Welcome to NVTHK Limited (“NVTHK”, “we”, “us”, or “our”), a Hong Kong-based technology provider. These Terms of Service (“Terms”) govern your access to and use of our services, including our Real-World Asset (RWA) Infrastructure and Institutional Solutions, which comprise software, platforms, APIs, and related technology (collectively, the “Services”), as well as our website at www.nvt.com.hk (the “Website”). By accessing or using our Services, you agree to be bound by these Terms.

These Terms form a legally binding agreement between NVTHK and you, whether you are an individual acting on behalf of an organization or an entity (“you” or “Client”), such as a licensed intermediary or broker. If you do not agree with these Terms, you must not access or use our Services.

1.1 Description: NVTHK provides technology solutions to support institutional clients in Web3 and digital finance, including:

• RWA Infrastructure: A platform facilitating onchain over-the-counter (OTC) trading of tokenized securities in a marketplace for licensed intermediaries, as well as liquidity arrangements bridging traditional finance (TradFi) and decentralized finance (DeFi).
• Institutional Solutions: Tools for licensed entities to launch Web3-related businesses, including:
  1. RWA Tokenization Platform: For creating and managing tokenized real-world assets.
  2. Virtual Asset Brokerage System: For enabling brokerage of virtual assets.
  3. Enterprise-Grade Digital Wallet: For secure management of digital assets.

The specific features, scope, and deliverables will be detailed in a separate agreement or order form (“Service Agreement”) signed by both parties.

1.2 Access: We grant you a non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes, subject to these Terms and any Service Agreement. Use is limited to licensed intermediaries or entities as applicable to the Services.

1.3 Modifications: We may update or modify the Services to enhance functionality, address security, or comply with technical requirements. We will notify you of material changes that significantly impact your use, providing reasonable notice where feasible.

1.4 Client Compliance: You are responsible for ensuring your use of the Services complies with all applicable laws, including those governing tokenized securities, virtual assets, or financial activities in your jurisdiction. NVTHK provides technology only and does not act as a broker, custodian, or financial intermediary.

2.1 Eligibility: To use our Services, you must be a legally recognized entity (e.g., a licensed broker or intermediary) or an individual authorized to act on behalf of such an entity. You represent that you have the authority to bind your organization to these Terms.

2.2 Account Registration: Access to certain Services requires an account. You agree to provide accurate and complete information during registration and to update it as needed.

2.3 Account Security: You are responsible for safeguarding your account credentials and for all activities under your account. Notify us immediately at [email protected] if you suspect unauthorized access or a security breach.

2.4 Account Suspension: We may suspend or terminate your account if you breach these Terms, misuse the Services, or engage in activities that harm NVTHK, its clients, or the integrity of the Services.

3.1 Fees: You agree to pay all fees outlined in the Service Agreement, which may include subscription fees for platform access, one-time setup fees for integration, or usage-based charges for specific features (e.g., transaction volumes). Fees are non-refundable except as specified in the Service Agreement.

3.2 Payment Terms: Invoices are due within 30 days of issuance unless otherwise agreed in writing. Payments must be made in the currency specified via bank transfer or other approved methods.

3.3 Late Payments: Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend access to the Services until all outstanding fees are paid.

3.4 Taxes: Fees exclude applicable taxes, duties, or levies, which you are responsible for paying unless you provide a valid tax exemption certificate.

4.1 NVTHK Ownership: All rights, title, and interest in the Services, including the RWA Infrastructure, Institutional Solutions (RWA Tokenization Platform, Virtual Asset Brokerage System, Enterprise-Grade Digital Wallet), software, APIs, documentation, and related materials, remain with NVTHK or its licensors. These Terms do not transfer any ownership rights to you.

4.2 Client Data: You retain ownership of any data, content, or materials you provide or generate through the Services (“Client Data”), including tokenized asset data or transaction records. You grant us a non-exclusive, worldwide, royalty-free license to use, process, and store Client Data solely to provide, support, and improve the Services.

4.3 Restrictions: You may not copy, modify, distribute, reverse-engineer, decompile, or create derivative works from the Services, except as expressly permitted in writing. You may not use the Services to develop competing products or services.

4.4 Feedback: If you provide feedback or suggestions about the Services, we may use them without restriction or compensation, while respecting your confidentiality obligations under Section 5.

5.1 Definition: “Confidential Information” includes all non-public information disclosed by one party to the other, such as technical specifications, client lists, or tokenized asset data, whether marked as confidential or reasonably understood to be confidential.

5.2 Obligations: Each party agrees to protect the other’s Confidential Information with at least the same degree of care as it uses for its own and not to disclose it to third parties without prior written consent, except as required by law.

5.3 Exceptions: Confidential Information does not include information that is publicly available (through no fault of the recipient), already known to the recipient, or independently developed without reference to the disclosed information.

5.4 Duration: Confidentiality obligations survive for 5 years after the termination of these Terms or the relevant Service Agreement.

6.1 Compliance with Laws: You agree to use the Services in compliance with all applicable laws, including those related to tokenized securities, virtual assets, and financial regulation in your jurisdiction. You are solely responsible for obtaining any necessary licenses or approvals for your activities.

6.2 Proper Use: You will not use the Services to:

• Engage in illegal, fraudulent, or unauthorized activities.
• Transmit harmful code, malware, or viruses.
• Interfere with the Services’ functionality, security, or performance.
• Access or attempt to access systems or data beyond your authorized scope.

6.3 Client Data: You warrant that Client Data is accurate, lawful, and does not infringe third-party rights. You are responsible for any issues arising from your Client Data, including regulatory or legal claims.

6.4 Third-Party Integrations: If you integrate the Services with third-party systems (e.g., DeFi protocols or TradFi platforms), you are responsible for ensuring compatibility and compliance with those systems’ terms.

7.1 NVTHK Warranties: We warrant that the Services will materially conform to their documentation under normal use for the duration of the Service Agreement. If we fail to meet this warranty, we will work to correct the issue at no additional cost, as your sole remedy.

7.2 Client Warranties: You warrant that you have the right to provide Client Data and that your use of the Services complies with these Terms and applicable laws.

7.3 Disclaimers: Except as expressly stated, the Services are provided “as is.” We disclaim all implied warranties, including merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee that the Services will be uninterrupted, error-free, or meet your specific business objectives. NVTHK is not responsible for the performance, security, or compliance of third-party systems, such as DeFi protocols or TradFi platforms, integrated with the Services.

8.1 Exclusion: To the fullest extent permitted by law, NVTHK will not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business opportunities, arising from your use of the Services, whether in contract, tort, or otherwise.

8.2 Cap: Our total liability for any claim under these Terms will not exceed the fees paid by you for the Services in the 12 months preceding the claim.

8.3 Exceptions: Nothing in these Terms limits liability for gross negligence, willful misconduct, or other liabilities that cannot be excluded under Hong Kong law.

9.1 By NVTHK: We will indemnify you against claims that the Services infringe a third party’s intellectual property rights, provided you notify us promptly, allow us to control the defense, and cooperate reasonably. We may, at our option, replace or modify the Services to avoid infringement or terminate the affected Services with a pro-rata refund.

9.2 By Client: You will indemnify us against claims arising from your Client Data, misuse of the Services, or violation of these Terms, provided we notify you promptly, allow you to control the defense, and cooperate reasonably.

10.1 By Either Party: Either party may terminate these Terms or a Service Agreement if the other party:

• Materially breaches and fails to cure within 30 days of written notice.
• Becomes insolvent, enters bankruptcy, or ceases operations.

10.2 By NVTHK: We may terminate immediately if you misuse the Services, violate applicable laws, or engage in activities that harm NVTHK or other users.

10.3 Effect of Termination: Upon termination, you must cease using the Services, pay all outstanding fees, and return or destroy any NVTHK materials. We will provide reasonable assistance to export your Client Data within 30 days, subject to our retention policies and any applicable fees.

11.1 Governing Law: These Terms are governed by the laws of Hong Kong, without regard to conflict of law principles.

11.2 Dispute Resolution: Any disputes arising from these Terms will be resolved through good-faith negotiations. If unresolved after 30 days, disputes will be submitted to binding arbitration under the Hong Kong International Arbitration Centre (HKIAC) rules, conducted in English in Hong Kong. Each party will bear its own costs, unless the arbitrator rules otherwise.

11.3 Jurisdiction: For matters not subject to arbitration, the courts of Hong Kong have exclusive jurisdiction.

12.1 Entire Agreement: These Terms, together with any Service Agreement, constitute the entire agreement between you and NVTHK, superseding all prior agreements regarding the Services.

12.2 Amendments: We may update these Terms by posting a revised version on our Website. Material changes will be notified via email or a Website notice at least 30 days before taking effect. Continued use of the Services after such changes constitutes acceptance.

12.3 Assignment: You may not assign these Terms without our prior written consent, except in connection with a merger or sale of all your assets. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

12.4 Force Majeure: Neither party will be liable for delays or failures due to events beyond their reasonable control, such as natural disasters, cyberattacks, or internet outages, provided they notify the other party promptly.

12.5 Notices: Notices must be in writing and sent to NVTHK at [email protected] (mailto:[email protected]) or 29/F, Chinachem Leighton Plaza, 29 Leighton Road, Causeway Bay, Hong Kong, and to you at the contact details provided in your account.

12.6 Severability: If any provision of these Terms is found invalid, the remaining provisions remain enforceable.

12.7 No Waiver: Failure to enforce any right under these Terms does not constitute a waiver of that right.

For questions or concerns about these Terms or our Services, please contact us at: