Terms of Service
Welcome to RTA OS system!
The RTA OS system is operated by Retail Technology Asia Limited and its affiliates (collectively, "RTA" or "we"), providing retail digitalization solutions for retail enterprises to facilitate their daily operation and management. The RTA OS system includes forms such as "OS Phone," "OS Pad," and "OS PC," as well as functions including but not limited to order placement, article query, inventory management, and goods receive and returns (collectively, the "Services"). Users may choose to activate all or part of the system functions included in the Services.
These Terms of Service (“Terms”) form a legally binding agreement between Users and RTA regarding your download, installation, registration, login, and use (collectively, "use") of the Services. Please make sure you carefully read and fully understand these Terms before using the Services. Please note that key provisions such as liability disclaimers, limitations of liability, and indemnity clauses are highlighted in bold for your attention.
Definitions under these Terms shall be construed as follows:
User: All users of the Services, including Enterprise Users and Employee Users.
Enterprise User: Non-natural person users of the Services, including but not limited to companies, government agencies, partnerships, individual businesses, and other organizations.
Enterprise User Administrator: Personnel authorized or designated by an Enterprise User with administrative rights under the Enterprise User’s account. Any actions taken by the Enterprise User Administrator under the Enterprise User’s account shall be deemed as actions of such Enterprise User, for which the Enterprise User shall bear full responsibility.
Employee User: Natural persons using the Services at the direction of the Enterprise User, including but not limited to formal employees, dispatched personnel, and temporary service personnel of the Enterprise User. Employee Users include Enterprise User Administrators and other employee users. Enterprise Users shall manage Employee Users effectively through the Services.
Enterprise Account: A system account for the Services obtained by an Enterprise User through registration or execution of a service agreement.
Employee Account: A sub-account under an Enterprise Account created by the Enterprise User Administrator for an Employee User, with permissions and functions configured by the Enterprise User Administrator in accordance with the Enterprise User’s authorization and requirements.
I．Special Notices
1. Users acknowledge and agree that RTA is a neutral technology service provider. No employment, labor, dispatch, or similar relationship shall be established between any Employee User of an Enterprise User and us by using the Services. We provide only technical services and support and do not participate in internal employment management or disputes of Enterprise Users. Any disputes between Enterprise Users and Employee Users shall be resolved solely between the Enterprise User and its Employee User. Furthermore, if an Employee User infringes upon lawful rights of any third party while using the Services, all disputes and liabilities shall be the sole responsibility of the Enterprise User to which it belongs.
2. Employee Users acknowledge and agree that the Enterprise User to which they belong may access all information generated by the Employee User’s Use of the Services under the Enterprise Account. To enable certain functions of the Services, the Enterprise User may provide us with the Employee User’s information. Employee Users confirm that they have fully communicated with the Enterprise User regarding such information and authorized the Enterprise User to collect, use, and share such information prior to using the Services. We process Employee User information solely at the direction of the Enterprise User and assume no legal liability for the Enterprise User’s actions. Specific data processing scenarios and details are set forth in the Privacy Policy .
3. Users acknowledge and agree that the Services may include third-party services. Such functions are provided solely for user convenience and experience. Except where prohibited, we shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from Users’ use of third-party services. These exclusions include, without limitation, damages for lost profits, lost data, computer failure, or the violation of Users’ right by any third party. Users shall independently evaluate such services, enter into separate agreements with third-party providers, comply with applicable terms (including third-party user agreements and privacy policies), pay associated fees, and assume all risks. Users agree that we provide no warranties, express or implied, regarding third-party services and assume no liability for User interactions with such services.
4. We may amend these Terms from time to time, including, for instance when we update the functionality of the Services or when there are regulatory changes. We will use commercially reasonable efforts to provide reasonable notice to all Users of any material changes to these Terms, including but not limited to website announcements and/or system notifications. Except where prohibited by law, updates to the Terms will apply once the changes have been posted or notice has otherwise been given. Changes to the Terms will, however, not apply retroactively. If you do not agree to changes made to the Terms, you are entitled to cease the use of Services. By continuing to use the Services provided by RTA, you will be deemed as having accepted and willing to abide by the updated Terms.
5. These Terms and any dispute or claim in connection with them shall be governed by and be construed in accordance with the laws of Hong Kong. Unless otherwise specified in these Terms, all claims arising out of or relating to these Terms or the Services, will be resolved by arbitration administered by Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Centre Rules in force when the notice of arbitration is submitted. The seat of the arbitration will be Hong Kong and the language will be English. All proceedings will be confidential and there will be one arbitrator only.
II．Your Account
1. Account Acquisition
i. Upon executing a service agreement with us, an Enterprise User shall be granted an Enterprise Account. Employee Users may obtain their Employee Accounts under the Enterprise Account within the scope authorized by the Enterprise User.
ii. In order to create an account, Users must provide truthful and accurate information about themselves and shall not impersonate anyone else when creating the Account. If Users’ information changes at any time, please update Account to reflect those changes.
iii. Where an Enterprise User requires the collection or use of Employee Users’ personal or work-related information to enable the Services, such actions shall comply with applicable laws and regulation.
iv. Enterprise Users shall ensure that Enterprise User Administrators and Employee Users are duly authorized. If an Enterprise User needs to modify, revoke, or terminate such authorizations, the Enterprise User shall promptly update account passwords and adjust/delete/deactivate relevant Employee Account permissions. The Enterprise User shall bear all consequences of delayed actions.
2. Account Use
i. Enterprise Users shall have account rights pursuant to separate service agreements executed with us. Enterprise Users may query service functionalities and fees under their accounts and utilize system tools provided for their accounts. Employee Users shall have functionalities assigned by the Enterprise User Administrator.
ii. Ownership and related rights to accounts under the Services remain with us. Users are granted only a limited right to use their respective accounts. Accounts are non-transferable and may not be gifted, lent, leased, sold, or otherwise permitted for use by others. Violations shall result in User liability, and we reserve the right to suspend or terminate the account unilaterally.
iii. Users acknowledge and consent that they have the responsibility to maintain the security and confidentiality of their accounts and passwords. Users shall bear full legal responsibility for all activities conducted under their accounts, including but not limited to data modifications. Users shall safeguard account credentials and manage permissions diligently. Users shall not trust network information that requests for borrowings or password or otherwise involves property or disclose to others account and password as well as any verification code information that we send to you. In case of unauthorized use or security incidents, Users shall promptly notify us. We may assist with account freezing, password resets, or other security measures upon request. Users agree that such actions require reasonable time, and we assume no liability for losses incurred prior to taking action.
iv. Enterprise Users may opt to log in and use the Services through authorized third-party platforms, unless restricted or prohibited by the Services or such third-party platforms. In such cases, Users shall comply with both third-party terms and these Terms and authorize us to access relevant login information from the third-party platform for account binding purposes.
3. Account Suspension and Deactivation
i. If an Enterprise User wishes to discontinue using its account, it may negotiate with us to terminate the separate service agreement and deactivate the Enterprise Account. Employee Users wishing to discontinue shall contact the Enterprise User Administrator to deactivate the Employee Accounts. As the Account deactivation is irreversible, please be sure to understand and confirm the following and operate carefully:
• Users can only apply for the deactivation of their own account and conduct the deactivation as per the procedure of RTA;
• After the deactivation, Users shall still take responsibility for their acts during the use of Services before the deactivation of the Account;
• Please back up relevant data and information before the deactivation. After successful deactivation, unless otherwise specified by the applicable laws and regulations or agreed between the parties, all records bound with or related to the Account can no longer be recovered, restored or provided. Any unused benefits linked to the account shall be forfeited, and access to the Services shall cease.
ii. If an Enterprise User wishes to disable or discontinue a specific service, it may negotiate and execute relevant agreements with us. Employee Users shall contact the Enterprise User Administrator to modify account permissions, subject to internal arrangements between the Employee User and the Enterprise User.
iii. Users violating these Terms or applicable laws shall bear all legal consequences. Users shall comply with these Terms and applicable laws in connection with your use of the Services. We reserve the right to take actions, including but not limited to immediate suspension or termination of your account and/or your access to all or part of the Services based on our reasonable judgement.
iv. Employee Users with inquiries regarding account suspension, permission modifications or deletion may appeal to the Enterprise User Administrator.
III．Service Authorization and Usage Restrictions
1. We grant Users a limited, non-exclusive, non-transferrable, non-sublicense and revocable right to Use the Services within the scope of these Terms and/or separate service agreements. We reserve the right to modify, upgrade, change or transfer the Services, versions and functionalities. We further reserve the right to develop new modules, functionalities or language versions of the Services. All the new modules, functionalities or services remain subject to these Terms, unless otherwise stated by us.
2. Users shall comply with all applicable laws and shall not use the Services for unlawful purposes or in unlawful manners. Users shall not engage in activities infringing upon our or third-party rights. If such activities cause losses, Users shall bear full legal and compensatory liability. We may suspend or terminate Services without prior notice based on our reasonable judgment if Users:
i. Disrupt or disturb the Services’ security or conduct any other actions that may jeopardize cybersecurity, including but not limited to:
a) Using unauthorized plug-ins, external systems, or tools to damage, alter or interfere with the Services;
b) Unlawfully accessing networks, disrupting network functions, stealing data or conducting other actions that may jeopardize cybersecurity;
c) Reverse engineering, decompiling, or extracting source code or algorithms from the Services;
d) Bypassing security measures;
e) Maliciously registering accounts;
f) Any use of the Services beyond our authorization under these Terms.
ii. Infringe upon others’ lawful rights, including but not limited to:
a) Violating our or any third-party’s intellectual property rights, privacy rights, or any other rights;
b) Copying, imitating, modifying, translating, adapting, leasing, selling, sublicense, distributing or transferring the Services without authorization;
c) Engaging in fraud, misrepresentation, or harmful activities;
d) Using the Services for any other abnormal-use purposes such as advertising, resale or leasing.
iii. Develop, create, copy, upload, disseminate, store, or share any illegal or unethical content;
iv. Violate these Terms, any separate service agreements executed between Enterprise Users and us, as well as applicable laws and regulations.
IV．Privacy and Data Protection
We will take necessary and reasonable measures to protect the security of User information according to applicable laws，and you may refer to the Privacy Policy [Han Kun2] for details.
V．Intellectual Property
1. RTA and its licensors shall own and retain all rights, title and interest in and to the Services, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. There are no implied licenses in these Terms and RTA reserves all rights to the Services not granted in these Terms.
2. We respect intellectual property rights and will not use User-generated content without permission. Users shall likewise respect our and third-party’s intellectual property rights.
VI．Indemnity
To the fullest extent permitted by law, Users are responsible for your use of the Services, and you will defend and indemnify RTA from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys’ fees), and other losses arising out of or relating to: (1) your unauthorized use of, or misuse of, the Services; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; and (3) any claim that your use of the Services violates any third-party intellectual property, publicity, confidentiality, privacy, or other rights. We reserve the right, with or without notice, at any time and in our sole discretion to block access to the Services by and/or suspend or terminate the accounts of any User under the above-mentioned situations.
VII．Disclaimer and Limitation of Liability
1. The Services are provided on an “as-is” and “as-available” basis and we make no warranty or representation, whether express or implied, with respect to them.
2. Users acknowledge and agree that we will not be liable for damages arising from:
a) Delays, cut-offs, or other abnormal situations caused by telecommunication or power failures, or third-party reasons;
b) Scheduled maintenance downtime;
c) Viruses, hacking, system instability, or technical issues beyond our control;
d) Force majeure events (e.g., wars, natural disasters, government actions);
e) Disputes between Enterprise and Employee Users;
f) Third-party product/service-related damages;
g) User-caused losses;
h) Other reasonably unforeseeable or uncontrollable losses.
3. We will implement reasonable and appropriate security measures designed to help you to keep your information complete and confidential. However, we do not guarantee that our Services will be secure or free from bugs or viruses, and we cannot eliminate all risks.
4. Under no circumstances shall RTA be liable to Users for any indirect, incidental, consequential, special, exemplary, punitive, enhanced, or other damages (including without limitation to damages for loss or interruption of business, loss of data, loss of goodwill, loss of business reputation, loss of profits or third party costs), under any theory of liability, including without limitation contract, negligence, strict liability, or other theory arising out of or relating in any way to your use of or access to the Services, even if RTA has been advised of the risk of such damages. To the maximum extent permitted by applicable law, RTA’s maximum aggregate liability to you arising out of or relating in any way to your access to and use of the Services shall not exceed your actually-paid service fee.
VIII．Entire Agreement
These Terms, together with any terms or document referenced or incorporated herein (including but not limited to the Privacy Policy) , as well as rules, announcements or guidelines published hereby, constitute the whole legal agreement between Users and RTA and govern your use of the Services.
IX．Miscellaneous
1. Users acknowledge and agree that free trials or temporarily free services do not waive our right to charge fees later. We may notify Users of pricing or changes via appropriate methods, such as official websites or announcements. If you do not agree to the changes, you must stop accessing or using the Services.
2. We will use website announcements, system notifications, emails, short messages, telephones, or instant messages to notify Users of any changes. The contact information provided by Users to us is deemed complete, accurate and currently effective. Notices are deemed effective upon successful delivery.
3. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.
4. Section headings herein are for user convenience only and do not affect interpretation of these Terms.
Last Updated: August 31, 2025
