Product Terms - Rapyd Collect (Hong Kong) (“HK Collect Product Terms”)

  1. Part of the Rapyd Master Services Agreement. These Collect Product Terms: (a) apply to our provision of the Rapyd Collect Service to you and are in addition to and supplement the General Terms; and (b) form part of the Rapyd Merchant Agreement.
  2. Description of Rapyd Collect Services. Once you have activated your Account and we have activated the Rapyd Collect Services for you, you may use the agreed Payment Methods to accept Payments into your Rapyd Wallet as prompted in the Portal. The Payment Methods available to you may vary depending on your location. You may receive Payments through us in accordance with this Agreement in any Supported Currency we have approved for you. 
  3. Payment limits. Before we fully activate the Rapyd Collect Services for you, we may enable you to use the Rapyd Collect Services on a limited basis, subject to certain limits on your Payments. Such limits will be based on our internal risk management procedures in relation to the information you submit regarding various factors including your anticipated trading volume and business activities. These may include: (a) a daily aggregate Payment limit; (b) a monthly aggregate Payment limit; and/or (c) a per individual Payment limit.  A daily Payment limit and monthly Payment limit mean the maximum total Payment value we will process for you on a daily and monthly basis, respectively. The per individual Payment limit is the maximum value we will process for you for each Payment you submit. We will not process any Payment once any  applicable daily or monthly Payment limits have been reached. After you have passed our compliance checks and we have fully activated the Rapyd Collect Services for you, we will remove the Payment limits. We may amend our internal risk management procedures, including the types of Payment limits, at any time.
  4. Card Acquiring. One of the Payment Methods that falls within the Rapyd Collect Service is Card Acquiring. Card Acquiring allows you to receive funds denominated in one of our Supported Currencies. You agree to the following: 
    1. you must accept Card Payments and make Refunds only in respect of goods or services that you have supplied;
    2. you must operate and comply with all relevant and applicable Network Partner requirements (e.g. Visa, Mastercard or American Express rules) and the terms of this Agreement, and must process Card Payments in accordance with and as required by this Agreement; 
    3. you must comply with the operational guidelines described in the Card Acquiring Guidelines and, where applicable, any terminal user manuals, otherwise we may not approve a Transaction;
    4. you will be liable for any Transaction that we do not approve due to your non-compliance with any operational requirements detailed in the Card Acquiring Guidelines and/or any terminal user manuals, and you agree that we may require such a Transaction to be corrected or cancelled;
    5. we may, in respect of any Transactions that are in breach of this Agreement, or such other requirements as Rapyd may notify you from time to time, and/or which are disputed by the relevant Cardholder and/or card issuer, deduct, recoup or set off the relevant amounts from or against funds in your Account or otherwise as described in clause 9.2 of the General Terms; and
    6. you will be liable for all disputed Transactions and for the full Transaction amount and all relevant associated fees and other costs.
    7. you agree to us blending all Fees for payment card processing irrespective of the card brand, categories or differences in interchange fees. If you have questions about the Fees, or wish to receive unblended rates, please contact us.
  5. Virtual Accounts. Virtual Accounts is another Payment Method that falls within Rapyd Collect. Virtual Accounts allow you to receive funds denominated in one of our Supported Currencies into your Rapyd Wallet through one or more of our Network Partners via external bank transfers. If this is relevant to you, please refer to the Product Terms relating to Rapyd Virtual Accounts which will then also apply in addition to these Collect Product Terms.
  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 this Agreement, 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 events and you must 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.

We do not have any control over the timeliness of Settlement or the correction of an incorrect Settlement by a Network Partner. We will, if requested by you, on a best-efforts basis (without guaranteeing a successful outcome), request Settlement and/or correction of an error by a Network Partner.

  1. Net Settlement Amount. We receive Payments from the relevant Network Partner and, subject to these Collect Product Terms, we will pay the Net Settlement Amount to your Settlement Account. We may withhold Settlement in respect of any Transactions that are suspected to be fraudulent, related to illegal activities or likely to become subject to a Chargeback by us and/or the relevant Network Partner, until satisfactory completion of our investigation, that of the relevant Network Partner or that of a third party nominated by any of these parties. You must fully cooperate in any such investigation.
  2. Settlement Account. Notwithstanding any termination of this Agreement, 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 Rapyd Network Rules and these Collect Product Terms. With respect to each Settlement, a Reserve (if applicable) may be withheld from Settlement in accordance with clause 9.2 of General Terms. 
  3. Minimum Settlement Amount. We may apply minimum Settlement amounts to your Settlement Account. If we exercise this right, it will be detailed in the MA Form, the Portal or otherwise in writing. 
  4. Settlement frequency. Payments processed as part of Rapyd Collect  are settled automatically. Subject to clause 9 (Minimum Settlement Amount) and clause 6 (Acknowledgement) of these Collect Product Terms, notwithstanding any rights granted to us under this Agreement, and unless otherwise agreed in the MA Form, funds will be settled to your Settlement Account within seven (7) Business Days of receipt of the Payment. 
  5. Settlement currency. In accordance with our standard processes, we 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. 
  6. Foreign Exchange Rate. If the funds are not in one of the Supported Currencies, we will carry out a currency exchange in accordance with the applicable Foreign Exchange Rate. 
  7. Account Balance and Transaction History. You must check your Account regularly. We rely on you to check the Transactions history of your Account regularly and to contact us immediately if you see any irregularities or have any questions or concerns.
  8. Reconciliation. You must reconcile 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 expressly provided in this Agreement, you will be deemed to have accepted the Net Settlement Amount as being correct, and you may not raise any objections with respect to it.
  9. Notwithstanding Clause 14 above, if a Settlement is incorrectly inflated, we may subtract the erroneous amount from funds subsequently referred for Settlement or from your Rapyd Wallet. In addition, we may claim immediate repayment of any such amounts or any other claim to which we are entitled against you if your funds pending Settlement or your Rapyd Wallet are insufficient to cover the shortfall. 
  10. Errors and responsibilities. Unless otherwise provided in this Agreement, you must notify us promptly after becoming aware of, and certainly within thirteen (13) months from the date of Settlement, if you consider a Settlement to be unauthorised or incorrect, or there to have been a Payment which was not authorised by you or incorrectly executed. If you fail to notify us of such events within this period, 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. 
  11. Refunds
    1. If the Payment Method allows it, you may issue Refunds in relation to a Payment in accordance with the Network Rules, the requirements of our Network Partners and these Collect Product Terms. Unless specifically approved otherwise by us, Refunds comprise no more than the original amount of the Payment plus any applicable Fees. We will debit any Refunds from your received funds pending Settlement, and if the amounts pending Settlement and your Rapyd Wallet (as applicable), are insufficient to cover any Refunds, you must transfer the shortfall amount to us as instructed; otherwise, we may refuse to process the Refunds without incurring any liability to you. We may charge you additional Fees and make Foreign Exchange Rate adjustments for processing a Refund.
    2. You must only make Refunds in respect of the Products you have provided. You must not provide Refunds to your Customer for a previously processed Payment using a Payment Method that is different to the one used for the original Payment. The amounts 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 Collect Product Terms or if Applicable Law prohibits it. If we refuse to execute a Refund, within the time for processing the Refund, we will notify you: (a) of the refusal (unless prohibited by Applicable Law), (b) the reasons for such refusal (if possible), and (c) the procedure for correcting any factual mistakes that led to it (where it is possible to provide reasons for the refusal and those reasons relate to factual matters). Any Payment Instruction that we refuse will be deemed not to have been received for the purposes of execution times and we will not be liable to you 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 will not be 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.
  12. Chargebacks. For Card Acquiring, we may charge back to you any Payment submitted by you for processing which is in breach of these Collect Product Terms, 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. If there is any dispute or claim made in respect of any Payments submitted by you for processing, or us or the Rapyd Collect Services pursuant to the Network Rules, we will 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 Product Terms and/or the Network Rules. We will notify you of our decision, which will be binding on you. If you disagree with our decision, you must submit to us your written objection, together with all supporting documents within three (3) Business Days of our notification to you. You must, at your own expense, provide us with all reasonable assistance to resolve any dispute or dispute arising under the Network Rules. 
  13. You must monitor all Copy Requests and Chargebacks. Upon receipt of a Copy Request, you must supply to us or any relevant card issuer the requested data and information within seven (7) Business Days.
  14. You must use all reasonable efforts to maintain Chargeback and fraud rates at a level that is acceptable to us and the Card Schemes. If the ratio of Chargebacks to Transactions or fraud to sales exceeds one percent (1%) for a period of longer than three (3) calendar months, we may terminate this Agreement.
  15. You acknowledge that Chargebacks can occur a considerable time after the original Transaction and agree that, notwithstanding termination of this Agreement, we remain entitled to recover Chargebacks and any associated costs and Fees from you.
  16. 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 number of complaints from your Customers, investigations from regulatory authorities or any other high-risk event, in particular if we believe you have breached these Collect Product Terms and/or Network Rules/Scheme rules, we may take various actions to avoid Refunds, Chargebacks, Fees, fines, penalties and any other liability from our Network Partners, including suspending your right to use Rapyd Collect, refusing or reversing Payments and/or charging you  higher Fees for your Payments.
  17. Adjustments to Chargeback handling Fees and fines. 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 and Applicable Law. In particular, we may increase the processing Fee for those portions of your Payments that we determine are high-risk Payments in accordance with our Fees table (if the high-risk Payments processing fee rate has not been set out in the said table when you activate Rapyd Collect, we will give you at least 14 days’ notice before the high-risk Transaction processing Fee rate takes effect). 
  18. 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 any 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 your full compliance with the PCI-DSS rules by providing us 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 must be determined by the QSA with our prior approval, in our 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 circumstances will we be liable or responsible to you with respect to your compliance with the PCI-DSS, including 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 part of this clause 24 may, without prejudice to our other rights and remedies, result in suspension of the Services or termination of this Agreement.
  19. Reserve. We may place a Reserve on funds held in your Account at any time where we believe there may be a higher than acceptable level of risk associated with you, your Account, your business model or your Payments and/or allocate any assets we hold for any other reason as security for you obligations and liabilities under these Collect Product Terms, each for the purpose of providing a source of funds to pay us for any and all, actual and reasonably anticipated amounts and liabilities owed by you to us to include actual and/or contingent liabilities under these  Collect Product Terms. We may do this at our sole discretion for as long as we deem necessary. At our reasonable discretion, the Reserve may be funded by: (a) requiring you to deposit into the Reserve a cash amount determined by us within the time period specified in our written notice to you; and/or (b) us depositing into the Reserve any payments that we might be obliged to pay to you, including a Reserve and/or Settlement withholding. We will notify you or make it visible in the Portal if we place a Reserve on your funds or adjust the Reserve due to a change in our risk assessment. Reserves do not impact your ability to continue accepting Payments. 
  20. Security Interest. To secure your performance under these Collect Product Terms, you grant to us a legal claim to any funds held in the Reserve or by other means. This is known in legal terms as a “lien” on and “security interest” in these amounts held as part of the security for default.  All funds held in the Reserve and all rights, title and interest to such funds, are at all times (and in the event of any insolvency event as set out in this Agreement) exclusively for the benefit of and vested in us. We may, without notice to you, apply and set off funds in the Reserve or enforce any other security, against any outstanding or future: (a) charges, fees, penalties, Chargebacks and refunds payable by you to us under these Collect Product Terms; (b) any of your liabilities/securities provided to us; and (c) amounts demanded by any competent authority or third party in response to a tax levy or other court order relating to you as necessary to comply with any Applicable Laws. You must promptly execute and/or deliver to us such documents relating to the Reserve and/or Collateral as we may reasonably require, including executing any transfer, charge, or assurance of the Reserve or Collateral arrangement, making any registration and giving any notice, order or direction.
  21. Collateral. We may, at any time, request security or Collateral from you. If you fail to provide sufficient Collateral, we may seek other means to secure our interests, including withholding Settlement. We may at any time, without notice to you, after this Agreement is terminated for any reason, realise the security or Collateral provided by you, either by set-off or otherwise, including any foreclosure or execution sale, for all amounts which we are entitled to claim from you under this Agreement. If an insolvency event (as set out in the General Terms) occurs in respect of you, unless restricted or prohibited by Applicable Law, you must maintain the Reserve or such other security as required by us, and we may call on the funds held and/or the security in respect of, and/or offset against, any and all amounts owed by you to us, without regard to whether any such amounts relate to Transactions initiated or created before or after the initiation of the insolvency event. Funds held in the Reserve and not withdrawn or otherwise applied by us in accordance with this Agreement, will remain available to us until you have paid us in full all liabilities which, in any case, must not be less than 180 calendar days following the Effective Date or termination of this Agreement for any reason (whichever is the later). You must not do, or permit to be done, anything which could prejudice the Collateral Arrangement. 
  22. Account Funding Transaction (“AFT”). One of the Payment Methods that falls within Rapyd Collect is AFT. If you pull funds from your card to top up your Rapyd Wallet by way of AFT, you must comply  with all applicable Card Scheme Rules. 
  23. Access to Transaction data. You agree that if you contract with a Partner in relation to our Services, we may share with that Partner data relating to Transactions and Settlement. In these circumstances we will limit the amount of Transaction Data we provide to the Partner to the minimum necessary for the Partner to provide its services to its clients.
  24. Payment Devices. If you submit Transactions to us for processing through Payment Devices, you must comply with the Payment Device Terms.