Rapyd Terms for End Users (Hong Kong)
Thank you for taking time to read these terms and conditions that apply to you. You have been redirected to these Rapyd Terms for End Users (Hong Kong) (“Terms”) because you have agreed to sign up to and use certain products from one of our business partners (“Partner”), whom we have worked with to ensure our services are embedded within your experience of the Partner’s own online products, platform or marketplace, or otherwise distributed by the Partner alongside its own products. Through the Partner, you benefit from our payment and other services made available from time to time.
It is important that you read these Terms carefully. By electronically indicating your acceptance of these Terms or otherwise using our services, you acknowledge and agree to be bound by them. These Terms govern the relationship between you as an end user and us. We are Neat Limited (Company No.: 2312276), a holder of Money Service Operator Licence (No. 19-06-02796) and regulated by the Customs & Excise Department of Hong Kong. We are not a bank. Using our services is not the same as depositing funds and making transfers to and from a bank account. Funds held for you will not earn any interest.
By “you”, we are referring to the entity you represent or, if that does not apply, then we mean you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent.
1.1 Capitalised terms in these Terms are defined in as follows:
Account: the virtual account ledger maintained by us in which we record the amount of funds collected or paid out by us on your behalf as part of the Services.
Designated Bank: a bank or other financial institution the trust account referred to in clause 7.3.4 is maintained with. You may reach out to the Partner for details of the bank or financial institution we work with.
Network Provider: financial institutions, payment service providers, settlement agents, connectors and networks that provide regulated financial services or other network infrastructure.
Partner Services: the products and service offerings operated by or sold to you by the Partner, with which the Services may be integrated or distributed alongside or as white-labelled by the Partner with our prior approval.
Rapyd Group: we and all our related and affiliated companies and other business entities, present and future.
Restricted Business: any activity we have identified as a prohibited or restricted business or activity. We update the list of Restricted Businesses from time to time at https://www.rapyd.net/security-compliance/restricted-businesses/.
Services: the various technology and regulated payments services as further described in clause 2.1.
Transaction: an act of placing, transferring or withdrawing funds, or currency conversions, whether by you or a third party. Examples include receiving payments from your customers and making payments to your vendors.
1.2 Headings are for reference purposes only and in no way define, limit or construe or describe the scope or extent of such clause, term or paragraph.
2. Scope of Services
2.1 We offer API-based payments, technology and other services via or to the Partner that enable:
2.1.1 the transmission of your request to perform, and the execution of, Transactions.
2.1.2 the creation of an Account for you to identify funds collected by us for you and using the same to perform Transactions.
2.1.3 if relevant, a payment card issued to you under a card programme managed by the Partner. Further terms governing your use of a payment card will apply.
Please note, however, that not all of the Services may be made available to you, with the result that certain sections of these Terms may not apply to you.
2.2 Our acceptance of you as a customer is strictly linked to what we have enabled the Partner to distribute or perform, as well as the description of the Services that you clearly registered for at or around the same time you signed up to the Partner Services. In case you later want to broaden the scope of the Services, you must first ask the Partner for our prior written approval. Depending on which part of Services is made available to you and the jurisdiction of your operation or residence:
2.2.1 different Rapyd entities and Network Partners may be involved when we provide you with the Services. You hereby authorise the relevant Rapyd entity you are contracting with in its own capacity as well as on behalf of the other Rapyd entities within the Rapyd Group to perform regulated financial services to you in connection to the use of the Services.
2.2.2 the availability of a payment method or certain types of the Services may vary by geography. Your location, and the laws and regulations applicable to your location, may thus affect the range of payment methods or the Services available for you.
2.3 The Services are provided to you without any consideration of your specific financial needs or objectives, and we have not given any financial advice to you in relation to the Services, including advice on the benefits and risks to you.
2.4 We reserve the right to change, suspend or discontinue any aspect of the Services at any time, including hours of operation or availability of the Services or any of its features and functionalities without notice and, save where otherwise specifically provided in these Terms, without liability. We may do this permanently or temporarily (for example, for maintenance).
2.5 Subject always to your compliance with these Terms, we grant you a non-exclusive, non-transferable and revocable licence to access and use the Services solely for your internal business purposes. The Services cannot be used for any other purpose and you are prohibited from leasing, renting, lending, distributing, selling, sublicensing or commercialising any part of the Services. You must also not use our Services to facilitate any criminal or unethical activities.
2.6 All title, ownership, interests, benefits and intellectual property rights in and to the Services and associated technology, data and documentation belong to us and our licensors. Nothing in these Terms confer any title, ownership, interest, benefit or right in or to the Services to you except for your limited ability to access and use the Services in accordance with these Terms.
3. Partner Services
3.1 Your use of the Partner Services is not governed by these Terms, and we expressly disclaim all responsibility and liability for your use of the Partner Services. You are responsible for reviewing, understanding and accepting the terms and conditions associated with the Partner Services, and your separate access to and use of such Partner Services are based on your own evaluation and at your own risk.
3.2 Any fees or payments made to the Partner are as between you and the Partner. Rapyd is not responsible for any pricing as agreed between you and the Partner, or payment disputes or refunds that you may have with respect to the Services. Where the Partner charges you fees for the Partner Services, you hereby instruct us to make payment from your fund balances in accordance with the instructions from the Partner.
4. Relationship with Network Providers
4.1 In offering the Services, we work with various Network Providers and their services may be subject to additional or separate terms. By requesting or using the services of such Network Providers:
4.1.1 you may be required to accept and agree to the terms applicable to such services, which will form part of your agreement with us. Please note that such terms are controlled by the Network Providers and subject to change at any time. Please review all terms regularly in order to ensure that you are aware of, and comply with, the applicable requirements.
4.1.2 your access to and use of any services by the Network Providers are based on your own evaluation and at your own risk. We expressly disclaim all responsibility and liability for your use of any service by or from such Network Providers.
4.2 You will not be a party to any agreement which we may enter into with the Network Providers from time to time, and accordingly you have no right to enjoy or enforce any benefit under such agreement or to claim against the Network Providers.
5. Compliance Checks
5.1 Before using any of the Services, you must initiate and complete the registration process via the Partner and successfully meet our onboarding requirements communicated to you during such process. This includes providing the Partner and us all such information, documentation and data we deem necessary for us to comply with our customer due diligence obligations to identify you and/or your business. Our obligations under these Terms are conditional upon our acceptance of you as an end user, which is at our sole discretion. We reserve the right to decline to provide the Services, without specifying a reason and regardless of whether you are successfully signed up for or already using the Partner Services. For the avoidance of doubt, no Services shall commence until we have successfully completed our onboarding and compliance checks.
5.2 If at any time you become aware of any change to the information or documentation you provided, any change to your ability to meet our onboarding and compliance requirements, you must immediately inform us. Failure to do so means we may take any action we consider to be reasonably necessary, which may include suspension or termination of the Services.
5.3 We may also require from time to time, and you will promptly provide us or the Partner, updated or additional documents or information from you. We are not liable for not making any changes to any document or information if you do not notify us of such changes. We may require you to directly notify the Partner instead of us.
5.4 We may, on an ongoing basis, run further checks on your identity, creditworthiness and other background information by contacting and consulting relevant registries and government authorities. If we are unable to obtain the required information about you to verify your identity, we may suspend or limit your access to the Services, and close your Account. Please provide this information quickly so that there is no disruption to your access to and use of the Services.
5.5 You understand and accept that we may be required to share or furnish any of the information you provide to relevant Network Providers and other Rapyd Group members involved in the Services provision in order for us to provide the Services.
5.6 For the purposes of this clause 5, you hereby consent to us obtaining your personal and/or business credit report from the Partner, information bureaus or credit reporting agencies at the time of registration, when you request certain new services, and whenever we reasonably believe there may be an increased level of risk associated with us providing you the Services.
5.7 We may periodically update any data, document or information as part of our underwriting criteria and risk analysis procedures.
6. Restricted Businesses
6.1 You may not use the Services to operate, support, engage in or be involved in a Restricted Business, and you must not enable any third party operating, supporting, engaging in or involved in a Restricted Business to benefit from our Services. Restricted Businesses include the use of the Services in or for the benefit of a country, organisation, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Commission, or other governments or supranational authorities, or otherwise not supported by us.
6.2 Please review the list of Restricted Businesses before registering for the Services. We may add to or update the Restricted Business List at any time. If you are uncertain whether a category of business or activity is restricted, please immediately inform our Partner and discontinue your use of the Services.
7. Segregated Client Money Bank Accounts
7.1 Subject to your compliance with these Terms at all times, your Account shows the funds associated with Transactions and they may be in different currencies at the same time. We have implemented commercially reasonable administrative and technical measures to protect and safeguard the funds collected in connection with the Services, as further described in clause 7.3 below.
7.2 You certify that you are the beneficial user wholly responsible for administration of the Account, and you are using it for your own business or commercial purposes only.
7.3 You do not earn any interest on any funds collected by us and held for you. The funds are:
7.3.1 held by us on your behalf and not by the Partner.
7.3.2 kept or segregated away from our own funds.
7.3.3 not, and will not be, used for lending to or investment with third parties, or for our own operating expenses.
7.3.4 safeguarded and comingled with the money from or belonging to our other customers, in segregated client money accounts held with a Designated Bank. You may not get all your funds in these bank accounts held with any of these Designated Banks if they become insolvent. We may retain, for our own benefit, any interest which accrues from such funds held.
7.4 You agree that we may appoint the Partner to disburse to you the funds that we have collected or received from you or a third party.
8. Your Account
8.1 The Account is made available to you via the Partner Services. We reserve the right to decline to open an Account for you without specifying a reason.
8.2 Restrictions: Please act reasonably and responsibly when using the Account. The Account must not be used (directly or indirectly) as follows: (a) for illegal purposes (for example, committing fraud); (b) in a way that might harm our ability to provide our Services; (c) to allow anyone else to have access to or use your Account; (d) to abuse, exploit or get around any usage restrictions set by us; (e) to trade in foreign currencies for speculative purposes (that is, to take advantage of any expected rise or fall in the value of a currency) or to take advantage of discrepancies in the foreign exchange market. If we believe that you may have breached these Terms, we may take action to protect ourselves and any other third parties, including closing, suspending or limiting your access to your Account and fully or partially reversing any Transaction.
8.3 Sufficient funds: To carry out a Transaction, you must have sufficient funds held with us to cover the full amount of the Transaction. You may pay us by way of direct bank transfer to us or by other means acceptable to us. Without prejudice to any of our rights under these Terms, you specifically acknowledge that we may deduct or set-off the Transaction amount and applicable fees against any funds collected for you and held by us, including funds held in your Account, without notice. Once the funds are transferred to us to pay for a Transaction, full ownership and title to these funds are transferred to us absolutely and such funds will not be protected or safeguarded in the manner described in clause 7.3 above. We will consider that you gave us consent and authorised us to execute the Transaction once you submit your payment order via the Partner. We do not accept cheques or cash for the purposes of receiving funds.
8.4 Balances: If your Account shows that the fund balance becomes negative, for whatever reason, we may decline your Transaction order.
8.5 Withdrawals: You may withdraw funds by initiating a bank transfer or by using any other withdrawal method made available to you from time to time. You are solely responsible to ensure that your beneficiary’s bank account is valid and that you have provided us with accurate, complete and correct beneficiary bank account and payment details. All funds collected and reflected in the Account should be withdrawn promptly. If you do not give us a withdrawal order within a reasonable period of time as determined by us and, in any event within a maximum period of ninety (90) days, following our receipt of funds, we will, at our discretion and at your costs: (a) return the funds to the Partner; (b) remit the funds to your pre-authorised beneficiary bank account; or (c) remit the funds to you in any other way permitted by applicable law.
8.6.1 If there is no login activity or Transaction with respect to your Account for a prolonged period, we may disable certain features of our Services or close your Account after this period. You may request that we reactivate your Account at any time and we may reactivate it at our sole discretion subject to you providing information we require from you to verify your identity.
8.6.2 If we do not reactivate your Account and you have a fund balance as reflected in the Account, you may be charged a recurring administrative fee which may over time reduce the balance to zero. We will make reasonable efforts to notify you before we start to charge the administrative fees.
8.6.3 Apart from charging you with administrative fees, we further reserve the right to close your Account and terminate the Services. We will make reasonable efforts to notify you before closing your Account and terminating the Services.
8.7 Account Closure:
8.7.1 We will close your Account upon termination of these Terms or in the event of Account inactivity pursuant to clause 8.6, and any pending instructions or Transactions will be cancelled. You can also close your Account at any time by letting us know, and you can do this through the Partner.
8.7.2 If there is a fund balance at the time of its closure, we may ask you to withdraw your funds within a reasonable period of time, during which your Account will be accessible for the purpose of withdrawing the remaining balance only. You further authorise us to execute a payment of any unused funds to you via bank transfer (based on the bank account details you have provided us) or other payment method available to us for purposes of your Account closure. After the expiry of this period, you will not be able to access your Account but you may withdraw any remaining funds for a period of six (6) years from the date of closure of the Account by contacting the Partner to request that the funds be sent to you by a bank transfer or such other payment method made available. Please take note that we reserve the right to charge administrative fees for continuing to hold your funds during this period.
8.7.3 If you want us to send you funds in a different currency than the currency we’re holding for you, we will convert the currency using the rate that applies at the time, and take our usual fee, before sending the funds to you.
8.7.4 You are prohibited from closing your Account to evade an investigation. If you attempt to close the Account during an investigation, we may freeze the Account to protect both of us or a third party against any liability. You will remain liable for any obligations related to your Account even after it is closed.
8.7.5 If after six (6) years from the date of your Account closure there remains a balance and you have not initiated a request that the funds be sent to you after this period despite our reasonable efforts to return the funds to you, we may:
(a) to the extent required by law, treat the funds as abandoned by you and deliver them to the appropriate government authority; or
(b) if there is no unclaimed money law that applies and subject to our internal policy and procedures on the same, transfer your funds to a separate bank account that we administer for purposes of unclaimed monies.
9.1 You authorise us to execute the Transactions as instructed by you in accordance with these Terms. You may only use the Services for legitimate Transactions with your customers, vendors and business partners. You must not initiate Transactions for or on behalf of third parties, which includes use for personal, family or household purposes. You may only use the Services to facilitate Transactions for business (product or services) that we support and meet our requirements. You may not use the Services to conduct any personal transactions or for peer-to-peer money transmission, or for any other purposes prohibited under these Terms.
9.2 To the extent permitted by law, where there is a transfer of funds to you via the Partner’s nominated bank account, you hereby confirm that the Partner is your agent whom you have appointed to receive funds on your behalf. Payment of such funds into the Partner’s bank account constitutes full, final and complete settlement of our obligations to make payment to you. You further accept that you assume all risks of the Partner acting as your agent and requesting that the funds be transferred into the Partner’s bank account. We have no liability to you if the Partner does not: (x) transfer the funds (whether partially or in full) to your bank account, or delays making such payment transfer; or (y) operate its bank account properly.
9.3 We will only accept instructions to enter into a Transaction in relation to any jurisdiction from which we are allowed to process, accept or support payments.
9.4 We may refuse, impose conditions on, or suspend any Transactions, or return funds to original source, if we believe that: (a) a Transaction may violate these Terms or other agreements you may have with us or a Network Partner; (b) a Transaction is or we suspect is unauthorised, fraudulent or illegal; (c) a Transaction was not initiated by you; (d) a Transaction exposes you, us, or others to unacceptable risks, in our sole opinion; or (e) if you do not satisfy compliance obligations, including if we consider information provided to perform customer due diligence, underwriting or risk assessment, insufficient, incorrect or not meeting our risk standards. We may charge for our refusal to perform a Transaction where this is reasonably justified.
9.5 If we suspect or know that you are using or have used the Services for unauthorised, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations.
9.6 We provide the Services to you but we have no way of knowing if any particular Transaction is accurate or complete, or typical for your business. You are wholly responsible for knowing whether a Transaction initiated by your sender or recipient is erroneous or suspicious. If you are unsure if a Transaction is erroneous or suspicious, you agree to review the Transaction and, if necessary, contact your sender or recipient before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.
10. Transaction Limits
10.1 We reserve our sole right to implement, at any given time, monetary or other limits in relation to your use of the Services, including limiting the number of Transactions that you may initiate, how much you can receive or pay via your Account, or how long you may ask us to hold fund balances for you. These limits can change from time to time.
11. Foreign Exchange
11.1 Given the nature of cross-border payments and the frequent involvement of multiple banks or payment service providers, you acknowledge and accept that:
11.1.1 it may take some time for us to actually receive a payment from your payers.
11.1.2 you are responsible for ensuring that any payment to you is made in the currency you would like it to be in, if it is not the default currency allowed or chosen by you. Otherwise the payment will be converted to the default currency allowed by your Account or your chosen default currency instead.
11.1.3 you bear any risks with respect to your incoming fund transfers arising from foreign exchange rate fluctuations that may happen between the time your payers send the funds to the time when we actually receive the funds. This includes the risk that your Account might reflect amounts with less than you expected.
11.1.4 We are not responsible for losses where payments are returned in a different currency. Sometimes, funds you have instructed us to transfer to a third party are not paid into their account and are returned to us. If we had to carry out a currency exchange when we performed the Transaction and can show that we did everything right, when we return the funds to you (and reflect the same in your Account) we will convert it back to the original currency. This means that the amount you receive back might be less than the payment you made. We would not be responsible for any losses that this causes you.
11.2 You may instruct us to make a currency conversion Transaction on a standalone basis, or as an ancillary transaction in connection with a withdrawal or payout where the source currency is different from the payout currency. We provide the currency conversion Services only for the currencies supported by us on a real time, spot basis. You must not use the currency conversion Service for speculative or investment purposes, and we may decline your order if you request an exchange Transaction which we deem to be a leveraged foreign exchange transaction, or in violation of applicable laws or our risk management policies, including restrictions or limits that we place on your Account.
11.3 If applicable laws restrict a fund transfer or a currency conversion in connection with your Transaction order, including situations where after a currency conversion, the converted amount cannot be transferred to you or your designated payee/beneficiary account, we shall not be liable to you for any loss you may incur. If your payment or settlement order is in violation of any applicable laws in relation to cross-border payments, we are entitled not to execute the Transaction order. If we have already converted the payment amount, we may re-convert the payment amount into the source currency at the then prevailing exchange rate set by us. Any foreign exchange loss and associated fees with respect to the currency conversions (including the re-conversion) will be borne by you.
12.1 You shall not perform, or allow to be performed, any actions that are or will be detrimental to the security or performance of our Services, or result in the degradation of our Services for any other end users. If you are accessing our Services as part of a tool, application, platform, portal or device by the Partner, or otherwise as part of your use of the Partner Services, you are wholly responsible for: (a) keeping your username, password or other login credentials safe; (b) taking all reasonable steps to ensure your access to the Services is safe (for example, by using a secure internet connection and making sure you log off when you leave the tool, application, platform or device); (c) complying with our or the Partner’s reasonable instructions in relation to your use of our Services; (d) not doing anything during or after the duration of these Terms which may result in the security of the Services being compromised; and (e) informing the Partner immediately if you suspect your details have been compromised.
13. Customer Support
13.1 The Partner is solely responsible for providing support to you regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your access to and use of the Services. We are not responsible for providing support for the Services to you. Accordingly, please reach out to the Partner as your first point of contact if you need to communicate with us.
13.2 If we need to, we will contact you generally through the Partner or, if this is not possible, communicate directly with you using the email address or other contact details you have provided to us or the Partner. You must inform the Partner immediately of any changes to your contact details in order for the Partner to relay the same to us.
14. Set off
14.1 You agree that we are entitled, at any time and without prior notice to you, to combine or consolidate the available fund balance maintained by us for you, and set off or transfer any money standing to the credit of any your balances stated in your Account in or towards settlement (whether in full or in part) of any amount owed by you to us or a third party. For the purposes of this clause, we may make any necessary currency conversions at the rate we consider appropriate. If you don’t have enough to pay any amount you owe us, and do not repay us within seven (7) days in accordance with clause 8.3 above, we are entitled to recover the amount by exercising our right of set-off; or taking other legal steps to recover the money you owe us, such as instructing lawyers or debt collectors. If we take any (or all) of these steps, we might charge you our reasonable costs.
15. Representations and Warranties
15.1 You represent, warrant and undertake unconditionally and at all times that:
15.1.1 you are eligible to register and use the Services, and have the authority to execute and perform the obligations required under these Terms.
15.1.2 any document, data or information you provide to us directly or via the Partner is accurate, complete and up to date.
15.1.3 each payment you receive is solely in payment for your provision of bona fide goods and/or services to your senders.
15.1.4 you will comply with all laws, ordinances, constitutions, regulations, statutes, treaties, rules, codes, licences, certificates and orders applicable to your use of the Services.
15.1.5 you 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.
15.1.6 you will notify us if your circumstances change such that you do not or in the future will not fulfil your obligations under these Terms.
15.1.7 you are now and will continue to be compliant with all applicable laws governing the privacy, protection, and your collection, use and disclosure of any data that you provide to us or access through your use of the Services.
16. Your Obligations
16.1 You must promptly notify the Partner in writing immediately if any of the following occurs or is likely to occur: (a) changes to your business, e.g. product or services offering changes or additions; (b) changes to your address, website (URL) or email address; (c) you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; (d) there is an adverse change in your financial condition; (e) there is a planned or anticipated liquidation or substantial change in the basic nature of your business; (f) if you transfer or sell 20% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; (g) there is a change in your regulatory status or you been notified that you are the subject of an investigation or enforcement action by a regulator or law enforcement; or (h) you receive a judgement, writ or warrant of attachment or execution, lien or levy against 20% or more of your total assets.
16.2 You must also follow our policies, procedures and any operating instructions relating to the Services that we communicate via the Partner at any given time.
17. No Warranties
17.1 WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY US OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM US, ANOTHER RAPYD ENTITY OR THE PARTNER, AND WHETHER ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY TO YOU.
17.2 WE DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (A) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (B) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (C) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (D) THAT WE WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (E) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF ANY DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OR IMPAIRMENT OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT WE MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.
17.3 NOTHING IN THESE TERMS OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY OF THESE TERMS OF TO BE VOID.
18. Limitation of Liability
18.1 To the fullest extent permitted by law, we will under no circumstances be responsible or liable to you for any of the following loss, damage, expense, claim or damages, even if they are foreseeable, and whether or not you have been advised of the possibility of the same: (a) any direct, indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use our Services or for the unavailability of the Services; (b) loss of opportunity, profits or revenue; (c) personal injury or property damage or loss (including loss or compromised data); and (d) any other loss or damage arising out of, in connection with, these Terms or your use of the Services.
18.2 We are further not liable, and deny responsibility for, any damages, harm or loss to you arising from or relating to hacking, tampering, or other unauthorised access or use of the Services or data, or your failure to use or implement anti-fraud measures, security controls, or any other data security measure. We further deny responsibility for all liability and damages to you or others caused by: (a) your access or use of the Services inconsistent with any documentation we may have provided; (b) any unauthorised access of servers, infrastructure, or data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
18.3 In no event shall we or any other members of the Rapyd Group, as well as each of our agents, representatives, directors, officers or employees, be liable for any act or omission resulting from circumstances beyond their reasonable control.
18.4 You agree that we may limit any additional liability not disclaimed or excluded under these Terms and that any such liability shall be limited to and be discharged by us, at our sole election, by supplying the relevant Services to you again, or the payment of the cost of having the relevant Services supplied to you again.
18.5 To the fullest extent permitted by law, these limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
18.6 You waive any and all rights to bring any claim or action related to your use of the Services beyond one (1) year from the first occurrence of the act, event, condition or omission on which such claim or action is based.
19.1 You agree to defend us and our affiliated Rapyd Group entities, as well as each of their respective employees, agents, and service providers (each an “Indemnified Person”) against any actual or potential claim, suit, demand, loss, liability, damage, action, demand, expense, cost, penalty or proceeding (each, a “Claim”) suffered or incurred by an Indemnified Person, and you agree to fully reimburse the Indemnified Persons for any Claims that arise or result from: (a) your breach of any of these Terms; (b) your use, misuse or abuse of the Services; (c) your negligence or wilful misconduct; or (d) contractual or other relationships between you and others. You hereby authorise us to set off any amounts which you owe to the Indemnified Persons pursuant to this clause from the balances reflected in your Account. For clarity, this clause survives the termination of these Terms.
20. Liability for Your Personnel; Fines
20.1 Without limiting, and in addition to, any other obligation that you may owe under these Terms, you are at all times responsible for the acts and omissions of your representatives, employees, contractors and agents (“Personnel”), regardless of whether such persons are acting within the scope of their relationship with you or not. We may require you or your Personnel to provide additional information or documentation demonstrating your Personnel’s authority, including power of attorney or other similar documents.
20.2 You are also responsible for any and all costs, penalties, liabilities, charges, fees, levies, expenses and/or fines imposed on you by us or any third party (including a Network Provider) in connection with your use of the Services. This means you must immediately pay any such amount on our demand, and you agree that we may appoint the Partner to collect such an amount from you.
21. Term; Termination
21.1 These Terms are effective upon the date you first access or use the Services and continue until terminated by us. Subject to your compliance with these Terms, you may also terminate the use of our Services at any time by cancelling the Partner Services with the Partner. If you use the Services again or register for another Account, you are consenting to these Terms again.
21.2 We may, at any time and with immediate effect, suspend, block or terminate any part of the Services, including your ability to access funds stated in your Account. Circumstances in which we may do so include when:
21.2.1 we determine in our sole discretion, or we are informed by a Network Partner, that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with us providing the Services.
21.2.2 you are, or we believe you are or will be, in breach of these Terms.
21.2.3 you use the Services in a prohibited manner or otherwise do not comply with, or breach, any other agreement applicable to the Services (such as the terms and conditions of the Network Partner).
21.2.4 we have to meet our obligations under any law or regulation, or when a governmental authority or Network Partner instructs or is likely to require us to do so.
21.2.5 you do not provide us with information required by us, or we believe such information is inaccurate or incomplete.
21.2.6 you are or likely will become subject to debt collection action or compulsory winding-up; cease trading or commence cessation proceedings, or are declared insolvent; become subject to debt relief proceedings; enter into composition proceedings or similar debt relief arrangements, or are declared bankrupt; or enter into a scheme of arrangement, restructuring proceedings or liquidation, or a moratorium as part of such proceedings or liquidation.
21.2.7 there is a change in any applicable laws or regulatory permissions, the effect of which is that we cannot lawfully provide the Services without obtaining additional licences.
21.2.8 there is a change in control of you.
21.2.9 you have conducted yourself in a manner that causes damage to our reputation or goodwill, either with our Network Partners or with the market more widely, including but not limited to any regulatory authorities or law enforcement agencies.
21.2.10 you no longer have access to or use the Partner Services, or the Partner has informed us that its agreement with you has terminated.
21.2.11 our relationship with the Partner terminates for whatever reason.
21.3 We may not provide any notice of suspension or termination in the event of an emergency, data breach, security incident, or where we reasonably consider that any delay in suspending or terminating the Services would cause us to be in breach of applicable laws, ordinances, constitutions, regulations, statutes, treaties, rules, codes, licences, certificates, orders, or directives or instructions by a regulatory authority.
21.4 In the event of any suspension or blocking of the Services, we may give you reasonable notice before or as soon as possible after, to the extent we are not prohibited by any law or regulation. We will resume or unblock the Services as soon as the reason for the suspension or blocking no longer exists.
22. Effects of Termination
22.1 Termination does not immediately relieve you of obligations incurred by you under these Terms. Upon termination, you agree to: (a) complete all pending Transactions; (b) stop accepting new Transactions; and (c) us stopping the Services and your access to any data.
22.2 Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to these Terms. If you terminate the Services and provided that you have complied with these Terms and our procedures on closing your Account, we will pay out any remaining funds owed to you in accordance with your instructions.
22.3 In addition, upon termination you understand and agree that: (a) licences granted to you under these Terms will end; (b) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (c) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (d) you are still liable to us for any fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
23. Data Sharing
23.1 By accessing or using the Services, you give us permission to disclose the following information to the other entities within the Rapyd Group: (a) the fact that you are our end user and the Partner’s client; (b) the Services we provide to you; (c) any unique identifier or number attributed to you, a Transaction or your Account; (c) your fund balance(s); (d) operations performed or being performed on your behalf; (e) your debt obligations to us; (f) the circumstances in which we provide the Services to you; (g) your financial situation and assets; (h) other personal and commercial document, data or information you have provided to us; and (i) your activities, plans, debt obligations or transactions with third parties. The information would be disclosed when: (x) it is necessary for us to perform our financial accounting, audit, or risk assessment activities; (y) we use common information systems or technical equipment (servers); or (z) it is necessary for the provision of the Services.
23.2 We may collaborate with the Partner and our Network Providers on issues relating to your access to and use of the Services, and you consent to us discussing your access to and use of the Services and related information with them for the purposes of supporting your experience of our Services and improvements thereto.
24 Responding to Legal Process
24.1 We 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 any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by 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. We are 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.
25.1 You remain responsible for determining any taxes that apply to the payments you make or receive, and for collecting, reporting and remitting the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your access or use of the Services, or for collecting, reporting or remitting any taxes arising from the 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 the Services.
26. Disclosures and Notices; Electronic Signature Consent
26.1 You consent to the electronic provision of all disclosures and notices from or by us, whether directly or via the Partner. Notices may include notifications about the Services and changes to any part of our Services, or other information we are required to provide to you by law. You therefore agree that: (a) your electronic consent will have the same legal effect as a physical signature; and (b) electronic delivery of a notice has the same legal effect as if we provided you with a physical copy. We will consider a notice to have been received by you within 24 hours of the time a notice is posted to you. Due to the nature of our Services, you will not be able to begin using the Services without agreeing to electronic delivery of notices. However, you may choose to withdraw your consent to receive notices electronically by terminating our Services.
27. Changes to these Terms
27.1 We have the right to amend these Terms at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services. Any changes will come into effect after 30 calendar days, unless another date is specified in the notice, and your use of the Services after a change has taken effect, constitutes your acceptance of the updated Terms. If you notify us that you do not wish to be subject to the new Terms, we will interpret such notification as a termination on your behalf. In the event of requirement by governmental authorities or others, for reasons related to important security, compliance or risk conditions, or changes to legislation, we may be required to change these Terms with immediate effect.
28.1 You may not assign, transfer, sell, rent, license or delegate the benefit or use of the Services, any rights, obligations or licences granted in these Terms, or the operation of your Account to a third party without our prior written consent. If we consent to any assignment, the assignee must agree to (a) assume all of your rights and obligations owed by you related to the assignment, and (b) comply with these Terms and any other conditions we may require. We may, with reasonable notice to you, assign or transfer any part or all of these Terms without your consent or any other restriction.
29.1 No Agency
30. Nothing in these Terms serves to establish a partnership, joint venture, or agency relationship between you and us, unless otherwise expressly stated. