These Terms and Conditions (“Terms”) govern your use of everything Actor Company Limited (CÔNG TY TNHH ACTOR, ACTOR CO.,LTD — “ACTOR”, “we”, “us”), a company incorporated in Vietnam, provides: this website, our products, our APIs, our engineering services and our integrated solutions (together, the “Services”). By using a Service, creating an account, signing an order or accepting these Terms in a product, you agree to them. If you accept on behalf of an organisation, you confirm you have authority to bind it, and “you” means that organisation.
1. How these Terms fit together
- These Terms apply to every Service.
- An order — an order form, quote, statement of work (“SOW”), master services agreement or in-product checkout — sets out what you buy, the price and any service levels.
- Our Privacy Policy explains how we handle personal data, and our data processing agreement (“DPA”) applies whenever we process personal data on your behalf.
- Product-specific terms may add rules for a particular product or API.
If they conflict, a signed order or SOW prevails over product-specific terms, which prevail over these Terms — except that nothing overrides the DPA on personal data or the rights consumers have by law.
2. Definitions
- Products — our mobile, web and desktop applications and their updates.
- APIs — application programming interfaces we offer, or build and run for you, with their keys, SDKs, documentation and test environments.
- Engineering Services — design, development, integration, maintenance and dedicated-team services we perform for you under an SOW.
- Solutions — software and hardware systems for businesses and venues, combining our software with third-party devices and payment channels, including installation and support (for example the self-running gym solution).
- Hardware — devices we supply or install as part of a Solution, such as face-recognition terminals, door locks and readers.
- Customer Data — data you or your users put into the Services, including personal data.
- Deliverables — the work product we create specifically for you under an SOW.
- End Users — people you allow to use the Services, such as your staff, members or customers.
3. Eligibility and accounts
You must be at least 18 (or the age of majority where you live) and able to enter a binding contract. Keep your credentials and API keys secret, give each person their own login, and tell us immediately at hello@byactor.com if you suspect unauthorised access. You are responsible for activity under your account and keys, and for your End Users’ compliance with these Terms.
4. Products
Subject to these Terms and payment of any fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Products for their intended purpose during your subscription or licence term. We may update Products to fix issues, improve security or add features; some updates are required to keep using a Product. Beta or preview features are provided as they are, may change or end, and are not covered by service levels.
Apps from app stores
If you download a Product from the Apple App Store or Google Play, you acknowledge that these Terms are between you and ACTOR, not Apple or Google; the store is not responsible for the Product, its maintenance, support, warranty or any claims about it; if the Product fails to conform to an applicable warranty you may notify the store, which may refund the purchase price, and has no other warranty obligation; ACTOR, not the store, is responsible for investigating and defending any claim that the Product infringes intellectual property; you are not located in a country subject to a US government embargo and are not on any US government list of restricted parties; and Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. Your use must also comply with the store’s own usage rules. Purchases and subscriptions made through a store are billed and refunded under that store’s terms.
5. APIs
- Access. We give you keys for test and live environments. Use them only for the integration described in your order, keep them server-side, and rotate them if they may have leaked.
- Limits. Respect documented rate limits and quotas. We may throttle or suspend traffic that endangers the stability or security of the Services.
- Authorisations. Before you connect any bank account or process anyone’s financial data through our APIs, you must hold that person’s valid authorisation and consent, give them any notices the law requires, and keep records you can show us.
- Verification. Live access to APIs that handle payments or financial data may require know-your-business, sanctions and anti-money-laundering checks. We may decline or end access if you do not pass them.
- Restrictions. Do not reverse engineer, scrape, resell or build a competing service from the APIs; do not use them to test vulnerabilities without our written permission; and do not use them for unlawful, fraudulent or high-risk transactions.
- Changes. We version the APIs and give reasonable advance notice of breaking changes to generally available versions, except where a change is needed urgently for security or legal reasons.
We are not a bank
ACTOR is a technology provider. Where a Service touches payments, unless an order expressly says otherwise, we do not hold, receive, pool or transmit your funds: payments and cash-flow routing move money directly between accounts held at licensed banks and payment institutions, on your instructions and under your agreements with them. We are not a bank, payment institution, e-money issuer or money transmitter, and we do not give financial, tax or investment advice. Balances and transaction data we show come from those institutions; their records prevail. Routing and split rules are configured by you, and you are responsible for checking that they reflect your intentions and your legal and tax obligations.
6. Engineering Services
- Scope. Each SOW describes the work, milestones, team, assumptions and price. Work outside the SOW needs a written change request with its effect on time and cost.
- Your part. You provide timely decisions, access, content and feedback. Delays on your side may move dates and, for dedicated teams, do not pause fees.
- Acceptance. You test each Deliverable against the SOW’s acceptance criteria within 10 business days of delivery and tell us in writing of any material non-conformity; we fix it and resubmit. A Deliverable is accepted when you confirm, when that period passes without such notice, or when you use it in production.
- Ownership. When you have paid in full for a Deliverable, you own the Deliverable created specifically for you. We keep ownership of our pre-existing tools, libraries, frameworks, know-how and general-purpose components (“ACTOR Materials”) and grant you a perpetual, non-exclusive, royalty-free licence to use the ACTOR Materials included in a Deliverable as part of that Deliverable. Open-source components remain under their own licences, which we list on request.
- Portfolio. We may name you as a customer and describe the work in general terms, unless your order says otherwise or the information is confidential.
- Non-solicitation. During an SOW and for 12 months after it, neither of us will directly solicit for employment the other’s staff who worked on it, without consent. General job advertisements are not solicitation.
7. Solutions and Hardware
- Site readiness. You provide safe access to the site, power, a working internet connection, and any building, landlord or regulatory approvals needed for the installation.
- Delivery, title and risk. Risk in Hardware passes to you on delivery to your site; title passes when you have paid for it in full. Until then you keep it insured and in good condition.
- Warranty. Hardware is made by third-party manufacturers (such as Hikvision). We pass on the manufacturer’s warranty and help you use it; our own warranty covers our installation workmanship for 90 days unless your order says otherwise.
- Life safety. Access control must never stand between people and safety. You must make sure every controlled door allows free exit in an emergency and complies with fire, building and accessibility codes, and you must not rely on the Services as a life-safety, fire or intrusion-alarm system.
- Biometrics and cameras. Where a Solution uses face recognition or cameras, you are the controller of that data. You must display the required notices, obtain explicit (and where required, written) consent before enrolling anyone, offer a non-biometric alternative where the law requires, honour withdrawals and deletion requests, and follow the retention settings and local laws on surveillance and biometric data.
- Support. Support hours, response times and any service levels are those in your order.
8. Acceptable use
You will not, and will not let anyone else:
- use the Services in breach of any law, including laws on privacy, consumer protection, anti-money-laundering, sanctions, export control and telecommunications;
- upload malware, attack, probe or overload the Services, or bypass their security or usage limits;
- infringe anyone’s intellectual property, privacy or other rights, or upload unlawful, deceptive or harmful content;
- use the Services to track, profile or identify people without a lawful basis, or to discriminate unlawfully;
- resell or provide the Services to third parties except as your order allows; or
- use the Services where their failure could lead to death, personal injury or severe environmental damage, unless we have agreed that use in writing.
9. Customer Data and privacy
You own your Customer Data. You grant us the rights we need to host, process and display it to provide, secure and support the Services, and to create aggregated, de-identified statistics that do not identify you or any person. You are responsible for the lawfulness of the Customer Data and for having the notices, consents and legal bases needed for us to process it. When we process personal data for you, we do so as your processor under the DPA. When your subscription or SOW ends, you may export your Customer Data for 30 days; after that we delete it, except where the law requires us to keep it.
10. Fees, payment and taxes
- Fees are set out in your order. Unless it says otherwise, invoices are due within 14 days, in the currency stated.
- Late amounts may bear interest at 1% per month or the maximum rate allowed by law, if lower, and after written notice we may suspend the Services until paid.
- Fees exclude taxes. You pay applicable VAT, sales, use and withholding taxes (grossing up any withholding so we receive the full amount), except taxes on our income.
- We may change subscription prices from your next renewal by giving at least 30 days’ notice.
- Fees are non-refundable except as these Terms or your order say, or as the law requires.
11. Subscriptions, renewal and cancellation
Subscriptions renew automatically for the same period unless either of us cancels before the renewal date, in the product or by email. Store subscriptions are managed in your store account. If you are a consumer in the EU, UK or another place that gives you a right to withdraw from an online purchase, you may do so within 14 days unless you asked us to start the service immediately and acknowledged that you lose the right once it is fully performed; for partly used services we refund the unused part.
12. Third-party services
The Services work with banks, payment providers, app stores, cloud providers, device manufacturers and other third parties. Their services are governed by their own terms, and we are not responsible for their availability, accuracy or acts. If a third party changes or withdraws a service we rely on, we will try to offer a reasonable alternative, and may change or end the affected feature.
13. Intellectual property and feedback
Except for Customer Data and Deliverables you own under section 6, all rights in the Services, the ACTOR name and marks, and ACTOR Materials belong to ACTOR or its licensors. No rights are granted except those these Terms state expressly. If you send us suggestions, we may use them freely without obligation to you.
