Non-Disclosure Agreement

This Non-Disclosure Agreement (“the Agreement”) is put into effect between Altive Limited, with the registered office being at 508, 5/F, 90 Connaught Road Central, Sheung Wan, Hong Kong, Altive Capital Pte Ltd, whose registered office is at 138 Cecil Street, #13-02, Cecil Court, Singapore 069538  (together “Altive") and the user of the Altive online platform (“the Platform User”). Altive and the Platform User are referred to as the parties in the agreement (“the Parties”). Parties not in the Agreement are hereby referred to as third parties (“Third Parties”).

Recitals

The Agreement centres the transactions made on Altive’s online platform detailed (“the Transactions”), where the Parties may disclose Confidential Information pursuant to the terms below.

Capitalised terms in the Agreement have all been assigned their respective meanings the first time they are deployed. These meanings are thoroughly applied in the Agreement unless otherwise explicitly stated.

The Platform User irrevocably agrees as follows:

1. Definition

“Confidential Information” refers to any information, documents, graphics, data, and/or any other material Altive provides or relays to the Platform User through any method of communication, either directly or indirectly through a Third Party, including but not limited to wholly or partly oral communication, which:

1. is reasonably expected to be confidential given the circumstances during the communication or the nature of the information;
2. is explicitly marked as “confidential”, “restricted”, “secret” or with any words implying Altive’s intention to keep the information passed as strictly confidential under wholly or partly written or oral instructions.

Confidential Information shall exclude information provided or relayed to the Platform User by Altive which:

1. is public at the time of disclosure except if it is released as a result of a breach of confidentiality;
2. is independently developed by the Platform User without sourcing Altive’s Confidential Information in its entirety.

“Business Day” refers to a day, excluding Saturdays, when banks in Hong Kong are open for everyday banking businesses. Unless Altive has informed the Distributor, all other days of the year are not business days.

2. Proprietorship of Altive’s Confidential Information

Any Confidential Information Altive passes on to the Platform User is and remains the sole property of Altive, at all times, under any circumstances. The Platform User is not to inherit any right or interest of Altive’s Confidential Information.

3. Confidentiality Obligations of the Platform User

The Platform User shall hold Altive’s Confidential Information in strict confidence. The following sub-clauses shall all be regarded as conditions. The Platform User shall:

1. never use Altive’s Confidential Information for any purposes other than to assess, exercise the Transaction or to discuss it with Altive;
2. never confide Altive’s Confidential Information in any Third Party or exploit it for the benefit of any Third Party, unless:

1. the disclosure is consented by Altive with a written and signed letter of authorisation prior to the said disclosure;
2. the disclosure is required by applicable law or by any government authority, court or tribunal of Hong Kong, and prior reasonable written notice of such action has been made by the Platform User to Altive, except where such notice is forbidden by law, the government authority, court or tribunal in question. The Platform User must also offer reasonable assistance to Altive if Altive wishes to challenge the disclosure through legal or non-legal means.

3. exercise a reasonable degree of care towards the Confidential Information and put in place sufficient security measures to prevent unauthorised access or use of Altive’s Confidential Information, which must be no less than the policies the Platform User adopts towards the Confidential Information it stores.
4. never disclose to the public Altive’s Confidential Information and any other information related to the Transaction or the Agreement through the Platform User’s promotional or informational materials;
5. immediately notify Altive as soon as it is aware of any unauthorised access to, disclosure of, use of, or loss of, Altive’s Confidential Information.

4. Lapse of Time and Return of the Agreement

The Agreement will terminate two years after the closure of the Platform User’s account on the Altive platform (“the Termination”) unless a legally binding agreement is entered into between Altive and the Platform User when the Agreement is valid, which clearly explicitly states that Clause 4 of the Agreement is overridden. The Agreement also remains legally binding to Third Parties which possess or once possessed Altive’s Confidential Information owing to Clause 3(b)(i) until the Agreement is automatically terminated.

Upon the Platform User’s receipt of Altive’s written request to have its Confidential Information returned or destroyed, it shall do as demanded within thirty days after confirming the request in writing. Copies of Altive’s Confidential Information must comply with the request and be returned or destroyed within the same time frame. Notwithstanding Altive’s orders, the Platform User may retain reasonable copies of Altive’s Confidential Information for:

1. compliance with applicable laws, rules or regulations of Hong Kong;
2. insurance, accounting or taxation purposes.

5. Governing Laws and Jurisdiction

The Agreement and any legal actions stemming from or are affiliated to it, its formation or the Transaction (“the Legal Actions”) shall be governed by and construed in accordance with the laws of the jurisdiction in Hong Kong. The Platform User irrevocably agrees that the courts and tribunals of Hong Kong will rule on or settle the Legal Actions exclusively.

6. Rights and Liability Exclusion of Altive

1. Without prejudice to any other rights or remedies, which Altive has the exclusive right to determine, the Platform User irrevocably agrees that damages alone would not be an adequate remedy for breaches, be it anticipatory or actual, of the Agreement (“the Breaches”). Altive reserves all rights to seek for remedies in the form of injunctions, specific performance and/or any other equitable relief due to the Breaches.
2. In the case of any clauses in the Agreement being deemed unenforceable by the courts of Hong Kong, the clause itself shall comply with the ruling of the court whilst the remaining ones will continue to be in full legal force and effect.
3. Altive’s failure or delay to exercise its rights or to act upon a breach of the Agreement shall not be a waiver of that right or breach (“the Waiver”), nor is it a form of affirmation of the breach. The Waiver must be in writing and be signed by Altive. Its legal effects are only confined to the particular right or breach stated therein.
4. Altive does not make any representation, warranty, condition or guarantee of any kind to the Platform User regarding its Confidential Information, including but not limited to its accuracy and completeness, and may not be relied on by the Platform User.
5. This agreement does not create any right enforceable by Third Parties, and Contracts (Rights of Third Parties) Ordinance (Cap 623) shall not apply to the Agreement unless explicitly stated in the Ordinance.

7. Delivery of the Agreement

The execution and delivery of the Agreement electronically are legally valid.

8. Modification of the Agreement

The Agreement can only be modified, including but not limited to the transfer or assignment of it, in writing jointly signed by Altive and the Platform User.

9. Delivery of Notices

Any notice from the Platform User which may or is warranted by the Agreement shall be in writing and be successfully served to Altive electronically, by prepaid registered tracking mail, or personally. The notices shall be addressed to privacy@altivecapital.com or Altive Head of Legal & Compliance, 508, 5/F, 90 Connaught Road Central, Sheung Wan, Hong Kong, depending on the Platform User’s choice of delivery. The date of receipt of any notice, by the methods prescribed above, shall be deemed to be the first Business Day upon its successful delivery.