Rapyd Terms and Conditions - Business Account (Hong Kong)

Terms and Conditions 

Effective from: 27 March 2024

Welcome to Rapyd!

These Terms and Conditions (the “Terms”) are legal Terms between the Rapyd entity relevant to your location set out in Schedule 1 (Contracting Entity) or any of their affiliated companies (further referred to as “Rapyd”, “we” or “our”) and you, our merchant (further referred to as the “you” or “Merchant”) who registered to receive certain payment processing and/or electronic money services, and other related services such as card issuing and other business services that may be offered by Rapyd and its affiliates as further described below. T

Capitalised terms in these Terms are defined in Schedule 8 (Definitions). 

1. Who are we and how exactly do we operate?

1. 1. 1. Rapyd is a group of legal entities that provide the Services to you. Depending on the type of Service we provide to you and the jurisdiction of your operation (as set out in Schedule 1 – Contracting Entity), different legal entities may be providing you with the Services. You authorise the relevant entity to perform regulated financial services to you in connection to the use of the Services. 
      2. Please note the following:
         1. Rapyd also works with a variety of its Network Partners to provide additional or ancillary regulated financial services as further described in Rapyd Network Rules which we encourage you to read and familiarise yourself with.
         2. Rapyd is NOT a bank! Using the Services is not the same as depositing or withdrawing funds. There may be other safeguarding procedures applicable to your Services under Schedule 7 (Region Specific Terms), if applicable. As per regulatory requirements, funds held for you will not earn any interest.
      3. Get in touch. You can contact our customer support through the following channels: 
         1. via the Portal; 
         2. via email to support@rapyd.net; or
         3. write to us at the relevant entity address listed in Schedule 1 (Contracting Entity).

2. Scope

1. 1. 1. Coverage. These Terms describe the terms and conditions that apply to your use of the Services and Portal. Schedules to these Terms form an integral part of these Terms but may be amended as further detailed below. The definitions included therein shall also apply to these Terms. 
      2. Acceptance of these Terms. You acknowledge and agree that to access or use any Services you, and all Authorised Users, must abide by these Terms. You are responsible to read and familiarise yourself with all terms that apply to the Services as described below. If you do not understand any of the provisions of these Terms, please contact us before using the Services. Note that by using our Services or by clicking ‘accept’ (or any similar action such as ticking the box), you are agreeing to be bound by these Terms. Note that any reference to you may also include a reference to your Authorised User(s), if the context so requires and whether or not these Terms refer directly to Authorised Users.
      3. Region Specific Terms. Your use of the Solutions and Services may also be subject to region specific requirements with reference to your jurisdiction of incorporation. Please refer to Schedule 1 (Contracting Entity) of these Terms and Schedule 7 (Region Specific Terms) for details. Please read these Terms and the relevant Region Specific Terms carefully.
      4. Additional terms which may apply. Please note that there may be additional terms which are controlled by our Network Partners. Such terms may apply to you when you transact in which case you may see a reference to such terms on or before you execute Transactions. Please review all such terms regularly in order to ensure that you are aware of, and comply with, the applicable requirements. 
      5. Priorities. In case of any discrepancies or inconsistencies between the provisions of these Terms, the Region Specific Terms, and the Network Rules, the following order of priorities shall apply:
         1. The Region Specific Terms;
         2. The Network Rules; and
         3. These Terms.
      6. Our Acceptance of you as a Merchant. Our obligations under these Terms are conditional upon our acceptance of you as a Merchant, which is made at our sole discretion. We reserve the right to decline to provide the Services, and to restrict or limit your usage of any Service or the Portal, at any given time, without specifying a reason. For the avoidance of doubt, no Services shall commence until we have completed our compliance checks (as further detailed in Clause 4).
      7. Amendments to these Terms with notice. We reserve the right to amend these Terms. We will post the amended terms in the relevant section of our Website and, unless otherwise provided – if the changes are material – give you no less than two (2) months prior written notice via email or the Portal. Such amendments will become effective on the date specified in the notice and an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice. Amendments will be deemed to be accepted by you, where you do not, before the proposed date of entry into force of the amendments, notify us of the contrary. If you do notify us of the contrary your notification will be deemed to be a notice that you wish to close your Account and terminate these Terms on the date on which the changes are to take effect. 
      8. Immediate amendments. We may, at our sole discretion, amend, revise or update these Terms, the Services and Fees, the Solutions, and any additional or supplementary terms that may apply. If we add a new product or service that does not change the terms for your use of our Services, add extra functionality to your existing Services, reduce Fees, are required to make an amendment to comply with Applicable Laws or or any other amendment which neither reduces the your rights nor increases your responsibilities, we may update these Terms effective immediately, without any prior notice. We will post the amended Terms in the relevant section of our Website, with the date of the last update indicated at the top. You should check our Website regularly to make sure you are familiar with any updates. Any such change will not affect any Transaction that was initiated prior to the effective date of such change. If you continue to use the Services after the effective date, it shall constitute your consent to the changes and the updated Terms. 
      9. Changes to or suspension of Solutions and Services. We reserve the right to change, suspend or discontinue any aspect of the Services at any time, including part of the Services and including hours of operation or availability of the Services or any of the Solutions’ features, without notice and, save where otherwise specifically provided in these Terms, without liability.
      10. Access to Terms. You can access and view these Terms, as amended, at any time via the Portal or via our Website. You can request a paper copy from us by contacting us.

3. Our Solutions and Services

1. Sign up for a Rapyd Account. In order to use our Solutions and Services you must complete our sign up process. As part of our sign up process you must:
   • Register an email address and mobile number;
   • The country where your business is registered; and
   • Set a password
2. Activate your Account. Before you can fully activate your Account you need to verify your account in the Portal by providing information on the company and the Primary Authorized User who must be authorized to sign on behalf of the business.
3. Services. The Rapyd services covered by these Terms include the following:
   

   Services	Reference
   Rapyd Collect	[Schedule 3]
   Rapyd Disburse	[Schedule 4]
   Rapyd Virtual Accounts	[Schedule 5]
   Rapyd Card Issuing	[Schedule 6]

4. Solutions. The Services will be available to you via various Solutions as set out when you sign up to the Portal. The availability and structure of the Solutions may differ depending on your location. 
5. Services structure. The Services available to you will depend on your location and which Solution you choose when you sign up. Once you have signed up, the related Services will be accessible to you and your Authorised Users via the Portal.
6. Permitted Merchant Products 
   1. Information on Merchant Products. The acceptance by Rapyd of you as a customer is strictly dependent on information provided by you and your description of the Merchant Products. You warrant and undertake that it is your sole responsibility to provide us with true, accurate and up-to-date information about the Merchant Products and your use of the Services. You represent and warrant that you have obtained all necessary regulatory approvals, certificates and licences to sell your Products. You are solely responsible to ensure that your Products are compliant with the Network Rules and/or and Applicable Laws.  
   2. Notification of Changes. If there are any changes to your Merchant Products, you must notify Rapyd, in writing, for approval to continue to use the Services and Portal (see under Clause 1.3), at least one week before such changes are scheduled to take place. The notification duty equally applies if you offer new categories of items for sale, new categories of services or ceases selling items or services or open or close your physical site or website for accepting Payments.
   3. Prohibited and Restricted Merchant Products. 
      1. You agree not to use the Services for Merchant Products where it is prohibited or restricted as detailed in the Prohibited and Restricted List (which we can update at our sole discretion). 
      2. You must not engage in activity that Rapyd or our Network Partners reasonably believe to be illegal, disreputable or may damage the reputation or brand of Rapyd or any other Network Partner. You are fully liable for any fines that may be levied in respect of illegal or brand damaging activity, including but not limited to fines imposed on Rapyd for activities undertaken by you
7. Use of Rapyd Services
   1. Use of Rapyd Technology. Rapyd has developed and provides access to the Rapyd Technology that may be used to access the Services. The Rapyd Technology may solely be used for the purposes set out in these Terms We reserve the right to update the Rapyd Technology and documentation from time to time, and may add or remove functionality. We will provide you Notice in the event of material changes so that you may continue using the Services with minimal interruption.
   2. Services at your own risk. You acknowledge that the Services provided by Rapyd under these Terms, including, without limitation, your use of the Portal and the Solutions, are provided on an “as-is” and “as-available” basis. We do not warrant that the Services will be error-free or uninterrupted.
   3. Lawful use. You must use the Services (including the Portal) in a lawful manner, and must obey all Applicable Laws. You warrant that you shall not perform or allow to be performed any actions detrimental to the security or performance of the Services, or any actions which will result in the degradation of Service for any other Rapyd’s users. You are also responsible for ensuring that any of your affiliates, third party agents, and any other designated persons (including your Authorised Users) acting on your behalf comply with all Applicable Laws. You may only use the Services for legitimate Transactions with your Customers. You must not initiate Transactions for or on behalf of a third-party.
   4. Regular logins. It is your responsibility to login to the Portal regularly and review any communications and notices addressed for you including unauthorised or erroneous Transactions, or any other notices regarding the Services or the Solutions. 
   5. Inactive or dormant Account: If you do not actively use our Services we may consider you to be inactive. Inactivity means that you have not logged into the Portal for six (6) months or if you have not carried out any Transactions for six (6) months in respect of the Account, in which case we reserve the right to charge you a recurring fee, disable or suspend the Services. You may be able to request to reactivate the Services in which case we will have the sole discretion to decide whether or not to accept your request. In order for us to do so, we may require you to provide information regarding the circumstances surrounding your inactivation. In any case, we shall have the right to terminate the Services or your contract in case of inactivity that has lasted for twelve (12) months. We will make reasonable efforts to notify you before we suspend or terminate the Services or your contract.
   6. Funds on a dormant Account: If you leave any funds dormant and you do not give us instructions where to send them, we may be required by law to deem the funds to be abandoned by you. To the extent required by law, we will attempt to provide you notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property or under the Applicable Laws. If we are unable to contact you, we will treat the funds to be abandoned. This may mean we need to deliver them to the appropriate government authority in accordance with Schedule 7 (Region Specific Terms). 
   7. Rapyd as an independent service provider. You acknowledge that Rapyd acts only as your independent service provider under these Terms. Rapyd shall not be deemed as your trustee or agent or trustee. This also applies with respect to our Network Partners. Rapyd does not guarantee or ensure that Transactions processed shall be completed. Rapyd assumes no liability to or in respect of any of Merchant Products or any other part of your business and Rapyd shall in no way be liable for any defect, disruption, failure or unavailability of or relating to Merchant Products. You warrant and undertake that you will address all queries and resolve any disputes regarding Merchant Products with your Customers and any other Customer issues that may arise in accordance with Clause 20. You further agree and acknowledge Rapyd assumes no liability with respect to services provided by our Network Partners and Third Party Providers.