14. Confidentiality
Each of us will use the other’s non-public information only to perform under these Terms, protect it with at least reasonable care, and share it only with people who need to know and are bound by similar duties. This does not apply to information that is or becomes public without breach, was already known, is independently developed, or is lawfully received from someone else. Disclosure required by law is allowed after notifying the other party where lawful. These duties last for five years after the relationship ends, and for trade secrets as long as they remain secret.
15. Warranties and disclaimers
We will perform the Services with reasonable skill and care, in line with good industry practice and the documentation. If they do not, tell us and we will re-perform or fix the non-conforming part, or, if we cannot, refund the fees paid for it — this is your main remedy for a breach of this warranty.
Otherwise, and to the extent the law allows, the Services are provided “as is” and “as available”, and we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not promise that the Services will be uninterrupted or error-free, or that recognition, matching or routing will be correct in every case. Nothing in these Terms limits the rights consumers have under mandatory consumer protection law.
16. Limitation of liability
To the extent the law allows: neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data, however caused; and each party’s total liability arising out of or relating to these Terms and the Services in any 12-month period is limited to the fees paid and payable by you for the Service giving rise to the claim in the 12 months before the event.
These limits do not apply to your payment obligations, to either party’s liability for breach of confidentiality, infringement of the other’s intellectual property, or its indemnity obligations, or to liability that cannot be limited by law — including for death or personal injury caused by negligence, and for fraud or wilful misconduct.
17. Indemnities
We will defend you against third-party claims that the Services, as provided by us, infringe that third party’s intellectual property rights, and pay the resulting damages and costs awarded or agreed in settlement. If such a claim arises, we may obtain the right for you to keep using the Service, modify it to be non-infringing, or end it and refund prepaid fees for the unused period. This does not cover claims caused by Customer Data, third-party products, your modifications or combinations, or use in breach of these Terms.
You will defend us against third-party claims arising from Customer Data, your use of the Services in breach of these Terms or the law, or your failure to obtain required consents and authorisations (including biometric consents and bank-account authorisations), and pay the resulting damages and costs.
The indemnified party must notify the other promptly, let it control the defence and settlement (no settlement may admit fault for the indemnified party without its consent), and give reasonable help.
18. Suspension and termination
We may suspend access immediately, and only as far as needed, if your use threatens the security, integrity or availability of the Services or other customers, is unlawful, or if payment is overdue after notice. Either party may end an order by written notice if the other materially breaches it and does not cure the breach within 30 days, or becomes insolvent. You may stop using a Product at any time. On termination, licences end, you pay for Services performed up to that date, and sections that by their nature should survive — including 6 (ownership), 9 (data export), 13–17 and 20–22 — survive.
19. Compliance
Each party will comply with anti-bribery and anti-corruption laws, sanctions and export-control laws that apply to it. You confirm that you are not, and are not owned or controlled by, a person subject to sanctions of the United Nations, the United States, the European Union, the United Kingdom or Vietnam, and that you will not use the Services in or for a sanctioned country or party.
20. Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, government action, failures of banks, payment networks, telecommunications or power grids, or large-scale cyberattacks — provided it takes reasonable steps to limit the effect and resumes performance as soon as possible. This does not excuse payment obligations.
21. Governing law and disputes
These Terms and any dispute arising from them are governed by the laws of Vietnam, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
We will first try to resolve any dispute in good faith by negotiation for 30 days after written notice. If that fails, the dispute will be finally resolved by arbitration at the Vietnam International Arbitration Centre (VIAC) under its rules, by one arbitrator, seated in Hanoi, in English (or Vietnamese if both parties are Vietnamese). Either party may seek urgent interim relief from a competent court.
If you are a consumer, you also keep the protection of the mandatory laws of the country where you live and may bring proceedings in its courts; the arbitration clause above does not deprive you of that.
22. General
- Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all of its business. We may use subcontractors and remain responsible for them.
- Notices. Notices to us go to hello@byactor.com; notices to you go to the email on your account or order. Notices of breach or termination must be in writing.
- Entire agreement. These Terms, your orders, the DPA and the policies they refer to are the whole agreement on their subject and replace earlier discussions. Terms on your purchase orders do not apply.
- Severability and waiver. If a provision is unenforceable, the rest remains in effect and the provision is applied as far as the law allows. Not enforcing a right is not a waiver of it.
- Independent parties. We are independent contractors; nothing here creates a partnership, agency or employment relationship. There are no third-party beneficiaries except as section 4 states.
- Language. These Terms are published in English and Vietnamese. If they differ, the English version prevails, unless the law that applies to you requires another language version to prevail.
23. Changes to these Terms
We may update these Terms as our Services and the law change. We post the new version here with a new date. For material changes that affect current customers, we give at least 30 days’ notice by email or in the product; changes then apply from your next renewal or order, unless they are required by law sooner. If you do not agree, you may stop using the affected Service before the change takes effect.
24. Contact
Questions about these Terms: hello@byactor.com.