Seng Affiliates to comply with Applicable Laws and regulations or any requests from the Regulatory Authority.

11. ANTI-BRIBERY AND CORRUPTION AND SANCTIONS COMPLIANCE

11.1 In connection with the provision of services and/or other activities to be carried out under these Terms, you will comply with, and will ensure that its officers, directors, employees and any third parties engaged by or instructed to act for or on Hang Seng’s behalf (the “Relevant Persons”) are aware of and comply with all anti-bribery and corruption laws applicable to these Terms (“ABC Laws”).

11.2 You undertake that the Relevant Persons will not take any actions or make any omissions that would cause Hang Seng, any Hang Seng Affiliate or you to be in violation of any applicable ABC Laws.

11.3 You undertake that the Relevant Persons will not, directly or indirectly, offer, pay, promise to pay or authorise any bribe, other undue financial or other advantage or make any facilitation payment to, or receive any bribe or other undue financial or other advantage from, a public official or a private party in connection with these Terms or any transactions undertaken for or on behalf of Hang Seng or any Hang Seng Affiliate.

11.4 You warrant and represent that neither you nor, to your knowledge, any Relevant Persons or your Ultimate Beneficial Owners are the target of economic or financial sanctions measures imposed by the United Nations, the European Union, the United Kingdom, the United States or any relevant and applicable jurisdiction (“Restricted Persons”).

11.5 You undertake that you will not deal directly or indirectly with Restricted Persons in connection with its dealings with Hang Seng or in relation to these Terms.

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