Terms and Conditions of Sale and Subscription

These Terms and Conditions (“Terms”) govern the sale and provision of products and services, including hardware, software (perpetual or on-premise), installation, training, warranty, maintenance, and Software as a Service (“SaaS”) subscriptions, by Seito Systems Limited (“Supplier”, “we”, “us”, or “our”) to the customer (“Customer”, “you”, or “your”).

By signing a Sales Contract, placing an order, making payment, or accepting delivery/use of any products or services, you agree to be bound by these Terms, any attached Products and Services List, and (for Supplier-developed software) the End User License Agreement (“EULA”) available at https://seito.com.hk/end_user_licence_agreement/ (or successor URL).

If you are entering these Terms on behalf of a company or entity, you represent that you have full authority to bind that entity.

1. Definitions and Interpretation

1.1 In these Terms:

• “Sales Contract” means the agreement incorporating these Terms, the Products and Services List, any quote/invoice, and supplemental terms.

• “Products” means hardware, software, or other items specified in the Sales Contract.

• “Services” means installation, training, support, maintenance, standby, or other services specified.

• Capitalized terms have the meanings given here or in the Sales Contract.

2. Orders, Delivery and Installation

2.1 Delivery and installation will occur within 45 days after:

• Execution of the Sales Contract;

• Provision of a valid copy of your Business Registration Certificate (“BRC”); and

• Receipt of the required deposit.

2.2 You must deliver any Customer-provided hardware to our office for testing and provisioning at least 14 days before the scheduled installation date. We are not liable for delays caused by your non-compliance.

2.3 We are responsible only for installing and testing items specified in the Sales Contract.

2.4 You must provide, at your expense and before installation commences: (i) one 13Amp power outlet per device; and (ii) all necessary tables, desks, stands, mounts, etc., fully installed.

2.5 Installation, training, and standby services are provided during Standard Business Hours (09:00–18:00, Monday–Saturday, excluding Hong Kong public holidays) unless otherwise agreed. Non-standard hours incur a premium charge. Please contact your sales representative for details.

2.6 Rescheduling requests require at least 5 working days’ advance written notice; otherwise, we may charge additional fees or be unable to perform.

2.7 Hardware installation is limited to 2 meters above floor level for safety. We may refuse higher installations or charge a premium.

2.8 Upon completion, you must test the system and notify us in writing of any defects within 3 working days. We are not liable for issues not reported in time.

3. Training, Data Input and Standby Services

3.1 We provide on-site training, data input, and standby as specified in the Products and Services List.

3.2 You must supply all required data at least 14 days before installation. You are solely responsible for data accuracy; we may charge extra for corrections.

3.3 Training enables your staff to maintain data independently after installation. You assume full responsibility for ongoing data maintenance.

3.4 FTP Service (if purchased): Available only during warranty or active maintenance. Use is at your risk; we store data for max 72 hours and assume no responsibility for integrity. This is an annual subscription with auto-renewal unless cancelled with 30 days’ written notice before expiry.

4. First-Year Warranty and Support

4.1 Service Hotline: (24 hours)

• Telephone HK: +852 8201 9293

• China Hotline: +86 400-884-0202

4.2 Text Support: (08:00 – 23:00)

• WhatsApp: +852 93107772

• WeChat ID: seitosv

• Email: [email protected]

4.3 Remote Software & On-Site Hardware Support:

• On-Site Hardware Support: Normal Working Hours (Mon–Sat, excluding holidays, 10:00–18:00): Free of charge. Requests received before 17:30 will be handled on the same day; otherwise, they will be handled on the next working day.

• Remote Support: Normal Working Hours (Mon–Sun, including holidays, 10:00–18:00): Free of charge.

• If service support is required beyond working hours, additional charges will apply. Please contact your sales representative for details.

4.4 Warranty covers repair/replacement of hardware failures not due to misuse. Temporary replacements may be provided; all data will be erased unless retained (reasonable charge applies).

4.5 You must provide reliable, free internet for remote support.

4.6 We offer discounted spare parts and a User Maintenance Guide.

5. Post-Warranty Maintenance

5.1 An optional Maintenance Agreement is available, typically covering labour and parts at an annual cost of 10–12% of the list price. Please note that this agreement excludes coverage for damage resulting from misuse

5.2 In the absence of a Maintenance Agreement, all services will be provided on a time-and-materials basis. This includes our prevailing per-call service rate, plus any applicable charges for parts and transport.

5.3 We are not obligated to provide maintenance services for products that have become obsolete or for which replacement parts are no longer available from the manufacturer or our suppliers.

6. Consumables

6.1 You may source consumables from any supplier without affecting your rights under these Terms.

6.2 If non-standard consumables increase our service costs (proven), you will reimburse the additional costs.

7. SaaS Subscriptions (Supplemental Terms)

These supplemental terms apply solely to SaaS products and services.

7.1 Billing Cycle

Subscriptions are billed annually on a recurring basis.

7.2 Invoicing and Payment

Invoices are issued at least 30 days prior to the commencement of each billing cycle. Payment is due no later than 30 days before the billing cycle start date, and full payment must be received before activation of the subscription.

7.3 Auto-Renewal and Cancellation

Subscriptions will automatically renew for successive periods unless we receive written notice of cancellation at least 45 days before the next billing cycle start date (or 60 days if a longer period is specified in the Sales Contract). Any changes to subscription fees will be communicated at least 60 days in advance of renewal.

7.4 Non-payment

Failure to pay subscription fees when due may result in immediate termination of service without further notice.

7.5 Refunds and Fees

All subscription fees are non-refundable. A prorated refund may be issued only in the event of a proven permanent breakdown of the service. For the avoidance of doubt, setup fees, training fees, and first-month subscription fees are strictly non-refundable.

7.6 Service Interruption and Maintenance

We will notify you at least 7 days in advance of scheduled maintenance that may interrupt the service (max 6 hours), and we will endeavor to perform such work beyond business hours. This notice period may not apply to emergency hot fixes.

7.7 Customer Data:

• You retain title to all Customer Data and are solely responsible for its legality, integrity, accuracy, and quality.

• Data may be transferred/stored on third-party hosting servers to provide the SaaS.

• In the event of data loss or damage, we will use reasonable endeavours to restore the data from our latest backup. However, we shall not be liable for any loss, destruction, alteration, or disclosure of data caused by third parties.

• Upon termination, we destroy all stored data (including backups). During any default by you, we may withhold data access.

7.8 No guarantee of uninterrupted or error-free service, or fitness for particular purpose. We are not liable for internet-related delays/losses.

7.9 We own all Intellectual Property in the SaaS service; Customer Data is treated as confidential.

7.10 Online Ordering Specific (if applicable): Outlets require broadband service.

8. General Provisions

8.1 Confidentiality:

Each party keeps the other’s confidential information secret and discloses only with written consent or as required by law.

8.2 Intellectual Property:

We retain all IP rights in Products/Services (per WTO-TRIPS and applicable laws). Use of our software constitutes acceptance of the EULA.

8.3 Force Majeure:

No liability for delays/failures due to events beyond reasonable control (excluding payment obligations).

8.4 Amendments:

Only in writing signed by both parties.

8.5 Severability:

Invalid provisions severed without affecting the remainder.

8.6 Governing Law and Jurisdiction:

Governed by the laws of the Hong Kong Special Administrative Region. Exclusive jurisdiction of the courts of the HKSAR.

8.7 Eco-Responsibility:

Regulated electrical equipment complies with the Product Eco-responsibility Ordinance (Cap. 603); labels provided as required.

These Terms, the Sales Contract, Products and Services List, and EULA constitute the entire agreement between the parties.