Digital Certificate Subscriber Agreement – Hong Kong Certification Authority (HKCA)
- These Terms and Conditions are between the Hong Kong Internet Registration Corporation Limited (“HKIRC”, or referred to in this agreement as “HKCA”) and the individual or organisation applying for a d-Cert, as identified in the issued d-Cert.
- “CPS” refers to HKCA’s written statements of the policies and procedures used to operate its Public Key infrastructure and the services it provides for the issuance of d-Certs. HKCA’s CPS documents are available at HKCA’s website at https://www.hkca.hk/cps
- “Registration Authority” means an organisation appointed by HKCA to act on its behalf in carrying out certain HKCA functions and providing certain HKCA services for relevant types of d-Cert in the CPS.
- “d-Cert Subscriber Portal” means the web portal via which you submit the application for the d-Cert together with this agreement.
- “You” means (i) in the case of d-Cert (Personal), the Applicant/Subscriber who confirms agreeing to this agreement by checking “I Agree” below or by written confirmation by the Applicant/Subscriber, (ii) in the case of d-Cert (Organisational), (Encipherment), or (Server), the Applicant/Subscriber whose Authorised Representative confirms acceptance of this agreement by checking “I Agree” below or by written confirmation from the Authorised Representative.
- A “Subscriber” is an Applicant to whom the d-Cert has been issued in accordance with the eligibility criteria set out in the CPS.
- Unless otherwise herein defined, all terms and expressions defined in the CPS shall have the same meaning when appearing herein.
You and HKCA agree as follows:
1. Use
1.1. Agreement with the entire CPS
You agree to all provisions of the CPS regardless of whether they are specifically mentioned in this agreement. Nothing in this agreement shall prejudice the generality of the foregoing.
1.2. Information
You will provide accurate, complete, and non-misleading information to HKCA (or its Contractor) whether via the Registration Authorities, the d-Cert Subscriber Portal or otherwise at all times. If any information provided to HKCA changes or becomes misleading or inaccurate, you will promptly inform HKCA (or its Contractor) and update the information. You may not request a d-Cert with contents that infringe on the intellectual property rights of another entity.
You further warrant and represent that, in case of d-Cert (Organisational), (Encipherment), or (Server), the Authorised Representative as stated in the application for d-Certs lodged by you via the Registration Authorities, the d-Cert Subscriber Portal has been duly authorised to do so. You warrant and represent that if the application is successful, you will be duly authorised to use the d-Cert in the Designated Transactions specified opposite the name of the Registration Authority for the relevant type of d-Cert in the CPS.
You further warrant that you are indeed the Applicant stated in the application submitted, and the Subscriber stated in d-Cert issued. The submission of the d-Cert application does not guarantee approval of the application. If the application is rejected, you will be notified of the rejection. If the application is approved, you shall be bound by these Terms and Conditions as well as the provisions of the CPS.
1.3. Obligations
You agree to perform all obligations stated to be performed by an Applicant or Subscriber of a d-Cert (Personal), (Organisational), (Encipherment), or (Server) in the CPS.
1.4. Application and Issue
You agree to all provisions stated in the CPS concerning the application and issuance of the d-Cert. By submission of the d-Cert application, you:
- agree to pay HKCA the appropriate fee in respect of the issuance of the d-Cert unless such fee has been waived by HKCA in writing;
- agree to be bound by (i) these Terms and Conditions; and (ii) the provisions of the CPS;
- agree that the use of the Private Key(s) and the d-Cert(s) is at the sole risk of the Subscriber;
- agree that HKCA does not give any implied or express warranties in relation to the Private Key(s) and d-Cert(s) issued by HKCA;
- acknowledge that if you do not discharge your responsibilities as set out in these Terms and Conditions and the CPS properly or at all, you may become liable to pay HKCA and/or other persons (including Relying Parties) damages in respect of liabilities or loss and damage they may incur or suffer in consequence;
- undertake to protect the confidentiality and the integrity of the Private Key(s) by using reasonable precautions to prevent its loss, disclosure, or unauthorised use;
- undertakes to report any loss or compromise of the Private Key(s) immediately upon discovery of the loss or compromise and/or of any circumstance in which the d-Cert(s) should be revoked;
- agree that HKCA may limit his/her liability for negligence and/or breach of contract as set out in the CPS, these Terms and Conditions, and/or the Private Key(s) and/or the d-Cert(s) issued by HKCA; and
- agree that HKCA may further appoint either agents or sub-contractors to perform his/her obligations under the CPS and/or these Terms and Conditions.
