Terms of Services (僅限英文版 English Version Only)

(Effective on 10 December 2020)
Introduction
Welcome to Social Enterprise Research Academy’s (SERA) Terms of Service!
 
Thank you for participating in the SERA Fellowship Qualification Assessment Scheme or Social Caring Pledge Awards Scheme (“Products and Schemes”)!
These Terms of Service (“Terms”) govern your access to and use of the Social Enterprise Research Academy website, products and services, including, but not limited to participation in any of the Social Caring Pledge Awards Scheme through submission of a single or multiple award entries (“Entry”). Please read these Terms carefully, and contact us if you have any questions. By submission of an award entry, or otherwise participating in our Products and Schemes, you agree to be bound by these Terms, our Award Scheme Rules, and by our Privacy Policy.
 
1. Participation in SERA Products and Schemes
You may use our Products and Schemes only if you can form a binding contract with Social Enterprise Research Academy, and only in compliance with these Terms and all applicable laws. If you submit an award entry or otherwise take part in our Products and Schemes on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. 
 
2. Security
We care about the security of our scheme participants. While we work to protect the security of our site, including the content of your award entries and other submitted information, Social Enterprise Research Academy cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.
 
3. Third-Party Links, Sites, and Services
Our Products and Schemes may contain links to third-party websites, services, or other events or activities that are not owned or controlled by Social Enterprise Research Academy. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Social Enterprise Research Academy, you do so at your own risk and you agree that Social Enterprise Research Academy will have no liability arising from your use of or access to any third-party website, service, or content.
 
4. Indemnity
Participating in our Products and Schemes, involves submission of a single or multiple award entries by you in award categories chosen at your discretion or nomination of Fellowship Qualification Assessment Scheme. Social Enterprise Research Academy and its judges do not independently verify the information contained in your award entry and are relying on you to provide accurate and truthful information in your award entry. Your use of our Products and Schemes, including in case of selection of your award entry as a “winner” or “Fellows” is in no way an evaluation, guarantee, warranty, sponsorship, or endorsement of any kind by Social Enterprise Research Academy, its owners, employees, or agents of your products and services, or of your Organization, its executives, departments, or any of its business practices, or other characteristics. As such, in no way does Social Enterprise Research Academy assume any responsibility for the quality, condition, efficacy, suitability, safety, fitness, legality (including applicable patent, trademark, copyright, and trade secret laws), or reliability of any product or service produced, manufactured, distributed, sold, offered, rendered or otherwise made available by you. Nor does Social Enterprise Research Academy assume any responsibility for the workplace conditions, personnel, business practices, or other characteristics of your Organization. If you use our Products and Schemes, you agree to indemnify and hold harmless Social Enterprise Research Academy and its owners, officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties on any basis whatsoever), in any way related to (a) your access to or use of our Products and Schemes, (b) reliance by any third party on our Product and Schemes as a full or partial basis for conducting business with you, including by purchasing or using your products or services, or (c) your breach of any of these Terms.
 
5.  Making an Entry
5.1  Entries must be made following the process and rules set out on the Awards Page and Fellowship Page.
5.2  We will not accept responsibility for Entries that are lost, mislaid, damaged or delayed in transit, regardless of cause, including, for example, as a result of any postal failure, equipment failure, technical malfunction, systems, satellite, network, server, computer hardware or software failure of any kind. For the avoidance of doubt, proof of posting or transmission of a lost or delayed Entry for the Schemes will not be accepted as a valid or alternative Entry.
5.3  Our acceptance of your Entry will take place when we accept your Entry booking in writing or through our official web-site, at which point a contract will come into effect between you and us.
5.4  When we accept your Entry, it shall be incorporated into, and subject to the terms and conditions set out in this Agreement. This Agreement shall take precedence over your Entry except to the extent that we agree that your Entry expressly overrides this Agreement in writing with specific reference to this clause 5.4 of this Agreement.
5.5  Acceptance of your Entry shall not (unless it is expressly stated otherwise) prejudice any rights, obligations and/or remedies both you and us may have and which have accrued independently under this Agreement.
 
6.  Eligibility & Judging
6.1 The Awards and Fellowship Nomination is open to entrants fulfilling the Entry Criteria set out on the Awards Page and Fellowship Page.
6.2 Upon your completion of the nomination form, a region-wide fixed Assessment Fee will be charged for further process.
6.3  Selected candidates must share the Administrative Fee on Awards Pre-acceptance Form after passing the final review of judges.
6.4  The Assessment Fee will be waived to every successful nomination.
6.5  Any material supplied in support of an entry must be your original work. We will not accept an Entry that contains work which does not belong to you, has been plagiarised, includes intellectual property belonging to another person or has had a complaint of any nature upheld against it, or where we suspect that the Entry may fall within the foregoing categories.
6.6  The Entries will be judged by a panel of selected judges. 
6.7  We will consider your Entry on its merits and solely on the basis of the information you provided in your Entry and the Site Audit Interview or the Online Conference. The decision of the panel of judges will be final and we will not enter into any correspondence or discussion with any entrants nor will we accept any submissions, representations or appeals with regard to such decision. We reserve the right not to make any particular award in any given category.
6.8  Your Entry and any supporting documentation will not be considered confidential information unless clearly identified as ‘Confidential’ and you agree that we and/or our Group Companies can use the information (or parts of the information) contained in the Entry submitted for publicity purposes in or any media and for the purposes of promoting the Schemes.
 
7.  Attending the Grand Fellowship Qualification and Honorary Award Presentation Ceremony
7.1  If you simply wish to attend the Ceremony or, as an organisation making an Entry would like to bring Attendees, then you will need to make a separate attendance booking.
7.2  In order to make a booking for attendance at the Ceremony, you need to make your reservation by the “Award Pre-Acceptance Form” email to SERA Executive Office. Once you submit your booking, we will try to process your booking as soon as possible. Your booking is not confirmed until you receive an email confirmation from us which sets out joining instructions and other useful information. If you do not receive our email confirmation within 7 business days after submitting your booking, please contact us at the address set out on the Awards Page or Fellowship Page as soon as possible before the Ceremony. It is your responsibility to update us of any changes to your contact details so that we are able to contact you.
7.3  Unless otherwise agreed by us in advance and in writing, all Attendees must be at least 12 years of age on the date of the Awards Ceremony. 
7.4  We are not responsible for any offence caused by the presenter or any acts or other entertainment in the awards ceremony.
7.5  Attendees are required to make their own arrangements for transport to the Venue. We are not responsible for any inability to attend owing to failure of transport.
7.6  An Attendee who arrives late may not be allowed to enter the Venue until there is a suitable break in the Ceremony, or until suitable door arrangements have been made.
 
8.  Venue & Special Requirements
8.1  Attendees must comply with the rules and regulations governing the Venue including dress codes and rules of entry. If an Attendee brings any property to the Venue, he/ she/she does so at his/ her own risk. We are not responsible for any loss and/or damage to such property. If an Attendee is using car parking facilities at the Venue, he/ she does so entirely at his/ her own risk. We do not accept any responsibility for any loss and/or damage resulting from his/ her use of such car parking facilities. Car parking spaces are not guaranteed.
8.2  We reserve the right to refuse admission to any person whom we consider in our absolute discretion to be unsuitable for admission to the Awards Ceremony or to remove such person after the start of the Awards Ceremony. In such circumstances, there will be no refund of the Attendance Fee.
8.3  If there are any specific requirements due to a disability, food allergies or for any other reason (a “Special Requirement”), please email us at the address set out on the Awards Page or Fellowship Page as soon as possible and, in any event, no less than 7 days before the Awards Ceremony. Where you inform us of a Special Requirement less than 7 days before the Awards Ceremony you understand it may not be possible to accommodate that Special Requirement, or its accommodation may result in an additional charge.
8.4  If you are hosting other guests, you are responsible for informing us of any Special Requirements for any of your guests, as per clause 8.3.
 
9.  Data Protection
9.1  To the extent that you provide us with Personal Data under this Agreement, Our Privacy Notice (as set out on our website) shall apply to the provision of such Personal Data to us.
 
10.  Cancellations, Withdrawal & Change of Venue
10.1  We reserve the right to cancel, postpone or move the Ceremony to another Venue or to change any other aspect of the Ceremony at our discretion for any reason whatsoever. However, we will notify you promptly if the change relates to a change of Venue or material change in timing. For the avoidance of doubt, such a change shall not entitle you to terminate this Agreement.
10.2  We reserve the right to change the Ceremony presenter or any other performers and do not guarantee the attendance of any particular guest.
10.3  Any discounts or offers advertised for a particular event (such as “Early Bird” offers) may be time limited and/or subject to availability and will be subject to additional terms and conditions.
10.4  Where we postpone an Ceremony we will refund any Attendance Fees paid, and we will use reasonable endeavours to notify you of such cancellation. Fees. will be reserved for the rescheduled ceremony.
10.5  If you wish to withdraw your entry, you must email us at the address set out on the Awards Page or Fellowship Page. Where you withdraw your entry, there will be no refund on the Fees.
10.6  If you wish to cancel your attendance at the Ceremony you must email us at the address set out on the Awards Page or Fellowship Page as soon as possible. There will be no refund on the Fees.
10.7  If you cancel a booking or withdraw your Entry and there are outstanding payments you may be liable for payment of the Fees.
10.8  If you (or if any of the Attendees you booked) cannot attend the Ceremony we may allow a substitute Attendee at our discretion, and provided the request is made no later than 72 hours prior to the Ceremony. Any such request must be made by email to the address set out on the Awards Page or Fellowship Page and should include the name of the Attendee who will not be attending and the full name of the substitute, including their job title and contact details. If the substitute delegate has differing requirements (e.g. dietary) from the original, we may not be able to accommodate these if the request is received later than this. We may reject any unsuitable delegate at our absolute discretion. The substitute Attendee must be from the same organisation as the original Attendee who could not attend.
10.9  You agree that, notwithstanding clause 10.4, we will have no liability under this Agreement, in any way whatsoever and howsoever (whether in contract, tort, or otherwise) arising out of or in connection with respect of any cancellation or postponement of the Awards Ceremony or the moving of the Awards Ceremony to a new Venue, including but not limited to travel and accommodation costs.
 
11.  Fees & Payment
11.1  We shall raise invoices for the Fees and payment is due on the date of that invoice. In any event, payment of the invoice must be made before the Ceremony, otherwise we reserve the right to refuse entry (which shall not relieve you of the debt).
11.2  Payment of any bank transfer charges are your responsibility.
11.3  All sums payable by you under this Agreement are subject to any applicable tax, levy or similar governmental charge, including value added or sales tax which we shall add at the applicable rate.
11.4  All sums due under this Agreement and Award Pre-Acceptance Form shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If you fail to make payment of any sums due (“Debt”):
11.4.1  we reserve the right to cancel (a) your Entry, and/or (b) the registration of Attendees prior to the Ceremony. If we do not exercise our rights of cancellation prior to the Ceremony, Attendees whose Attendance Fee has not been paid by the date upon which the Ceremony takes place shall be required to pay on-site in order to gain entry;
11.4.2  irrespective of clause 15.2, we shall be entitled to initiate proceedings against you without any notice in order to recover the Debt; and
11.4.3  you shall be liable to be pay an extra administration fee and interest (accruing on a daily basis) on the amount unpaid from the due date of payment, both after as well as before any judgment or order.
11.5  Any and/or all costs and expenses incurred by us (including legal costs and expenses) in recovering sums due under an unpaid invoice shall be recoverable from you.
11.6  If you breach this clause 11, we may terminate this Agreement immediately by giving you written notice.
 
12.  Term & Terminations
12.1  This Agreement shall commence on the Start Date and shall continue, unless the Awards Ceremony or your attendance at such, is cancelled in accordance with clause 10, until the date upon which the Awards Ceremony ends (“Term”) when it shall terminate automatically without notice.
12.2  We may terminate this Agreement at any time by giving you 15 days’ written notice.
12.3  We shall be entitled to terminate this Agreement immediately by written notice whenever you breach any provision hereof which expressly entitles us to terminate the Agreement.
 
13.  Expiry & Termination Consequences
13.1  Expiry or termination shall not prejudice any other rights or remedies you or us may be entitled to, nor will it affect the accrued rights and liabilities of either of us, nor the coming into or continuance in force, of any provision of this Agreement which is intended (explicitly or implicitly) to come into or continue in force, on or after such expiry or termination.
13.2  Upon expiry or termination of this Agreement:
13.2.1  you shall pay any Fees that have been invoiced up to (and including) the expiry or termination date but not paid for; and
13.2.2  each party shall promptly return to the other any property of the other within its possession or control.
 
14. Disclaimers
The Products and Schemes are offered on an “as is” basis without warranty of any kind, whether express or implied.
SOCIAL ENTERPRISE RESEARCH ACADEMY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 
 
15.  Liability 
15.1  Neither you nor us shall exclude or limit our liability for (a) death or personal injury caused by negligence, (b) fraud and/or fraudulent misrepresentation.
15.2  You shall not exclude or limit your liability under any indemnities given by you under this Agreement.
15.3  You shall fully and effectively indemnify and hold harmless us and any Group Organization against all losses, actions, costs (including legal fees and disbursements on a solicitor/client basis), claims, demands, fines, damages and liabilities, of whatever nature, incurred or suffered by or made against us, whether or not foreseeable, arising directly or indirectly, wholly or in part, out of or in connection with:
15.3.1  any breach of this Agreement by you; and
15.3.2  any acts or omissions of yourself, your employees, agents, contractors, visitors, Attendees and/or guests at the Venue arising out of or in connection with the Awards Ceremony and/or the Venue.
15.4  We shall not (whether in contract, tort, negligence, statutory duty or otherwise) be liable to you under this Agreement for consequential, indirect or special damages (including indirect loss of profit and indirect loss of revenue).
15.5  Subject to the clauses above, our maximum aggregate liability to you under this Agreement (whether arising in contract, tort, negligence, statutory duty or otherwise) shall not exceed the Fees you paid to us.
 
16.  General
16.1 Notification Procedures and changes to these Terms. Social Enterprise Research Academy reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products and Schemes after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Products and Schemes.
16.2  Disputes. If any dispute arises between us out of or in connection with this Agreement, our respective representatives shall meet within 5 Business Days of receipt of a written notice of such dispute, in an effort to resolve the dispute. If the dispute is not resolved within 5 Business Days of that meeting, the dispute shall be referred to our respective senior management (or their nominees) who shall meet within 5 Business Days of the referral to attempt to resolve the dispute. If, despite following the process set out above, the dispute is not resolved, either of us may refer the matter to the courts. This clause shall not restrict either you or us from initiating any proceedings in respect of a matter where either party has reasonable cause to do so to avoid damage to its business or to protect or preserve any right of action it may have, or from applying for or obtaining emergency or interlocutory relief.
16.3  Force Majeure. We shall not be liable to you for any delay or failure to perform hereunder due to a natural disaster, actions or decrees of governmental bodies, any curtailment to or cancellation of public transport, strikes or walkouts, communicable disease, epidemic, acts or threats of terrorism or civil unrest, or communications line failure which (a) hinders, delays or prevents us in performing any of our obligations, (b) is beyond our control of without our fault or negligence, and (c) by the exercise of reasonable diligence we are unable to prevent or provide against (“Force Majeure Event”).  In such circumstances, we shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 or more calendar days, we may terminate this Agreement by giving you 5 Business Days written notice. In such circumstances reserve the right not to refund your Fees and advise that insurance should be taken to cover such eventualities. A Force Majeure Event shall not entitle you to delay payment of any sums under this Agreement. You are responsible for making your own way to the venue for the event, and you shall remain liable for all payments under this agreement irrespective of any failure of transport or other reason why you are unable to attend the conference.
16.4  Publicity. We expressly agree that we and/or our Group Companies shall be entitled to refer to you as an Attendee of our Awards Ceremony in sales and marketing literature (including websites) and reproduce your logo and/or trade mark for that sole purpose.
16.5  Video footage & Photography: During the Awards Ceremony, we may shoot video footage and take photographs of the Awards Ceremony which may include video footage and photographs of you and/or your booked Attendees.  We will make use of such footage and photographs in accordance with our Privacy Notice.
16.6  Third party Rights. Unless expressly stated, no provision of this Agreement is enforceable by, or intended to benefit, any person who is not a party to this Agreement.
16.7  Assignment and sub-contracting. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Social Enterprise Research Academy without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
16.8  Amendments and changes. No purported alteration or variation of this Agreement shall be effective unless it is in writing, refers specifically to this Agreement and is signed by an authorised representative of each of the parties to this Agreement.
16.9  Severability. These Terms, together with our Award Scheme Rules, and the Privacy Policy and any amendments and any additional agreements you may enter into with Social Enterprise Research Academy in connection with the Products and Schemes, shall constitute the entire agreement between you and Social Enterprise Research Academy concerning the Products and Schemes. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
16.10  No Waiver. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Social Enterprise Research Academy’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision
16.11  Further assurance. Each party shall do and execute, or arrange for the doing and executing of, any act and/or document reasonably requested of it by any other party to implement and give full effect to the terms of this Agreement.
16.12  Remedies cumulative. The remedies under this Agreement are cumulative and no remedy is exclusive of any other remedy except as expressly stated.
16.13  Counterparts. This Agreement may be entered into in any number of counterparts and by the parties on separate counterparts, all of which taken together shall constitute one and the same instrument. Where the parties agree to sign this Agreement by electronic signature (whatever form the electronic signature takes), then this method of signature is as conclusive of the parties’ intention to be bound by this Agreement as if signed by each party’s manuscript signature.
16.14  Status of parties. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
16.15  Entire Agreement. This Agreement sets out the entire understanding of the parties in relation to its subject matter and supersedes any prior understanding or agreement between the parties whether oral or written. Nothing in this Agreement shall, however, limit or exclude any liability for fraud or fraudulent misrepresentation.
16.16 Governing Law and Jurisdiction
These Terms shall be governed by and construed in all respects in accordance with the laws of Hong Kong SAR without respect to its conflict of laws principles. We each agree to submit to the non-exclusive jurisdiction of the Courts in Hong Kong SAR
 
17.  Definitions
17.1  In this Agreement the following terms have the following meanings:

“Administrative Fee”

means the fee payable for the Winner’s Package or Fellowship Qualification Assessment Scheme;

“Award Pre-Acceptance Form”

means the form for nominee to pre-select the Winner’s Package;

“Agreement”

means these terms and conditions, the booking, and any documents stated in any of them as being incorporated by reference;

“Assessment Fee”

means the fee payable for process the assessment and judgment of the Schemes;

“Attendance Fee”

means the fee payable for an Attendee to attend the Awards Ceremony;

“Attendee”

means an Awards Ceremony attendee;

Grand Fellowship Qualification and Award Presentation Ceremony”

means the ceremony during which the SCP Awards winners are announced and Fellowship Qualification are conferred;

“Awards Nomination”

means the process described in the applicable nomination summary;

“Awards Page”

means the areas of the Website where you will find the information and terms and conditions relevant to a particular Awards Ceremony and/or Awards Nomination;

“Business Days”

means any day other than Saturday, Sunday, or a day on which a Hong Kong SAR public holiday falls;

“Confidential Information”

means information of an operational, administrative, financial or business nature, or which is Personal Data, Sensitive Personal Data or otherwise, and which comes into a party’s possession under or in connection with this Agreement that (a) is identified as confidential to the other party; or (b) ought reasonably to be considered as confidential to the other party (whether or not identified as confidential), and in any case shall include (i) any information relating to  a party including information in respect of a party’s business, activities, personnel, customers, products, business plans, business developments, finances, marketing plans, management systems, new business opportunities, ideas, know-how, processes, policies and/or procedures;

“Data”

means data, Personal Data and/or Sensitive Personal Data;

“Data Controller”

has the meaning set out in the The Personal Data (Privacy Ordinance) of Hong Kong SAR

“Data Privacy Laws”

means all applicable data protection and privacy legislation in force from time to time in Hong Kong SAR (The Personal Data (Privacy Ordinance)

“Data Subject”

has the meaning set out in the The Personal Data (Privacy Ordinance) of Hong Kong SAR

“Fees”

means the Entry Fee and/or the Attendance Fee;

“Fellows”

means the all ranks in SERA Fellow Qualification Assessment Scheme, including “Honorary Fellow”, “Senior Fellow”, “Fellow”, “Associate Fellow”.

“Fellowship Page”

means the areas of the Website where you will find the information and terms and conditions relevant to a particular Ceremony and/or Fellowship Nomination;

“The Personal Data (Privacy) Ordinance”

Means the Law of Hong Kong (Cap 486)

“Group Organization”

means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of an entity whether by contract, ownership of shares, membership on the board of directors, agreement or otherwise;

“Host”

means the person booking attendance at the Awards Ceremony on behalf of other guests.

“Privacy Notice”

Social Enterprise Research Academy’s privacy notice, as set out on Social Enterprise Research Academy’s website and updated from time to time;

“Process” or “Processing”

has the meaning set out in the The Personal Data (Privacy) Ordinance of Hong Kong SAR

“Sensitive Personal Data”

has the meaning set out in the The Personal Data (Privacy) Ordinance of Hong Kong SAR

“Start Date”

means the date that this Agreement is executed by both parties, or, if not so executed, the date upon which we first accept your order to enter our Awards Competition and/or attend the Awards Ceremony;

“Term”

has the meaning set out in clause 9;

“Venue”

means the venue where the Awards Ceremony takes place.

“Website”

means the website, web page or microsite hosted by us or on our behalf containing information about the Awards Ceremony and Awards Competition and referencing these terms and conditions.

17.2  The words “including”, “include”, “in particular”, “for example” and any similar word or expression are illustrative and are not intended in any way to limit the sense or interpretation of preceding words, and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.

17.3  Clause headings and sub-headings are not be used in its interpretation.

17.4  References to this Agreement or any other document are to this Agreement or that document as in force for the time being and as amended, supplemented, varied, modified, renewed or replaced or extended.

17.5  A reference to a statute or statutory provision shall unless otherwise stated be construed as including a reference to any subordinate legislation made from time to time under the statute or statutory provision whether before, on or after the Start Date; and

17.6  A reference to industry regulations, industry codes, or industry guidance, shall unless otherwise stated be construed as referring to industry regulations, industry codes, or industry guidance as in force as at the Start Date and as from time to time modified or consolidated, superseded, re-enacted or replaced (whether with or without modification) on or after the Start Date.

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