Terms of Service.

01Acceptance

These Terms of Service (“Terms”) form a binding agreement between you and Netser Holdings Limited (“Netser,” “we”) governing your use of Netser’s websites, client portal, and direct services (collectively, the “Services”). By accessing or using any of the Services you accept these Terms. If you do not accept them, do not use the Services.

Where you act on behalf of an organization, you represent that you are authorized to bind that organization, and references to “you” include both you personally and the organization.

02Services

Netser provides infrastructure, advisory, and capital services to institutional clients. Specific deliverables, service levels, and commercial terms are governed by the engagement document (Master Services Agreement, Order Form, or Statement of Work) executed between you and the relevant Netser entity. In case of conflict between these Terms and an engagement document, the engagement document prevails.

03Account & Eligibility

Access to the client portal is restricted to authorized users of an active engaged client. You are responsible for maintaining the confidentiality of credentials, for activity carried out under your account, and for promptly notifying us of any suspected compromise.

You must be at least 18 years of age and capable of forming a binding contract under the laws applicable to you. We may decline to register, suspend, or terminate any account at our discretion where required by law or where the security of the Services demands.

04Acceptable Use

You will not, and will not permit any third party to:

• use the Services in violation of applicable law, sanctions regimes, or export controls;
• circumvent or attempt to circumvent any security mechanism, access control, or rate limit;
• upload, store, or transmit content that infringes intellectual-property rights, contains malware, or violates the privacy of others;
• interfere with the operation of the Services or the experience of other users;
• resell, sublicense, or use the Services to provide services to third parties without our written consent;
• engage in benchmarking or competitive analysis except where expressly permitted in writing.

05Fees & Payment

Where Services are provided for a fee, the amounts, billing frequency, and payment terms are set out in your engagement document. Unless otherwise stated, fees are non-refundable, exclusive of taxes, and payable in the currency of the engagement document. Late amounts may bear interest at the lesser of 1.5% per month and the maximum rate permitted by law.

06Intellectual Property

The Services, our websites, and all materials we make available, including software, documentation, branding, and UI — together with all related intellectual-property rights — remain our property or that of our licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable license to use the Services solely for your own internal business purposes during the term of your engagement.

You retain ownership of the data you submit to the Services. You grant us a limited license to host, process, and transmit your data only as necessary to provide the Services.

07Confidentiality

Each party will protect the other’s confidential information with no less care than it uses to protect its own confidential information of similar sensitivity, and will not disclose it except as necessary to perform under these Terms or as required by law.

08Disclaimers & Liability

The Services are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue. Our total aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable to us by you under the relevant engagement document during the twelve months preceding the event giving rise to liability.

09Indemnification

You will defend, indemnify, and hold us harmless from any third-party claim arising from your use of the Services in breach of these Terms or in violation of applicable law, except to the extent caused by our gross negligence or wilful misconduct.

10Term & Termination

These Terms remain in effect while you have an active engagement, account, or other relationship with us. Either party may terminate for material breach if the breach remains uncured 30 days after written notice. Upon termination: (a) your right to use the Services ceases; (b) any amounts owed become immediately due; (c) provisions intended to survive (including IP, liability, and governing law) will survive.

11Governing Law

These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, including breach, termination, or validity, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules in force at the time of submission. The seat of arbitration will be Hong Kong, the language English, and the tribunal composed of one arbitrator (or three for disputes exceeding USD 5 million).

Notwithstanding the foregoing, either party may seek interim or injunctive relief from any court of competent jurisdiction to protect its intellectual-property rights or confidential information.

13Modifications

We may modify these Terms from time to time. Material changes will be posted with an updated effective date and, for clients with active engagements, communicated through the client portal or by direct notice. Continued use of the Services after the effective date constitutes acceptance of the modified Terms.

14General Provisions

These Terms (together with any engagement document) constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements. If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce any right is not a waiver. Neither party may assign these Terms without the other’s consent, except that we may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets.

Notices to Netser must be sent to [email protected] with a copy to our registered address: One Exchange Square, 8 Connaught Place, Central, Hong Kong SAR.