1.5. Payment
You undertake to pay HKCA a Subscription Fee for each subscription period as specified in the CPS. The Subscription Fee shall be paid before the commencement of each subscription period unless being waived by HKCA in writing. HKCA reserves its absolute right to review and determine the Subscription Fee from time to time and will publish the Subscription Fee via its website.
1.6. License
Effective immediately after delivery and continuing until the d-Cert expires or is revoked, HKCA grants you a revocable, non-exclusive, non-transferable license to use, for the benefit of the subject, each issued d-Cert and the corresponding Key Pairs in accordance with the CPS and the terms of this agreement. You are responsible for any use of the d-Cert and any equipment and software required to use the d-Cert. You may not install or use a d-Cert until you have reviewed and verified the accuracy of the data included in the d-Cert. You will promptly inform HKCA if you become aware of any breach of this agreement or misuse of a d-Cert. You are responsible for obtaining and maintaining any authorisation or license necessary to use a d-Cert.
1.7. Restrictions
You should not:
- share your d-Cert or Private Key with another user except where permitted by the CPS;
- use a d-Cert or Private Key to make Digital Signature in transactions other than the Designated Transactions specified opposite the name of the Registration Authority for the relevant type of d-Cert as stated in the CPS;
- modify, sub-license, reverse-engineer or create a derivative work of the d-Cert (except as required to use the d-Cert for its intended purpose) or Private Key;
- use or make representations about a d-Cert except as allowed in the CPS;
- impersonate or misrepresent your affiliation with any entity or use a d-Cert in a manner that could reasonably result in a civil or criminal action being taken against you or HKCA;
- attempt to use a d-Cert to issue other d-Certs; or
- intentionally create a Private Key that is substantially similar to a HKCA or third-party Private Key.
1.8. Revocation
HKCA may unilaterally revoke a d-Cert for the reasons stated in the CPS. You may also from time to time issue a revocation request to HKCA (whether via the Registration Authorities, the d-Cert Subscriber Portal or otherwise) in accordance with the CPS.
1.9. Renewals
HKCA may send a reminder to you about expiring d-Certs, but you are solely responsible for ensuring your d-Certs are renewed prior to their expiration.
1.10. Publication of d-Cert
You consent to (i) HKCA’s public disclosure of information embedded in an issued d-Cert, and (ii) HKCA’s transfer of your information to servers located inside Hong Kong. HKCA retains a right to use any information provided by you via the Registration Authorities, the d-Cert Subscriber Portal or otherwise, provided that all such use is in compliance with its privacy policy as provided on its website. HKCA may modify the privacy policy in its sole discretion.
2. Term and Termination
2.1. Term
This agreement is effective upon your acceptance and lasts until the earlier the expiration and/or revocation date of all d-Certs issued under this agreement. All rights and licenses granted to you terminate immediately upon termination of this agreement.
No consent from any person including the third parties as mentioned in Section 6.9 below shall be required for any termination as mentioned above, or termination or revocation or suspension of the d-Cert in accordance with the terms of the CPS (whether by HKCA or you unilaterally or by agreement between HKCA and you).
2.2. Survival
All provisions of this agreement that, by their nature, are intended to survive termination of the agreement and continue in full force and effect, including all provisions related to representations by you under the following sections: Publication of d-Cert (Section 1.10), Disclaimers of Warranty and Limitations on Liability (Section 3), Indemnity (Section 4), Dispute Resolution (Section 5), and the Miscellaneous provisions (Section 6).
3. Disclaimers of Warranty and Limitations on Liability
3.1 Your Warranties
You agree to make all warranties and representations which are to be made by the Applicant or Subscriber of a d-Cert where applicable in the CPS.
3.2 Relying Party Warranties
You acknowledge that any applicable Relying Party Warranty is only for the benefit of Relying Parties. You do not have rights under the warranty, including any right to enforce the terms of the warranty or make a claim under the warranty. “Relying Party” means an entity that acts in reliance on a d-Cert or a Digital Signature. “Relying Party Warranty” is a warranty provided by HKCA under the Ordinance or in the CPS.
3.3. Warranty Disclaimers.
You acknowledge and agree to all disclaimers and limitation on liabilities of HKCA as stated in the CPS.
4. Indemnity
4.1. Indemnity
You, as Subscriber, agree to make the indemnity set out in the CPS in favour of HKCA, the Government and other parties as mentioned in the CPS.
4.2. Additions to liability
Your indemnification obligations are not HKCA’s sole remedy under this agreement or the CPS and are in addition to any other remedies that HKCA may have against you.
5. Dispute Resolution
5.1 Mode of Resolution
You agree to the mode of dispute resolution as stated in the CPS in relation to any dispute arising from this agreement or the CPS.
6. Miscellaneous
6.1 Agreement
Unless explicitly stated otherwise, this agreement and the CPS, along with all other documents referred to herein, constitutes the entire agreement between the parties with respect to the issuance and use of the requested d-Cert, superseding all other agreements that may exist with respect to that particular d-Cert.
6.2 Amendment
HKCA may amend CPS in the manner specified in the CPS. The CPS as referred to in this agreement shall mean the CPS as from time to time amended; all your agreement herein concerning the provisions of the CPS shall relate to the CPS as from time to time amended. Subject to the foregoing, any amendment to this agreement shall be subject to the agreement of both parties (but not any of the third parties mentioned in Section 6.9 below).
No consent from any person including any of the third parties as mentioned in Section 6.9 below shall be required for any amendment as mentioned above (whether for amendment by HKCA unilaterally or for amendment by agreement with you).
6.3. Waiver
A party’s failure to enforce or delay in enforcing a provision of this agreement does not waive (i) the party’s right to enforce the same provision later, or (ii) the party’s right to enforce any other provision of the agreement. A waiver is only effective if in writing and signed by the party against whom the waiver is claimed.
6.4. Force Majeure and Internet Frailties
Neither party is liable for any failure or delay in performing its obligations under this agreement to the extent that the circumstances causing such failure or delay are beyond a party’s reasonably control. You acknowledge that the d-Certs are subject to the operation and telecommunication infrastructures of the Internet and the operation of your Internet connection services, all of which are beyond HKCA’s control.
6.5. Notices
HKCA may issue all notices to you via the Registration Authorities or the d-Cert Subscriber Portal. Vice versa, you may issue notices to HKCA via the Registration Authorities or the d-Cert Subscriber Portal, or to the address or fax number or email address specified in the CPS. However, you must lodge your application for the d-Cert and receive and accept the d-Cert, via the Registration Authorities or the d-Cert Subscriber Portal.
6.6. Assignment
You may not assign your rights or obligations under this agreement without the prior written consent of HKCA. Any transfer without consent is void. HKCA may assign its rights and obligations without your consent.
6.7. Severability
The invalidity or unenforceability of a provision under this agreement, as determined by a court or administrative body of competent jurisdiction, does not affect the validity or enforceability of the remainder of this agreement. The parties will substitute any invalid or unenforceable provision with a valid or enforceable provision that achieves the same economic, legal, and commercial objectives as the invalid or unenforceable provision.
6.8 Legal Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“HKSAR”). The parties agree to submit to the exclusive jurisdiction of the Courts of HKSAR.
6.9. Rights of Third Parties
Registration Authorities, Relying Parties and the Contractors are express third party beneficiaries of your obligations and representations under this agreement that directly relate to the use or issuance of a d-Cert. The Government and other parties receiving the indemnity under the CPS are also third parties receiving the indemnities as specified therein. Other than the aforesaid persons, no third parties have any rights or remedies or benefit under the agreement.
6.10. Interpretation
The definitive version of this agreement is written in English. If this agreement is translated into another language and there is a conflict between the English version and the translated version, the English language version controls.