4. Compliance Obligations

1. Registration and compliance checks
   1. Provision of information. In order to enable us to comply with anti-terrorism, financial services and regulations and Know Your Customer (‘KYC’) requirements imposed by Applicable Law, you shall provide information about you and your company, your activities, authorised signatories,, your Representatives, or any other information reasonably requested by us (“KYC Information”). Such information is also required to ascertain the risk of you as our Merchant, and in certain circumstances also the risk of your Customers. You warrant unconditionally that all information provided shall be true and correct, not misleading, and up-to-date.
   2. Until you have submitted, and Rapyd has reviewed and approved, all applicable KYC Information, the Services may be available to you on a preliminary basis only, and Rapyd may terminate these Terms at any time and for any reason during this time period.
   3. Risk Assessment. Rapyd reserves the right to perform a risk assessment of you at any time. If, on the basis of the risk assessment, Rapyd deems it necessary, Rapyd may, with immediate effect:
      • demand a guarantee, collateral or other type of security
      • withhold your settlement in whole or in part
      • extend the settlement period for all or part of your revenues
      • establish a risk and/or chargeback fee that you will be required to pay
      • amend or terminate the Agreement
   4. Notification of Changes. You will provide Rapyd with at least three (3) Business Days prior written notice of any change of the KYC Information. Further you are required to inform us on any insolvency event or any actual or impending change in your business in line, including changes to your Merchant Products in line with 3.4.2, or at least as soon as practically possible. Changes in accordance with this section may result in a new risk assessment (cf. Clause 4.1.3. (Risk Assessment)).
   5. You must at all times conduct your business in line with applicable law in all regions you offer your Merchant Products, including but not limited to seeking necessary approvals, permits, consents, licences, authorisations, permissions, certificates and statutory agreements required from any competent authority and all consents, approvals and agreements from and with third parties necessary for the conduct of your business. If your authorisation for conducting the business is withdrawn by an appropriate competent authority you shall notify us with at least three (3) Business or as soon as reasonably practicable.
   6. Rapyd checks; Additional information
      1. Additional Checks. You agree that Rapyd may run further checks on your identity and, if required, your Representatives’ creditworthiness and background by contracting and consulting relevant registries and government authorities. 
      2. Additional Information. You further agree that Rapyd may at any time request additional information for risk and compliance purposes or as required by Applicable Law. In order to use the Services, You must cooperate with Rapyd and submit such additional information within three (3) Business Days upon Rapyd request.
      3. Network Partner Compliance. You further acknowledge and agree that you may also be subject to our Network Partners compliance and regulatory requirements and the provision of the Services by Rapyd may be subject to the fulfilment of such requirements.
      4. We may, at our sole discretion, terminate, limit access, suspend or decline to provide the Services, if any obligations under this Clause 4 have not been fulfilled or Rapyd has reasonable grounds to believe that you, your Representatives, Customers or anyone related to you do not meet our compliance requirements. 
2. Imposing Compliance Obligations. During the duration of these Terms and in order to comply with Applicable Laws, Rapyd may – in addition to the obligations set out under this Clause 4 – impose certain compliance obligations on you, including, without limitation: (i) respecting certain Transaction limits that Rapyd and/or its Network Partners may set, (ii) monitoring Transactions for fraudulent, illegal or suspicious activity, (iii) requesting you to facilitate the collection of relevant KYC information of your Customers that Rapyd may require for compliance with the Applicable Laws or other purposes. Such additional obligations shall in no way limit or derogate from your obligations under these Terms.
3. Transaction Monitoring, Risk Management 
   1. Transaction Monitoring. Rapyd monitors authorisations and transactions received from you. Rapyd likewise monitors any transaction reported as being a dispute, Chargeback, or case of fraud. You agree and authorise us to monitor your Payment activities for managing our risks associated with your use of the Services. In reviewing your Payments, we may request you to provide information or records with respect to the Payments if, in accordance with our internal risk management procedures, we have reasons to believe that there are high risk, unusual or suspicious activities. You will cooperate with us in the review, including providing access to your website or physical site. 
   2. Risk Management measures. At any time during or after the review, we may decide to take risk management measures, including suspending Settlement, limiting or restricting access to the Services by you. We may also limit or terminate the contract and your use of the Services if we, at our sole discretion, determine that your use of our Services poses unacceptable risk to us. You understand and acknowledge that we are not obligated to perform any risk control or Payments monitoring for you, you shall conduct your own security and risk control. 
   3. Data Disclosure. You accept and understand that we may send all relevant data and information that you have provided us and/or information about you to our Network Partners and other relevant authorities due to investigations or audits performed on you. This information can be, but is not limited to, KYC Information, Transaction details, sales turnover, information on chargebacks and contracts and other documents.
4. Security and Privacy 
   1. Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us on you, your Authorised Users and your Customers.;
   2. You acknowledge and agree that your use of the Services, including, without limitation, any information transmitted to or stored by Rapyd is governed by the Rapyd’s Privacy Policy, insofar as it relates to such personal data. The Rapyd company providing the services to you (Contracting Entity) is responsible for processing your personal data and is the controller of your personal data. 
   3. You agree that both you and Rapyd act as an independent data controller regarding the personal data which forms part of Customer Data (or any similar term under the Applicable Data Protection Law).
   4. You shall maintain appropriate administrative, technical, physical, and organisational measures for the confidentiality, availability, integrity of Customer Data;
   5. You and your Authorised Users shall:
      • keep your usernames, passwords and other Portal login credentials safe;
      • take reasonable steps to ensure your access to the Services is safe;
      • comply with our reasonable instructions in relation to your use of our Services;
      • not do anything during or after the duration of these Terms which may result in the security of the Services being compromised;
      • inform us immediately if you suspect your Account or Customer Data has been compromised;
      • Report to us about any unauthorised use such as misuse, theft or unauthorised access to your username, password or other credentials; and
      • ensure that you have compatible hardware and software to use the Services, in order to access the Portal.
        

5. Fees

1. 1. 1. Fees & taxes. The Fees applicable to the Services are generally presented to you during the onboarding stage, displayed on our pricing page, set out in this Agreement or specifically agreed between us. The Fees include charges for Transactions, such as processing a payment, and for other events or services connected with your Account. All Fees of Rapyd are exclusive of VAT, withholding, and other taxes as applicable and all such applicable taxes are payable by you, if and to the extent they apply. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to Merchant Products, or for collecting, reporting or remitting any taxes arising from any Services. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Services, including the reporting and payment of any taxes arising in connection with Services. If you are required to deduct any tax from a payment to us, you must increase the amount payable so that we receive the amount that should have been received if no deduction had been required.
      2. Card Acquiring. You request a complete blending of Fees for payment card processing for all merchant service charges (MSC) for all payment card brands and categories irrespective of the underlying differences in interchange fees. If you do not understand the Fee Schedule or you have questions about Fees, or wish to receive unblended rates for payment card processing please contact us.
      3. Payment of Fees 
         1. Unless otherwise agreed with you, any and all Fees due to Rapyd under these Terms, will be deducted, or netted, from your balance with us and automatically forwarded to us. As a result, you will receive Transaction amounts minus any Fees owed to us. 
         2. If you are required to prefund a Transaction, you authorise Rapyd to directly debit such funds from your bank account held at any financial institution and/or your Rapyd Wallet, if applicable.
         3. You also authorise Rapyd to debit your bank account (including via ACH if applicable) held at any financial institution, the Reserve for any deficiencies, overages, Fees, including Chargebacks, Reversals, and any other amounts owed to Rapyd, or Rapyd may deduct such amounts from Settlement or other amounts due to you from Rapyd. Such authorization will remain in effect until after termination of these Terms and until Rapyd has received written notice terminating the authorization and all obligations to Rapyd have been paid in full.
      4. Rapyd’s right to secure its Fees. To secure payment of Fees owed to us, under these Terms, you grant to Rapyd a security interest and right to withhold or set off amounts in all now existing or hereafter acquired: (i) Transactions submitted to Rapyd for processing; (ii) receivable and payment rights relating to or arising from these Terms, including all amounts due to you (including any rights to receive credits or payments hereunder); (iii) accounts maintained with Rapyd (such as the Reserve) or any institution other than Rapyd, including any accounts in your the name of or for your benefit under these Terms; (iv) all transfers and funds transferred by you or withheld by Rapyd; and (vi) proceeds of the foregoing.

6. Foreign Exchange

1. 1. 1. Rapyd will provide currency conversion services to you at the Foreign Exchange Rate. The Foreign Exchange Rate may differ depending on the Services you use and the rate used by our Network Partners. Rapyd will notify you of the Foreign Exchange Rate at the time of the transaction or make it available to you by other means. 
      2. Rapyd reserves the right to change its Foreign Exchange Rate at any time.

7. Duration; Termination

1. Duration. These Terms are effective upon the date you first access or use the Services, including the transmission of a Transaction, accept the Terms, until terminated by you or us, in accordance with the following provisions. If you use the Services again or register for another Account, you are consenting to these Terms.
2. Termination rights. These Terms may be terminated as follows: 
   1. By you: you may terminate these Terms at any time, by giving us one (1) month notice; or (2) if your Account has become inactive as set out in Clause 3.7.5 (Inactive or dormant Account). 
   2. By Rapyd: we may terminate, or suspend the the Services and your ability to access funds in your Account, (as we deem fit, in our sole discretion) at any time by giving you:
      1. At least a two (2) months notice; or 
      2. Without notice and/or with immediate effect if one of the following applies:
         • we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Account
         • you use the Services in a prohibited manner or otherwise do not comply with, or breach, any of the provisions of these Terms or other terms applicable to any Service;
         • we have substantial grounds to believe that your activities (including the Merchant Products) may pose or create harm or loss to the goodwill of Rapyd and/or our Network Partners;
         • if you do not provide us with information required by us under these Terms, or we believe such information is false, incomplete, inaccurate or misleading;
         • if we suspect that you are engaged in fraudulent, money laundering, terrorism financing or other illegal activity;
         • if we believe that your Account has been compromised;
         • if you become the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership or similar action for the benefit of creditors;
         • if there is a risk that your Merchant Services are not, or are no longer, compliant with Applicable Laws, including in the event that your applicable compliance obligations have not been satisfied;
         • if we are required to do so under the Applicable Laws or by request of governmental authority or Network Partner;
         • if there is a change in any applicable laws, the effect of which is that Rapyd cannot lawfully provide the Rapyd Service without obtaining additional licenses; or if your Account is deemed inactive as set out in Clause 3.7.5 (Inactive or Dormant Account).
3. Effect of Termination 
   1. Termination does not immediately relieve you of obligations incurred by you under these Terms. Upon termination, you agree to: (i) complete all pending Transactions, (ii) stop accepting new Transactions, (iii) stop sending Payouts and (iv) stop using our Services in any other way.
   2. Upon termination of these Terms, the following shall apply, unless otherwise determined by us:
      • All Fees owed to us will become payable;
      • In relation to funds held with us at the time of terminating the Services we shall ask you to withdraw your funds in full, subject to our right of set-off and our right to hold the Reserve or other amounts, as we deem fit, for risk purposes during which the Portal will be accessible for the purpose of withdrawing the remaining balance only;
      • The access to the Portal will be available for additional 30 days (or any additional time which may be required to complete Settlements or your pending Transactions) after which the Services will cease to operate. The rights of each party towards the other which may have accrued up to the date of such termination or expiration, and the provisions of these Terms that are by their nature surviving termination, shall remain in force after the termination or expiration of these Terms.
4. No termination if under investigation. You may not terminate the Services to evade an investigation. If you attempt to terminate the Services while Rapyd is conducting an investigation, we may freeze the Services or block your Account to protect all parties to the Services, affiliates, Rapyd’s users or a third party against any liability. You will remain liable for any obligations related to your Services even after they are terminated.
5. Partial termination. Please note that if we terminate some of the Services, for example Collect or Disburse) these Terms will continue to apply with respect to the non-terminated Services to the fullest extent.
6. Your continued or renewed use of the Services after all pending Transactions and/or Payouts have been processed serves to renew your consent to the terms of these Terms.

8. Representations and Warranties

By accepting these Terms, you represent and warrant that you and your Authorised Users: (a) are eligible to register and use the Services and have the authority to execute and perform the obligations required by these Terms; (b) provide us with accurate and complete information, and were not obtained by you unlawfully; (c) will comply with all Applicable Laws to your use of the Services; and (d) will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

9. Indemnification

1. Rapyd Indemnity. We agree to defend, indemnify and hold you harmless from and against and in respect of Losses to the extent arising directly and solely out of a claim by a third party alleging that the use of the Services as permitted under this Agreement infringes such third party’s patent or copyright or misappropriate such third party’s trade secrets. If the Services become, or in Rapyd’s opinion are likely to become, the subject of such a claim, Rapyd may in its discretion and at its own expense: (a) obtain for you the right to continue using the Services; (b) modify the Services so that they no longer infringe or misappropriate; or (c) terminate these Terms. This Clause 9.1 states Rapyd’s entire liability and your exclusive remedy for any claim of intellectual property rights infringement or misappropriation.
2. Your indemnity. You agree to defend, indemnify and hold harmless Rapyd, our Network Partners and Third Party Providers we rely on from and against and in respect of any and all Losses arising out of: (i) breach of these Terms; (ii) breach of the Applicable Laws; (ii) Chargebacks; (iii) your negligence or willful misconduct in the performance of your obligations under the terms with Network Partners; and (iv) any inquiries, investigation or actions by Network Partners, any governmental body related to the Services or Third Party Providers related to the Services. 
   1. In addition, and without limitation to the above, you shall promptly reimburse Rapyd for any amount erroneously received following your or your Customers’ Transactions. 

10. Exclusion and Limitation of Liability

1. Nothing in these Terms will limit or exclude any Losses: (a) for death or personal injury resulting from negligence; (b) for negligence, wilful misconduct, fraud or fraudulent misrepresentation; or (c) that is in any way not permitted under Applicable Laws.
2. The exclusions and limitations of liability set out in this Clause 9 and elsewhere in these Terms:
   1. govern all Losses arising under these Terms or relating to the Services, including Losses arising in contract, in tort (including negligence), under strict liability and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms;
   2. apply regardless whether or not such Losses were foreseen or foreseeable, and whether we have been advised of the possibility of such Losses; and
   3. are subject to Clause 10.1.
3. Exclusions. None of us and our affiliates, our Network Partners, Third Party Providers or our Representatives, shall be liable to you or any other person for or in respect of: (a) any special, indirect, punitive, exemplary, incidental or consequential loss or damage; (b) any loss of revenue, income, profits or anticipated savings; (c) any loss of business, contracts or opportunities; (d) any loss or corruption of any data, database or software; and (e) a situation or event described in Clause 14 (Force Majeure) or a delay resulting from such situation or event.
4. Limitations. The aggregate liability attributable to us and our affiliates, including each of our Representatives, under these Terms in respect of Losses arising out of any event or series of related events shall not exceed the greater of the total amount paid by you to us under these Terms in the twelve (12)-month period preceding the commencement of the event or events.
5. If you make any claim against us for any Losses and those Losses are contributed to by your own or a third party’s actions, then our liability for your Losses will be apportioned as is appropriate having regard to the respective responsibility for the Losses, and the amount you may recover from us will be reduced by the extent of your or the third party’s contribution to those Losses.
6. You agree not to bring any claim in contract, tort (including negligence), breach of statutory duty or otherwise against any of our directors, officers, members and employees in respect of these Terms.

11. Confidentiality

1. Each party shall keep the other party’s Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under these Terms; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 10.
2. The provisions of this Clause 11 shall not apply to any Confidential Information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this Clause); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality terms with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) the parties agree in writing is not confidential or may be disclose; or (e) which Rapyd is required to disclose under the Applicable Laws.
3. Notwithstanding Clause 11.1, we may disclose your Confidential Information to our employees, professional advisers, insurers, agents and subcontractors, as well as those of our affiliates and other Rapyd group companies, Network Partners and Third Party Providers, who have a need to access your Confidential Information for the performance of their obligations with respect to these Terms.
4. Responding to Legal Process Rapyd may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Applicable Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. Rapyd is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

12. Intellectual Property Rights 

1. Rapyd and its licensors own all Intellectual Property Rights in or relating to the Services and the Rapyd Technology, as well as any content, data or material supplied as part of the Services. Rapyd grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free limited licence to use the Rapyd Technology in accordance with these Terms for purposes of using the Services. You (or your Authorised Users) may not rent, lease, alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Rapyd Technology. Upon expiration or termination of these Terms you will immediately cease all use of any Rapyd Technology. Other than the express licences granted by these Terms, Rapyd grants no right or licence to you by implication, estoppel or otherwise to the Services or any of its Intellectual Property Rights. 
2. You hereby grant to us and our Network Partners a non-exclusive, sublicensable, worldwide, royalty-free, delegable, transferable licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of our contractual obligations and the exercise of our rights under these Terms. You also warrant that the Customer Data will not infringe any intellectual property rights or other legal rights of any person, and will not breach Applicable Laws in any jurisdiction. 

13. Assignment and Subcontracting

You may not transfer, assign, sell or delegate any rights or obligations you have under these Terms without our written consent. We reserve the right to transfer, assign, subcontract or delegate these Terms or any right or obligation we have under these Terms, including to our affiliated companies without your prior consent and with respect to any transfer or assignment that we may initiate, by providing a written notice to you of such transfer.

14. Force Majeure

In the event that Rapyd shall be delayed or hindered or prevented from the performance of any act required under these Terms by reason of strikes, lock-outs, labour troubles, failure of power, riots, acts of terrorism, insurrection, war, mud-slide, fire, earthquake, tsunami, epidemic, pandemic, or where such act or omission is due to our obligations under provisions of Applicable Laws, or other similar reasons of a like nature not the fault of Rapyd, delayed in performing work or doing acts required under these Terms, Rapyd shall as soon as reasonably practicable provide notice to you of such delay, and performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. We will not have any liability to you where we are unable to perform our obligations because of factors beyond our control. If an event of force majeure affecting Rapyd continues for an unreasonable period as determined solely by Rapyd, we may terminate these Terms in part or whole.

15. Governing Law and Jurisdiction

1. Governing Law. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the relevant Contracting Entity. 
2. Jurisdiction. You agree that the courts of the relevant Contracting Entity, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

16. Set-Off

Without derogation to our rights under Clause 5 (Fees), you agree that we are entitled, at any time and without prior notice to you, to combine or consolidate the available balance maintained by us for you, even in different wallets and currencies, and set off or transfer any money standing to the credit of any such account in or towards Settlement (whether in full or in part) of any amount owed by you to us in connection with any Transactions. You further authorise us to debit your Account held with us for any deficiencies, overages, Fees, fines, pending Chargebacks or Reversals and any other amounts owed to us. You further authorise us to cover any shortfalls in your Account from funds stored in any of your other accounts held with us, in any other currency. Such authorization will remain in effect until after termination of these Terms and until all obligations to us have been paid in full. 

17. No Partnership

Nothing in these Terms serves to establish a partnership, joint venture, association, employment, or other agency relationship between you and Rapyd. 

18. Entire Terms

1. These Terms together with the Schedules constitute the entire agreement between you and us with respect to the subject matter and supersedes any previous terms, agreement or arrangement relating to the subject matter of it (and any document referred to in it).
2. Each party agrees and acknowledges that it has not relied on or been induced to enter into these Terms by a warranty, statement, representation or undertaking which is not expressly included in these Terms.

19. Communication and Notices

1. Electronic Communications. By registering to our Services, you agree that such registration constitutes your electronic signature and you consent to electronic provision of all disclosures and notices from Rapyd, including those required by Applicable Law. It is your responsibility to keep your contact information, including your primary email address, current. You can update your primary email address and other contact information via the Portal or contact us as provided under Clause 1.3.
2. Electronic Consent. If Rapyd requests, you will execute communications electronically. You also agree that your electronic consent will have the same legal effect as a physical signature. 
3. Notices. You consent to electronic provision of all disclosures and notices from Rapyd, including those required by Law. That means that Rapyd can provide notices regarding the Services to you by posting them on our Website, through the Portal, sending a text message to the mobile phone number listed in the Portal or by mailing notices to the email or physical addresses identified when you sign in. Notices may include notifications about the Services/Solutions, changes to the Services/Solutions, or other information Rapyd is required to provide to you. You also agree that electronic delivery of a notice has the same legal effect as if Rapyd has provided you with a physical copy. Unless otherwise stated in the Terms, notices shall be deemed to have been received by you within 24 hours of the time a notice is either posted to the Website, Portal, or emailed to you.
4. Paper Copies. You can request paper copies of electronic communications from us by contacting us. In your request, please specify the notices you would like to receive in paper form, and your current mailing address.

20. Safeguarding

1. Pursuant to Applicable Laws, we have implemented commercially reasonable administrative and technical measures to protect and safeguard the funds collected in connection with the Services. When you pay us or transfer funds to pay us Fees, full ownership and title to these Fees transfers to us absolutely and such funds are considered as our funds. In accordance with Applicable Laws, we will not pay interest on funds paid to us including client funds held in segregated bank accounts and we may retain, for our own benefit, any interest which accrues from funds held in any accounts.

21. Complaints

1. You shall respond promptly to inquiries from our customers in accordance with these Terms and shall resolve any disputes amicably. If unresolved disputes occur with a frequency unacceptable to Rapyd we may terminate the agreement in accordance with the Terms. Rapyd reserves the right to charge you reasonable fees and reimbursement on account of excessive inquiries, refunds or chargebacks.
2. Any complaints by your Customers to you regarding Merchant Products and any other customer issues that may arise shall be settled by you and your customer. Rapyd is not liable for any claims arising from such complaints or the business relationship between you and your Customer and Rapyd shall not undertake any intercession under the circumstances that such claims arise. 
3. Unless as provided in the Region Specific Terms (Schedule 7) Rapyd will respond to any complaint from you regarding issues arising from or in connection with the Services within a reasonable time within the time period stipulated by law or if none stipulated as such, a reasonable period taking into account our internal processes and complexity of the issue.

22. Other Miscellaneous 

1. Third Party Rights. Except as expressly provided elsewhere in these Terms, a person who is not a party to these Terms shall not have any rights to enforce any term of these Terms.
2. Severability. If any provision of these Terms will be found to be invalid, illegal or unenforceable, such provision shall be deemed modified to the extent necessary to make the same valid and operative, or if it cannot be so modified, then eliminated, and the validity, legality, or enforceability of the remaining provisions will not in any way be affected or impaired thereby.
3. Failure. The failure by either party at any time to require performance of any provision hereof or to enforce any right with respect thereto shall in no manner affect its right at a later time to enforce the same and shall in no event be construed to be a waiver of such provision or rights, unless specifically made, in writing.
4. Governing Language. We communicate with you in English, unless we, in our absolute discretion, choose to communicate in another language, or unless we are required to communicate in a certain language by virtue of mandatory local laws.
5. Translations. In the event these Terms are translated into a language other than English for any purpose, the English version shall in all events prevail in the event of any differences, questions or disputes concerning the meaning, form, validity, or interpretation of these Terms.

Schedules which form part of these Terms:

Schedule 1: Contracting Entity

Schedule 2: Solutions

Schedule 3: Rapyd Collect

Schedule 4: Rapyd Disburse

Schedule 5: Rapyd Virtual Account 

Schedule 6: Rapyd Card Issuing

Schedule 7: Region Specific Terms

Schedule 8: Definitions 

Schedule 1 – Contracting Entity

The Services provided by the Rapyd entity named in the “Contracting Entity” column are intended for Merchants established and otherwise operating from the corresponding jurisdictions specified in the table below. 

Accessing the Services from outside of the relevant jurisdiction may be possible depending on your location but you are responsible for ensuring that doing so is not against the law in the country concerned. The Services offered and provided by a Rapyd entity may not include the full range of Services.

Schedule 2 – Solutions

 

Schedule 3 – Rapyd Collect

1. Description of Collect Services. Once you have set up your Portal, you may use Payment Methods to collect Payments from your Customers into your Rapyd Wallet as prompted in the Portal (either as a stand alone Rapyd Collect or through the Rapyd Business Account). The Payment Methods available to you may vary depending on your location. You may receive Payments through us in accordance with these Terms in any Supported Currency we have approved for you. 
2. Region Specific Terms. Region specific terms may apply to you and your use of these Services, as set out in Schedule 7 (Region Specific Terms). 
3. Payment Limits. Before we fully activate the Collect Services for you, we may set Payment limits for you based on information you submitted with respect to your anticipated trading volume, business activities and other factors, with reference to our internal risk management procedures. There are three (3) types of Payment limits which may be applied to you: (a) daily aggregate Payment limit; (b) monthly aggregate Payment limit; and (c) per individual Payment limit. Daily Payment limit and monthly Payment limit are the maximum total Payment value we will process for you on a daily and monthly basis, respectively. The per Payment limit is the maximum value we will process for you for each Payment you submit. We will not process any Payment when your applicable daily or monthly Payment limits have been reached. When you have passed our compliance checks and once we fully activate the Collect Services for you, the Payment limits do not apply. We reserve the right to adjust our risk management procedures, including the types of Payment limits, at any time.
4. Card Acquiring. One of the Payment Methods which applies to Rapyd Collect is Card Acquiring. Card Acquiring allows you to collect funds to your Rapyd Wallet through our Network Partners in one of our Supported Currencies, in which case the Card Acquiring Guidelines, which establish operational guidelines that apply to Card Payments in the Merchant’s payment solutions, shall apply. 
   1. You must only accept Card Payments and make refunds in respect of goods or services which have been supplied by you.
   2. You agree to operate and to comply with all relevant and applicable Network Partner requirements (i.e. Visa and Mastercard rules) and applicable Terms, and to process Card Payments as required in, and in accordance with these Terms. 
   3. For a Transaction to be approved by Rapyd, the Merchant is obliged to adhere to the operational guidelines described in the Card Acquiring Guidelines and, where applicable, any terminal user manuals.
   4. Transactions undertaken by the Merchant that do not adhere to procedures detailed in the operational guidelines in the Card Acquiring Guidelines and where applicable, any terminal user manuals, will be at Merchants liability and Rapyd may subsequently require the Transactions to be corrected or cancelled.
   5. Any Transactions accepted by Merchant which are in breach of these Terms, or such other requirements as Rapyd may communicate to you from time to time, and/or which are disputed by the relevant cardholder and/or card issuer, may be charged back to Merchant in accordance with clause 16.
   6. You are fully liable for all disputed Transactions and will be charged the full transaction amount and possible associated fees for such disputed Transactions.
5. Virtual Accounts. Another Payment Method which applies to Rapyd Collect is Virtual Accounts. Virtual Accounts allow you to collect funds to your Rapyd Wallet through our Network Partners through external bank transfers in one of our Supported Currencies.
6. Acknowledgement. You acknowledge and agree that a Payment is subject to compliance checks and approvals, and may become subject to a Chargeback or Reversal even after Settlement or termination of these Terms, or may be held, delayed, invalidated and/or returned for any other reason at our absolute discretion. Any Net Settlement Amounts are subject to any such event and you are required to pay to us:
   1. the full amount of the original Payment;
   2. any fines, levies and charges incurred by us in this respect; and
   3. any Chargeback or other costs.You acknowledge that if a Network Partner does not timely or correctly settle funds to Rapyd, Rapyd does not have any control over timely settlement or correction of incorrect settlement by Network Partner. Rapyd will however on request, on a best efforts basis (without guaranteeing a successful outcome) and on behalf of all of you, request settlement and/or correction of an error by a Network Partner.
7. Settlement Amount. Any Payments from Collect Services will be received by us from the relevant Network Partner and Settled to your Settlement Account. Subject to these Terms, we will pay the Net Settlement Amount to your Settlement Account. Rapyd reserves the right to withhold Settlement of Transactions if they are suspected to be fraudulent, related to illegal activities or likely to become subject to a Chargeback by Rapyd and/or the relevant Network Partner, until satisfactory completion of Rapyd’s investigation, that of the relevant Network Partner or that of a third party nominated by any of these parties. The Merchant will give its full co-operation to any such investigation.
8. Settlement Account. Notwithstanding any termination of these Terms, we may require you to keep your Settlement Account available for any open Settlements, Chargebacks, Reversals and other adjustments until all outstanding adjustments have been successfully processed in accordance with the Network Rules and these Terms. Please note with respect to each Settlement, a Reserve (if applicable) may be withheld from Settlement pursuant to Clause 23 (Reserve). 
9. Minimum Settlement Amount. We reserve the right to apply minimum Settlement amounts to your Settlement Account, which will be specified in the Portal. 
10. Settlement frequency. Depending on the Solution you have signed up for Payments processed as part of Rapyd Collect Services can be settled automatically or on demand. Subject to the Minimum Settlement Amount and Clause 12 (Acknowledgement) of this Schedule and notwithstanding any rights granted to us under these Terms, funds for automatic Settlement will be settled to your Settlement Account within seven (7) Business Days of receipt of the Payment and funds for Settlement on demand will be available in your Rapyd Wallet for Settlement one day after receipt of the Payment.
11. Settlement currency. As standard, Rapyd will process Payments and settle funds to your Settlement Account in the same currency in which the Payment was submitted for processing, provided that it is one of your Supported Currencies. 
12. Foreign Exchange Rate. Where the funds are not in one of the Supported Currencies, we offer you to execute the Transaction by performing a currency exchange in accordance with our Foreign Exchange Rate. 
13. Account Balance and Transaction History.You are responsible for checking your Account regularly. We rely on you to regularly check the Transactions history of your Account and to contact us immediately in case you have any questions or concerns.
14. Reconciliation. You are responsible for reconciling each and every Net Settlement Amount to ensure its accuracy and completeness. If you have any concerns about the Net Settlement Amounts, you must submit a written request within seven (7) Business Days of Settlement. Otherwise, except as explicitly provided in these Terms, you will be deemed to have accepted that Net Settlement Amount is correct, and you will no longer be entitled to raise any objections with respect to the amount.
15. Notwithstanding clause 13 above, in the event of an incorrect settlement to you which you are not entitled to in accordance with these Terms, Rapyd shall be entitled to subtract the amount from the subsequent amount referred for settlement or Rapyd Wallet. Furthermore, Rapyd shall be entitled to claim repayment without delay of such amounts or any other claim to which Rapyd is entitled against you.if your funds pending Settlement or Rapyd Wallet is insufficient to cover the shortfall. 
16. Errors and responsibilities. Unless as provided in the Region Specific Terms (Schedule 8), you must duly notify us promptly after becoming aware of any Payment which was not authorised by you or incorrectly executed. If you fail to communicate such events to us within the given deadline, you waive your right to make any claim against us or our Network Partners for the Payment in question. If we are responsible for a processing error, we will rectify the error. 
17. Refunds 
    1. If the Payment Method allows it, you may issue Refunds in relation to a Payment in accordance with the Network Rules, requirements of our Network Partners and these Terms. Unless specifically approved otherwise by us, Refunds encompass the up to the original amount of the Payment plus any applicable Fees surrounding the Transactions. We will debit the Refunds from your received funds pending Settlement, and if the amounts pending Settlement and your Rapyd Wallet (as applicable), are insufficient to cover the Refunds, you must transfer the shortfall amount to us as instructed; otherwise we may refuse to process the Refunds without incurring any liability. We reserve the right to charge you additional Fees and make Foreign Exchange Rates adjustments for processing a Refund.
    2. You should only make Refunds in respect of the Products you have provided. You may not provide Refunds to your Customer for a previously processed Payment using a different Payment Method than the method used for the original Payment. The amount credited to your Customers must not exceed the total amount of the original Payment.
    3. We may refuse to execute a Refund if it does not meet the conditions of these Terms or if it is prohibited by Applicable Law. If we do refuse to execute a Refund, within the time for processing the Refund we will notify you (i) (unless prohibited by Applicable Law) of the refusal, (ii) (if possible) the reasons for such refusal, and (iii) (where it is possible to provide reasons for the refusal and those reasons relate to factual matters) the procedure for correcting any factual mistakes that led to it. Any Payment Order that we refuse will be deemed not to have been received for the purposes of execution times and liability for non-execution or defective execution. 
    4. When we execute a Refund in accordance with details provided by you, the Refund will be deemed to have been correctly executed by us and any other financial institution or Network Partner involved. Where the details provided by you are incorrect, we are not liable for the non-execution or defective execution of the Refund, but we will make reasonable efforts to recover the funds involved in such a Refund.
18. Chargebacks. For Card Acquiring, any Payment submitted by you for processing which is in breach of this Schedule, the Card Acquiring Guidelines, or such other requirements as we may notify you from time to time, and/or which is disputed under the Network Rules, may be charged back to you. If there is any dispute or claim made against any Payments submitted by you for processing, or us or the Rapyd Collect Services pursuant to the Network Rules, we shall have complete discretion to decide whether or not to resist or defend any such dispute or claim, including whether to initiate any pre-arbitration or to compromise any such dispute or claim pursuant to these Terms and the Network Rules. We will notify you of our decision, which shall be binding on you. If you disagree with our decision, you must submit your objection, together with documents in support of your objection, in writing to us within three (3) Business Days of our notification to you. You shall, at your own expense, provide us with all reasonable assistance to resolve any dispute or dispute arising under the Network Rules. 
19. Actions by You. If we have reason to believe that there is a higher than normal risk associated with your Payments, including if there are a large amount of complaints from your Customers, investigations from regulatory authorities or other high risks event, in particular if we believe you have breached the terms of this Schedule 3 (Rapyd Collect), we may take various actions to avoid Refunds, Chargebacks, Fees, fines, penalties and any other liability from our Network Partners including (but without limitation) suspending your right to use Rapyd Collect, refuse or reverse Payments and chargers you a higher fees for your Payments
20. Adjustments to Chargeback handling Fees and fines. You agree and acknowledge that we may adjust your Chargeback handling fee rate and fines based on the risks associated with your Payments, taking into account the requirements set out in the Network Rules and of the Network Partners (including acquires) and Applicable Law. In particular, we may increase the processing fee for those portions of your Payments that we determine are high risks Payments in accordance with our RBA Pricing Table (if the high risks Payments processing fee rate has not been set out in the said schedule when you activate the Rapyd Collect Services, we will give you at least 14 days notice before the high risks Transaction processing fee rate takes effect). 
21. PCI-DSS compliance. You acknowledge that Card Acquiring may involve access to Cardholder Data in which case you may be required to demonstrate PCI-DSS compliance and the following provisions shall apply:
    1. You shall not have access to Cardholder Data through the Portal and shall not, under no circumstances, have access to Sensitive Authentication Data whether or not such data is masked or pseudonymised. 
    2. To the extent that you wish to store, process or transmit Cardholder Data, you must demonstrate full compliance with the PCI-DSS rules by providing Rapyd with an Attestation of Compliance (“AoC”) signed by a qualified security assessor (“QSA”) which can be found at the PCI Standard Council’s website in which case: (a) the level of PCI-DSS compliance should be determined by the QSA with a prior approval of Rapyd at its sole discretion; and (b) you must review and renew your PCI compliance on a yearly basis, and provide an updated AoC accordingly. 
    3. Under no circumstance shall Rapyd have any liability or responsibility towards you with respect to your compliance with the PCI-DSS including, and without limitation, whether or not you have been certified by a QSA to store, process or transmit Cardholder Data, your level of compliance, security measures undertaken, your responsibilities towards your Customers and so forth. 
    4. Non compliance with any of this Clause 21 may, without prejudice to Rapyd’s other rights and remedies, result in suspension of the Services or termination of these Terms.
22. Reserve. We may place a Reserve on funds held in your Account at any time where we reasonably believe there may be a higher than acceptable level of risk associated with you, your Account, your business model or your Payments. We may do this at our sole discretion for as long as we deem necessary. If we place a reserve on your funds we’ll notify you about it or make it visual to you in the Portal. If we changIe the reserve due to a change in our risk assessment, we’ll notify you about it as well. Reserves do not impact your ability to continue accepting Payments.
23. Security Interest. To secure your performance of this Schedule 3 (Rapyd Collect), you grant to us a legal claim to any funds held in the Reserve. This is known in legal terms as a “lien” on and “security interest” in these amounts held as part of the security for default.

Schedule 4 – Rapyd Disburse

1. Description of Disburse Services. Once you have set up your Portal and passed our compliance checks, you may instruct us to make a Payout by providing the details of the Beneficiary as prompted in the Portal. We will only process Payouts in Supported Currency. 
2. Region Specific Terms. Region specific terms may apply to you and your use of these Services, as set out in Schedule 7 (Region Specific Terms). 
3. Making a Payout. When you submit a request to make a Payout in accordance with the Terms, you are placing a Payment Order, consenting to us making the Payout and authorising us to make the Payout pursuant to applicable law.
4. Date of receipt of Payment Instruction. Your request to make a Payout shall be deemed to be received by us once you click “Confirm” (or similar prompt) in the Portal, except that where the request is received on a day which is not a Business Day, we may treat your request as having been received on the next Business Day.
5. Cancellations. You may not cancel a request to make a Payout once we have received it.
6. Details to be set out in the Payout request. Your request to make a Payout must confirm:
   1. the amount and currency of the money you wish to send pursuant to each Payout;
   2. the details of each Beneficiary which are to be the subject of each Payout, including the following: 
   3. full name and address of the Beneficiary; 
   4. the account details of the Beneficiary’s account; and 
   5. such other details that we request from you
7. Correct Payment Details. You must ensure that all the Beneficiary and payment details you enter when requesting to make a Payout are correct and complete. Providing us with accurate information is your sole responsibility. We will not be liable for any Payouts sent to the wrong Beneficiary or their account as a result of you providing incorrect payment details. Any charges incurred as a result of incorrect payment details may be charged to you. 
8. Incorrect Payment Details If you gave us incorrect payment details we will make reasonable efforts to recover the funds. We may charge a reasonable fee, reflective of our efforts, for doing this. If we are unable to recover the funds, and if you give us a written request for details, we will ask the payee’s account provider to give us details of the payee and we will pass these details to you.
9. Unique Transaction Number. Each Payout request is given a unique Transaction number which you can find in the Portal. You can quote this Transaction number when communicating with us about a particular Payout. 
10. Right to Refuse Payout. We may refuse to execute your Payout if:
    1. the Beneficiary and/or payment details you enter when requesting to make a Payout are incorrect and cannot be executed;
    2. the Beneficiary fails to pass our compliance checks;
    3. you do not have sufficient funds in your Rapyd Wallet;
    4. you exceed any applicable limits; 
    5. because we have reasonable grounds to believe the payment is unauthorised or fraudulent, or that there has been a breach of security affecting the Payout; or
    6. it is or we suspect that it is unlawful.In these circumstances, we will notify you, stating wherever possible the reasons for our refusal, and the procedure for rectifying any payment detail errors that led to the refusal but we reserve the right to charge you a fee to cover our reasonable costs for doing this. We are not obliged to notify you of our refusal to execute the proposed Transaction where we reasonably believe that such a notification would be unlawful.We may also refuse any Payout at any time for reasons we deem appropriate, provided that, upon request, we will provide the reasons for the refusal and steps for resolution of the problem at our sole discretion.
11. Time for delivery of proceeds of Payout. Where your request to make a Payout is compliant with these Terms, and subject to our right to refuse to make the Payout, we shall ensure that the amount of the Payout is credited to the Beneficiary’s payment service provider’s account.The timing of Payouts may depend upon the currency, Payment Method and Beneficiary account.
12. Timing of Payout. If you ask us to make a Payout to a Beneficiary, we will make the Payout as soon as reasonably practicable and, in any event, generally within one (1) Business Day after we receive your instructions. We do not have any control over the amount of time it may take for a Benfeiciary ’s bank or payment provider to credit funds to the Beneficiary.
13. Sufficient funds. In order to execute your Payout order, you must have sufficient funds in your Rapyd Wallet to cover the full Payout amount (plus applicable Fees). You specifically acknowledge that we may deduct or set-off the Payout amount and applicable Fees against any funds collected for you through Rapyd Collect and held by us in your Rapyd Wallet, without notice. 
14. Foreign Exchange. If the funds held in your Rapyd Wallet are not in a Supported Currency, you authorise us to convert such currency into the Payout currency (in which case our Foreign Exchange Rates may apply). 
15. Unauthorised or Incorrect Transactions. You are responsible for checking your Rapyd Business Account regularly. We rely on you to regularly check the Transactions history of your Rapyd Business Account and to contact us immediately in case you have any questions or concerns. If you do not notify us of any unauthorised or incorrectly initiated or executed Transactions or Transactions which have not been executed or were executed late or of certain charges and interest you are liable to pay as a result of such Transactions without undue delay, and unless provided in the Region Specific Terms (Schedule 7), at the latest within 13 months of the Payout, you will not be entitled to have the matter corrected or funds refunded. If you fail to communicate such events to us within the given deadline, you waive your right to make any claim against us or our Network Partners for the Payment in question. If we are responsible for a processing error, we will rectify the error.
16. Unauthorised payment, refunds and liability. We will refund you, where money belonging to you has been paid to someone else, without your authorisation. However, this is subject to the provisions of Clause 15 (Unauthorised or Incorrect Transactions) above, and in addition, there are circumstances in which we will not be obliged to refund you, or where the amount we have to refund is less than the full amount of the payment. The following rules will apply in deciding whether you are entitled to a refund (and if so, for how much):
    1. if you or your authorised users have acted fraudulently, you will have no right to a refund in any circumstances;
    2. if you or your authorised users have intentionally or with gross negligence compromised the security of the Services or your Rapyd Business Account, or failed to keep the details you use to access the Portal securely, you will be liable for all losses arising up to the time you notify us of the loss, theft or misuse of your details. “Gross negligence” means that something you have done or not done is very obviously wrong or careless. There may be special circumstances where you will not be liable (or not fully liable), even if you have acted intentionally or with gross negligence. If this is the case, we will tell you; and/or
    3. unless one of the rules above applies, if the unauthorised payment was caused by the loss, theft or misuse of the details used by you or your authorised users to access the Portal, your Rapyd Account or the Services, you may be liable for certain losses as set out in your relevant Region Specific Terms in Schedule 7 (Region Specific Terms) (unless you notified us of the loss, theft or misuse of your details before the loss occurred).
17. Where a payment has not been made, or has been made incorrectly or late. Subject to the provisions of Clause 15 (Unauthorised or incorrect Transactions), we will refund you where you have made a Payout request and we could not execute it, or we sent it to the wrong account. However, we will not be obliged to refund you in any of the following circumstances:
    1. if we processed the payment on time and in accordance with your request;
    2. if we can show that the Beneficiary’s account provider received the correct payment on time;
    3. if we or a Network Partner have reasonable grounds to delay processing your request under Applicable Law; or
    4. if it was not possible for us to process your request, due to circumstances beyond our reasonable control as explained in the Terms under the heading ‘Force Majeure’.
18. Returning funds to your Rapyd Wallet. In the event that a Payout is unsuccessful, incomplete or refunded and the funds revert back to us, you authorise us to credit the funds back to your Rapyd Wallet. Fees may be charged by our Network Partners and Third Party Providers.

Schedule 5 – Rapyd Virtual Accounts 

1. Description of Rapyd Virtual Accounts Services. If you signed up for a Rapyd Business Account and have passed our compliance checks you are eligible to use the Payment Method Virtual Accounts in one of our Supported Currencies to receive Payments from your Customers or other payers into your Rapyd Wallet. You may receive funds through us in accordance with these Terms in any Supported Currency we have approved for you. 
2. Region Specific Terms. Region specific terms may apply to you and your use of these Services, as set out in Schedule 7 (Region Specific Terms). 
3. Source of Funds. The Rapyd Virtual Accounts Services are provided to enable you to collect Payments from your Customers to your Rapyd Wallet through external bank transfers in one of our Supported Currencies. There may be restrictions on the source of your funds depending on your location.
4. Virtual Accounts Credentials. To use the Rapyd Virtual Accounts Services to collect Payments, you must provide the Virtual Accounts Credentials (i.e. an IBAN) assigned to you by Rapyd to your Customers. You are solely responsible for providing your Customers with the correct Virtual Accounts Credentials. You will not receive incoming funds if you provide incorrect Virtual Accounts Credentials. The transfer of funds from your Customers is a service provided by your Customers payment service providers and is not part of our Services. We have no control over the time it may take for the transfer of such funds to clear and settle.
5. Rapyd Wallet Balance. After we confirm receipt of the funds and complete our compliance checks, we will update the balance of your Rapyd Wallet, which is generally within one (1) Business Day of our receipt of funds. We will hold the received funds in one or more underlying bank accounts in our name for the sole purpose of providing the Virtual Accounts Services. The funds in any underlying bank account will be pooled and commingled together with those of other users of the Services offered by us.
6. Foreign Exchange. You are responsible for ensuring that any Payment is made in one of our Supported Currencies. Otherwise the Payment may be converted to the Supported Currency of your Rapyd wallet.
7. Withdrawal of funds. You are entitled to withdraw the funds collected for you as part of our Virtual Accounts Services from your Rapyd Wallet. Subject to any set-off rights, you can withdraw any funds in your Rapyd Wallet by making a Settlement to your Settlement Account or a Payout in line with Schedule 4, as applicable. There may be restrictions on withdrawing your funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms set out in Schedule 7 (Region Specific Terms) or in the Portal. 
8. Limits. We may impose limits on the amount of funds you can hold in your Rapyd Wallet. If you want to increase this limit, you may be required to provide us with additional information so that we can assess various issues, such as potential fraud and credit risks.
9. Right of refusal. We reserve the right to reject or limit Payments from your Customer collected via the Rapyd Virtual Accounts at any time at our sole discretion. Payments to you may be rejected for any reason, including reasons related to compliance with Applicable Laws (including applicable anti-money laundering laws) or our risk management policies and procedures. We will be under no obligation to disclose the reason for the rejection. 
10. Reversals. If your Customer who paid you through the Payment Method Virtual Accounts is entitled to a refund, we will attempt to reverse the Payment and may debit the balance of your Rapyd Wallet for the reversed Payment as well as any applicable Fees for the transfer. If the transferred funds are no longer available in your Rapyd Wallet for the reversal, you agree to pay us promptly for any missing funds as well as the cost of any applicable Fees actually incurred by us in connection with refund. We reserve the right to set-off any amounts owing under this Clause as set out in the Terms.

Schedule 6 – Rapyd Card Issuing 

1. Description of Card Issuing Services. Once your Portal has been set up and you have passed our compliance checks, you will be eligible for a Rapyd Card. The type of card and relevant Card Scheme Rules which apply to your Rapyd Card vary depending on your Contracting Entity, as set out in Schedule 7 (Region Specific Terms). You may use the Rapyd Card in accordance with these Terms. 
2. Region Specific Terms. Region specific terms may apply to you and your use of the Card Issuing Services, as set out in Schedule 7 (Region Specific Terms). 
3. Acceptance. You or your Authorised User agree the Terms outlined in this Schedule 6 (Rapyd Card Issuing) on behalf of you and any Cardholder that you invite to apply for a Rapyd Card (as applicable). For the avoidance of doubt, our agreement is with you, not your Cardholder, so it is your responsibility to make sure your Cardholder does not do anything to put you in breach of these Terms. You agree that all Rapyd Cards issued to you or your Cardholders will be used for business purposes only.
4. How to issue Rapyd Cards
   1. 1. Add a Card. You or your Authorised User may, via your Portal or via the Rapyd App (as applicable), request to issue a Rapyd Card and may choose a Settlement Card Base Currency (as available). Once you have requested to add a Card, we will review your request and decide whether or not you are eligible for a Card in accordance with this Schedule. Cardholders must complete the onboarding procedures as instructed by Rapyd. Please note that the default is usually for one Card unless otherwise agreed with you, in which case this Schedule will apply with respect to all your Cards.
      2. Information Request. If requested, you or your Authorised User must provide us with information and documents we require for us to carry out anti-money laundering and counter-terrorism, fraud prevention and other risk management checks and verification in accordance with Applicable Laws and our internal policies and procedures. If you fail to provide us with the required information or documents within five (5) Business Days of our request, we may suspend or terminate your Cardholder’s access to or use of the Rapyd Card and/or decline your or Authorised User request for a Rapyd Card.
      3. Compliance checks. We reserve the right to decline issuing Rapyd Cards for compliance and risk management reasons.
      4. Correct and up-to-date information. You or your Authorised Users confirm that the information provided to us is true, accurate, up-to-date and complete. We must be notified immediately if any information provided has changed. We reserve the right to conduct any additional compliance checks where there is a change of information. Any loss arising out of any mistakes or incorrect information provided will be your sole responsibility. 
      5. card activation. Upon receiving email notification approving the Cardholder application, the Rapyd Card will be immediately available for use in the Rapyd Card App. 
5. Using the Rapyd Card 
   1. 1. Use. The Rapyd Card can be used to pay for purchases of goods and services at point of services, online and over the phone where the relevant Card is accepted Except where specified in this Schedule, you are fully responsible for any purchases charged against your Rapyd Card. 
      2. PIN: A PIN will be provided to you at the time you activate your Card. Only one (1) PIN will be issued for the Card. To prevent unauthorised use of the Card, you agree to keep your PIN confidential. We recommend that you memorise your PIN and do not write it down. You may change or reset your PIN via a mechanism in the Platform. You shall set a secure PIN (e.g., not setting a PIN based on your date of birth or other easily accessible information). 
      3. Strong Customer Authentication For online payment transactions, you may be authenticated by using the separately agreed authentication elements upon request. Authentication elements are knowledge elements (something the cardholder knows, e.g., PIN), possession elements (something the cardholder owns, e.g., mobile device for generating or receiving one-time usable transaction numbers (TANs) as proof of ownership) or being elements (something that the cardholder is, e.g., fingerprint). Please also note that you will need access to the internet.
      4. Type of card. The Rapyd Cards may be a debit card, prepaid card or debit card, depending on what we are able to offer in your location. Please refer to the Schedule 7 (Region Specific Terms) to understand what type of Rapyd Card relates to your Rapyd Card Issuing Services. 
      5. Failed and declined Transactions. We are not responsible for any decision by a merchant to accept or reject the use of a Rapyd Card or for any charges incurred by any use of a Rapyd Card who does not, in fact, have authorisation to use the Rapyd Card.
      6. Unlawful use. We may, at our sole discretion, delay, decline, reverse, suspend or cancel any use of the Rapyd Card in circumstances including, but not limited to any Transaction that in our view: 
         1. may breach any Applicable Laws;
         2. may involve any person (natural, corporate or governmental) that is itself sanctioned or is connected, directly or indirectly, to any person that is sanctioned under economic and trade sanctions imposed by the United States, the European Union or any country; 
         3. may directly or indirectly involve the proceeds of, or be applied for the purposes of, unlawful conduct; 
         4. may be conducted by a person who is not an Cardholder; 
         5. may be used for goods and services not related to your business; and
         6. relates to illegal or restricted service as determined by us or by the Card Scheme Rules.
      7. Foreign Exchange. If a Rapyd Card is used for a Transaction in a currency other than your Rapyd Card’s Base Currency, then the Transaction currency will be converted into the relevant Card Base Currency, at the relevant Foreign Exchange Rate. 
      8. Rapyd property. The Rapyd Card remains our property at all times.
      9. Non-transferable. Each Rapyd Card can only be used by you and your Cardholder, you can’t transfer it to another business or person. We may refuse to process your Transactions with no notice if you allow another business or person to use your Rapyd Card. 
6. What is your Credit Limit and Card Limit?
   1. 1. Credit Limit. Where you are issued a credit card, you cannot exceed the Credit Limit set by you or by your Authorised User. We may also review, adjust or cancel your Credit Limit at our discretion. We may, but are not obliged to, provide you with a Credit Limit that exceeds the total available balance in your Rapyd Wallet. 
      2. Available funds. Where a prepaid or debit card is issued, the total Card Limits cannot exceed the total available balance in your Rapyd Wallet. 
      3. Total Card Limits. You or your Authorised User will need to set a total Card Limit in your Rapyd Card’s Base Currency for each Rapyd Card on the Portal. 
      4. Allocation of Card Limits. You or your Authorised User are responsible for allocating a Card Limit for each Rapyd Card issued to your Cardholders. You can increase and decrease the Card Limit in respect of each Rapyd Card at your discretion.
      5. Observe Card Limits. You must ensure that your Cardholders observe the Card Limits at all times. We may refuse to process any Transaction which, in whole or in part, exceeds such limits at our sole discretion. However, we also have discretion to process such Transactions without notice to you, provided that the total Credit Limit is not exceeded (where applicable). 
      6. Reject Transactions. We also reserve the right not to process any Rapyd Card Transaction even though it would not cause a Card Limit or your Credit Limit to be exceeded, including but not limited to the circumstances set out in Clause 5.4 (Unlawful use).
7. How Transactions are authorised, verified and reviewed
   1. Authorised and valid card Transactions. Subject to Clause 9.1 (Lost or stolen cards), you acknowledge and on behalf of your Cardholders, that the following Transactions are authorised and valid Transactions when using the Rapyd Card: 
      1. presenting the Rapyd Card to a merchant and signing a receipt (or similar document) for that Transaction;
      2. tapping the Rapyd Card at a merchant’s point-of-sale terminal with contactless technology; 
      3. providing the Rapyd Card number and any other information required to a merchant, either directly or via a third party, over the phone or online; and
      4. any other ways permitted by us from time to time.
   2. Review your Transactions. Unless stated otherwise in this Schedule, we are not responsible for making any enquiries as to any use of the Rapyd Card and the associated Transactions, by your Cardholders or otherwise. You and your Authorised Users should check your and your Cardholders Transactions history regularly, via the Portal or Rapyd Card App (as applicable). Your Cardholder can view the Transactions for their specific Rapyd Card by the Rapyd Card App. 
   3. Transaction records. Subject to Clause 10 (Reversing a Transaction) below, the Transaction records on the Portal or Rapyd Card App (as applicable) shall be conclusive evidence of the accuracy and authenticity of the Transactions and shall be binding on you and your Cardholders for all purposes.
   4. Secure use. You must ensure your Cardholder take necessary precautions to safeguard the use of the Rapyd Cards, including:
      1. ensuring that the Cardholder does not share details required to use the Rapyd Card with any other person;
      2. ensuring that only the relevant Cardholder uses the Rapyd Card; and
      3. ensuring any virtual card numbers are kept securely and away from public display.
8. How will you make repayments?  
   1. Pay all amounts owing. You must pay us all amounts owing in relation to all Rapyd Cards. Depending on your card type, usually repayments will be automatic as we will apply the corresponding balance of your Rapyd Wallet to the debts owing by you or your Cardholder in relation to that Rapyd Card, as set out in this Schedule and the relevant region specific terms in Schedule 7 (Region Specific Terms). If, for any reason, the balance of your Rapyd Wallet is insufficient to discharge such debts in full, we may exercise our right under Clause 15 (Set-off) of these terms and/or request immediate settlement of any such outstanding amount by you.
   2. Currency of repayments. Any repayment to us, must be made in your Base Currency. We will only regard payments as having been made when we have actually received the relevant funds. If for any reason, any repayment to us is not made in your Base Currency, Rapyd may convert any money it receives or recovers to the relevant Base Currency using Rapyd’s then-current exchange rate. We may charge you a fee for performing the exchange Transaction in accordance with our Fees.
   3. Charges. We may charge Fees, charges and interest in accordance with the Fees for the time being in force, which will be automatically deducted from your Rapyd Wallet, as required.
9. What if you lose your Rapyd Card or someone else uses it?
   1. Lost or stolen card information. You, your Authorised Users, or your Cardholder must notify us immediately if the Rapyd Card details (such as the card number, expiry date or CVV code) or any other security credentials may have been lost, stolen, disclosed to an unauthorized party or compromised in some way as set out in these Terms. 
   2. Block card. Immediately on becoming aware that a Rapyd Card is lost or stolen or otherwise compromised under these Terms, you or your Authorised User must block the relevant Rapyd Card via the Portal or Rapyd Card App (unless you or your Authorised Users are unable to block the Rapyd Card in which case we will do so as set out below). 
   3. Liability. We are not liable for any charges until we have been provided with a notice of a lost or stolen Rapyd Card. Once we have been notified, as set out in these Terms, we will as soon as practicable block or cancel the relevant Rapyd Card so that no further Transactions can be made using that card. 
10. Disputes with Merchants. We are not responsible for the delivery, quality, safety, legality, or any other aspect of goods and services that you purchase from others with your RApyd Card. All such disputes should be addressed to the merchants from whom the goods and services were purchased.
11. Refunds for Purchases Made with the Rapyd Card. Any refund for goods or services purchased with the Rapyd Card will be made in the form of a credit to your Account. You are not entitled to receive a cash refund.
12. Chargebacks
    1. Chargebacks. We may be entitled to seek to reverse Transactions made through your Rapyd Card where there is a dispute with the merchant that supplied the goods or services. 
    2. Notification. To notify us of a disputed Transaction, please contact us as set out in these Terms and we will then ask you for the required information to process your claim. To avoid losing any rights to dispute such a Transaction, we should be notified as soon as possible after the date of the Transaction and provided with any information we ask for to support the request. 
    3. Investigation of misuse. Generally, under Card Scheme Rules Rapyd must lodge a fully detailed claim on your behalf within 120 days of the date of the disputed Transaction, otherwise , we may not be able to investigate or lodge a claim in time in which case you or the Cardholder will be liable for the Transaction. We are not responsible for any loss incurred if you or your Authorised Users do not ask us to reverse a Transaction in time.
    4. Consequences of the investigation. If, after investigation, we are satisfied that the Transaction should be reversed, the amount initially settled for the Transaction will be credited in the original currency of the Transaction and to the original source. If the original Transaction is not the Base Currency of the Rapyd Card, the amount will be converted using the prevailing Card Scheme Rules’ exchange rate at the time of the Chargeback. 
13. Your liability to us 
    1. General liability. You are liable for all Transactions made by you and your Cardholders using the Rapyd Card, until such time the card expires or is cancelled. You must pay us on demand all outstanding amounts owing on the Rapyd Cards (including any interest, costs, Fees and other amounts payable). You are fully liable for the portion of the outstanding balance that relates to each specific Cardholder’s Rapyd Card. Some Transactions can be made without a signature (for example orders placed by telephone or electronic means or Transactions made with contactless technology). If your Cardholder signs a receipt or other document to authorise a Transaction, you are still responsible if any issues arise from that Transaction and repayment of the amount of that Transaction. If a Transaction is made using a signature other than the signature on the Rapyd Card, you are still responsible for any issues that arise from that Transaction and repayment of the amount of that Transaction.
    2. No waiver. No action by any of your Cardholders impacts any validity, enforceability, or releases or discharges any of the liability that you and your Representatives acting on your behalf, owe to us. 
    3. Indemnity. To the extent permitted by Applicable Law, you, your Cardholder and any Authorised User acting on your behalf shall indemnify us and keep us indemnified against any loss, expense, fee, cost or liability suffered or incurred by us as a result of or in connection with:
       1. any non-observance or breach of the obligations under these Terms;
       2. any information supplied in relation to the application for or use or loss of the Rapyd Card being invalid, incorrect, incomplete or inaccurate; or 
       3. any negligence or fraud or other misconduct,including but not limited to legal fees and debt collection agency handling fees, together with all costs, charges, interest, penalties and expenses incidental or relating to it.
14. Your rights and our rights to terminate or suspend your Rapyd Cards
    1. 1. Your rights to terminate. Without impacting any rights, obligations or liabilities owed by you to us prior to the date of termination, you may terminate the Services as set out in this Schedule at any time by giving us notice in writing. The termination will take effect immediately upon us receiving your notice. 
       2. You should procure your Cardholder to destroy the relevant physical Rapyd Card and dispose of it carefully. 
    2. Our rights. Subject to Applicable Law: 
       1. we may, at our sole discretion, suspend, cancel or terminate the right of you, the Authorised User and/or your Cardholders to use the Rapyd Card Facility (as applicable), any Rapyd Card, and/or other related services under these Terms at any time and with or without cause or prior notice; 
       2. we will use reasonable endeavours to immediately terminate a Cardholder’s Rapyd Card if you or your Cardholder informs us that your Cardholder’s employment with you is terminated due to retirement, resignation, dismissal or any other reason; and
       3. we shall not be liable for any loss or damage suffered or incurred directly or indirectly by you and/or any Cardholders as a result of or arising from any such suspension, cancellation or termination.
    3. Obligations upon termination
       1. Upon the termination of any Rapyd Card Facility (as applicable) or Rapyd Card, you and/or any relevant Cardholder shall immediately cease using the Rapyd Card Facility or relevant Rapyd Card(s) and promptly carefully dispose of any physical Rapyd Card. You shall remain fully liable for any and all continued use of the Rapyd Card Facility (as applicable) and/or relevant Rapyd Card(s). 
       2. The termination of your Rapyd Card Facility (as applicable) or a Rapyd Card (as the case may be) shall be without prejudice to any rights of either party which have accrued or become due on or before the date of expiry or termination. In addition, all provisions expressly or by implication intended to come into or continue in force on or after termination or expiry of this agreement, a Rapyd Card Facility (as applicable) or a Rapyd Card (as the case may be) shall remain in full force and effect.
    4. Fees. If we or you terminate any Rapyd Card and you have paid any subscription fees in advance, you will be reimbursed accordingly on a pro-rata basis, unless you owe money to us and the owed amount will be deducted before it is reimbursed.

Schedule 7 – Region Specific Terms

1. Purpose. The Solutions and Services are provided to you by a licensed Rapyd entity and Network Partners (as applicable), depending on your country of incorporation as set out in Schedule 1 (Contracting Entity). Your use of the Solutions and Services is subject to region specific requirements set out below with reference to your jurisdiction of establishment. Please refer to Schedule 1 (Contracting Entity) of these Terms for details. 
2. Conflict of terms. These Regions Specific Terms applicable to you, will prevail over any other provision of these Terms to the extent of any inconsistency. 
3. Consistent references. For ease of reference, the same headings and titles of the sections in these Region Specific Terms follow the headings and titles of the clauses of the relevant Terms which are being amended, to the extent that it amends an existing clause. 

Hong Kong Region Specific Terms

1. Scope of the Region Specific Hong Kong Terms (Hong Kong Terms)
   1. Rapyd HK Customers. A HK Customer can be a company that is established in Hong Kong and such other jurisdictions as set forth in the column headed “Jurisdiction” in Schedule 1 (Contracting Entity).
   2. Hong Kong Terms These Hong Kong Terms apply to the Services offered to HK Customers (as applicable). These Hong Kong Terms are legally binding on you and your Authorised Users. You are responsible for ensuring that each Authorised User reads and understands these Hong Kong Terms.
   3. We are not a bank. Using the Services is not the same as depositing funds and making transfers to and from a bank account and your funds are not covered by the Deposit Protection Scheme under the Deposit Protection Scheme Ordinance (Chapter 581 of the laws of Hong Kong).
2. HK Services. means the Rapyd Services made available to HK Customers via the Portal by Rapyd HK, as described in the Hong Kong section of the Website. The HK Services are provided to you as amended and supplemented in these Hong Kong Terms. Furthermore, the Rapyd Wallet Services provided by Rapyd HK to HK Customers are for the purpose of supporting the Rapyd Virtual Accounts, Rapyd Disburse, Rapyd Collect Services and Rapyd Card Issuing. For the avoidance of doubt, it is not an e-wallet or stored value facility. 
3. Governing Law. These Hong Kong Terms and the Terms (to the extent that they relate to you) shall be governed by Hong Kong law.
4. Disputes. If a dispute or claim is still not resolved through amicable negotiation (including any dispute on the existence, validity or termination of these Terms), you irrevocably consent to the matter being referred to and finally resolved by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (“HKIAC”). If any dispute is submitted to the HKIAC for arbitration, the arbitration shall be conducted in accordance with the Arbitration Rules of the HKIAC (HKIAC Rules) inforce at the time of applying for arbitration, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Hong Kong. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English. The arbitration award rendered by the HKIAC shall be final and binding on all the relevant parties.
5. No third party benefit. These Hong Kong Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Terms under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong) or otherwise.

Schedule 4 – Rapyd Disburse

1. Unauthorised or Incorrect Transactions. For the purposes of clause 15 of this Schedule, – you must notify us of any unauthorised or incorrectly initiated or executed Transactions or Transactions which have not been executed or were executed late or of certain charges and interest you are liable to pay as a result of such Transactions without undue delay, at the latest within 120 days of the Payout, or you will not be entitled to have the matter corrected or funds refunded.
   
2. List of Supported Countries. For RBA Customers, Payouts are supported to the following locations only: China, Hong Kong, UK, EEA, US, India, Brazil, Singapore, South Korea, Australia, Vietnam, New Zealand, Philippines, Thailand.

Schedule 5 – Rapyd Virtual Accounts

1. Source of Funds. You must not transfer (for example, top-up) any of your own funds or use the Virtual Accounts Service to receive funds without a genuine underlying Transaction for sales/purposes of goods or services at any time. If requested, you must promptly provide evidence of the funding source. 
2. Withdrawal of funds. Subject to any set-off rights, you must promptly instruct us to make a withdrawal with respect to funds received in the Rapyd Wallet. If you do not give us withdrawal instructions within a reasonable period of time as determined by us and, in any event within a maximum period of no longer than 90 days, we will, at our sole discretion: 
   1. remit the funds to your designated bank account;
   2. return the funds to the Customer; or 
   3. remit the funds to you in any other way permitted by Applicable Law.

Schedule 6 – Rapyd Card Issuing

1. Type of card. The HK Visa Card is a debit card.
2. The Rapyd HK Visa Card. The HK Visa Card and HK Visa Card Facility is offered to you by Rapyd HK. 
3. Territory. The HK Visa Card is only issued to qualified Hong Kong Customers and may be used anywhere in the world where Visa-branded cards are accepted. 
4. Automatic repayments. For each HK Visa Card, at the time of a Transaction authorisation, you authorise us to automatically place a hold in your Rapyd Wallet balance in an amount equivalent to the Transaction value, plus applicable Fees. The held amount will not be available for use until such time you have fully repaid any amounts due and payable to us in respect of that HK Visa Card. Amounts you owe on a HK Visa Card become due and payable by you once the Transaction is authorised by Visa. You further authorise us to set-off and deduct against any amounts due and payable by you to us in respect of your HK Visa Card Transactions (as well as interest, costs, Fees and other amounts payable) in accordance with Rapyd’s standard settlement cycle. Generally, the timing for Settlement is currently two days after a Rapyd Visa Card Transaction has been authorised. 

Hong Kong Region Specific Terms – Definitions

HK Visa Card means each virtual Visa credit card issued by Rapyd HK to you and your Cardholder in a Base Currency and available for you to use in accordance with these Terms.

HK Visa Card Facility means the credit facility granted to you by Rapyd HK in accordance with these Terms, Schedule 6 (Rapyd Card Issuing) and Hong Kong Region Specific Terms and with which each HK Visa Card issued to your Cardholder is associated.

Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China.

Schedule 8 – Definitions 

Account means your account with Rapyd, which can be accessed via the Portal and through which Transactions are facilitated including your Rapyd Wallet.

Applicable Laws means any and all laws, regulations, government mandated decisions, terms and guidance which has relevant standing in the relevant jurisdiction, as well as any decision made by relevant and competent government entities, including but not limited to courts and financial services regulators, in all relevant jurisdictions to these Terms, including but not limited to legislation on anti-money laundering, counter-terrorist financing, sanctions, bribery, misconduct, data protection laws, consumer protection and behaviour of financial institutions, false advertising and trademarks, copyright and any other laws, regulations and rules which may apply in connection with the Services – all to the extent applicable to you and us. 

Authorised User means any employee(s), contractor or other persons you have nominated as having authority to access the Portal (subject to the permissions they hold) and use your Services as your authorised person. 

Beneficiary means a third-party recipient to which Rapyd enables you to make Payouts via the Services.

Business Day weekdays on which banks are generally open in the region where your Rapyd Contracting entity is located, as set out in Schedule 1 (Contracting Entity). Unless specified as business days, all references in these Terms to days, months or years mean calendar days, calendar months or calendar years.

Card Acquiring means a Payment Method where you are enabled to accept credit and debit Card Payments and other forms of electronic payments acceptable by us on a website or mobile application, including processing and clearing of your Payments, Settlement, transmitting confirmations to/from our Network Partner etc (in which case the Card Acquiring Guidelines will apply.

Card Base Currency means the base currency you designate for your Rapyd Card as available to you in your Portal. 

Card Limit means the agreed monthly card limit, set by you or your Authorised User for each Rapyd Card.

Card Scheme means Visa, Mastercard and, as applicable, any other international card scheme network, offered by Rapyd. 

Card Scheme Rules means all rules, guidelines or by-laws set by a Card Scheme, as amended.

Card Payment: means the transaction between you and your customer resulting in the transfer of the agreed amount to the Merchant by using a payment card.

Cardholder means the individual to whom we issue a Card on your behalf which must be your employee, contractor or any third party who is entitled to use a Card.

Cardholder Data means the full primary bank account number (PAN) or the full PAN along with the Cardholder name, expiration date or service code.

Chargeback means a Transaction which is successfully charged back on request of your Customer or the Cardholder (if applicable) or the issuer pursuant to the relevant Card Scheme Rules resulting in a cancellation of a Transaction in respect of which you have been paid or was due to be paid. 

Chargeback Fee means the fee charged by Rapyd to you in respect of a Chargeback.

Confidential Information means all confidential information (however recorded or preserved) which relates to you or Rapyd, including Authorised Users and/or Representatives including information which: (1) would be regarded as confidential by a reasonable business person, relating to: (a) the business, assets, affairs, Customers, clients and suppliers of your or Rapyd (or of any member of the affiliated companies to which you or Rapyd belongs); and (b) the operations, processes, product information, know-how, designs, trade secrets or software of you or Rapyd (or of any member of the affiliated companies to which you or Rapyd belongs); (2) is developed by you or Rapyd in the course of carrying out these Terms; and/or is specified as confidential. 

Credit Limit means the maximum amount of credit (including interest, costs, Fees and other amounts payable) that Rapyd has authorised you to borrow in relation to your Rapyd Card.

Customer means any person to whom you provide Merchant Products and execute Transactions.

Customer Data means any data you or your Authorised Users submit or otherwise share with Rapyd during the duration of these Terms, including data which relates, and without limitation to your Customers and Beneficiaries. 

Data Protection Laws means all applicable and binding privacy and data protection laws and regulations, including such laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, as applicable to the processing of personal data under these Terms including (without limitation) the General Data Protection Regulation (“GDPR”), the UK GDPR, as applicable to the processing of personal data hereunder.

Fees means any fees, charges, or costs applicable to the Services at any given time.

Foreign Exchange Rate means the exchange rate determined by Rapyd, at any given time, which will be based on prevailing market rates and may include a markup to cover our costs and risks associated with providing the conversion services.

Intellectual Property Rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Rapyd’s intellectual property includes all domain names including “Rapyd.net,”, all logos related to the Services, Solutions and the Rapyd Technology. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks, and/or trade dress of Rapyd. 

Losses means any and all claims, demands, actions, losses, liabilities, costs, reasonable expenses and damages of any kind or nature (including, but not limited to, reasonable attorneys’ fees) incurred by you or by Rapyd. 

Merchant Products means the services and/or products that you provide to your Customers, which are specified when you sign up to the Services and for which we provide the Services.

Net Settlement Amount means the Settlement amount minus any Fees, Reversals, Chargebacks, Refunds or other amounts that you owe to us under these Terms.

Network Partners means Rapyd partners, connectors and networks, card schemes, banks, foreign exchange and any other institution which, through the Rapyd Network, assists Rapyd in the provision of its Services.

Network Rules means Rapyd’s list of rules and information concerning Rapyd’s payments network and its Network Partners, which can be viewed here.

Payment means each and every individual Transaction processed or received by us on your behalf from your Customer as part of Rapyd Collect.

Payment Methods means the methods of payments to collect funds supported by Rapyd and available through our Network Partners.

Virtual Accounts Credentials means the Virtual Accounts credentials assigned to you by Rapyd, made available in your Portal.

Payout means each and every individual Transaction made to a Beneficiary on your behalf as part of Rapyd Disburse.

PCI-DSS means the Payment Card Industry Data Security Standard. 

Payment Instructions: instructions by you or your authorised users to Rapyd requesting the execution of a payment transaction

Portal means Rapyd’s client portal through which you can access and manage your approved Services and which forms part of Rapyd Technology. Including but not limited to managing Payments, Transactions, Chargebacks, viewing account statements and settlements.

Primary Authorized User means the person who serves as the Rapyd account owner and is authorized to sign on behalf of the business.

Rapyd Business Account means the bundle of Services available when you sign up to the Rapyd Business Account, outlined in Schedule 2 (Solutions). 

Rapyd Card means each virtual card issued by Rapyd to you or your Cardholder (as applicable), in a Card Base Currency and available for you or your Cardholder to use in accordance with these Terms. The type of card and relevant Card Scheme Rules which apply to your Rapyd Card vary depending on your Contracting Entity, as set out in Schedule 7 (Region Specific Terms). 

Rapyd Card App means our Rapyd card mobile application, as available in the relevant application store, where you or your Cardholder can manage your Rapyd Card. The availability of the Rapyd Card App will vary based on your location. 

Rapyd Technology means our Website, the Portal, API, Rapyd’s SDK, hosted payment page, or drop-in libraries and any other deemed technology provided to you to support your use of the Services, and our proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture and documentation (both printed and electronic), network designs, know-how, and trade secrets and including any modifications, improvements and derivative work. 

Refund means a reversal of a particular Transaction, whereby the funds are reimbursed to the Customer initiated on your initiative or request through the Portal in relation to Rapyd Collect Services.

Representatives Merchant’s directors, shareholders and ultimate beneficial owners, as well as your Authorised Users (if applicable).

Reversals means any Payment received as part of Rapyd Collect Services or Rapyd Virtual Accounts Services that we may in exceptional cases have to reverse to your Customer because the Transaction: (a) violates these Terms, or which we reasonably suspect of violating these Terms; and/or (b) has been categorized by our risk models as involving a risky Transaction required to be reversed to mitigate the risk associated with the Transaction. The term “Reversed” shall be construed accordingly.

Sensitive Authentication Data means data used to authenticate the Cardholder such as card verification code.

Services means the Rapyd services outlined in these Terms.

Settlement means delivery of proceeds from Transactions to you.

Settlement Account means your nominated bank account where we settle your Transactions either automatically or on demand, as available to you in the Portal, which may vary depending on your location and the Solution you have signed up for. The Settlement Account must have the same beneficiary name as your Account.

Solution means the solution you choose when you sign up to Rapyd, which are set out in Schedule 2 (Rapyd Solutions) and according to which the Service (or any of them) will be available. 

Supported Currency means each currency approved by Rapyd from time to time which are supported by the Services available in the Portal. Please note the Supported Currencies will vary depending on your location. 

Third Party Providers means our vendors on which we rely for the performance of our obligations under these Terms (other than our Network Partners).

Transaction means any use of the Services which result in funds being deposited into, withdrawn or sent from your Account including Payments and Payouts.

Website means the Rapyd website, www.rapyd.net.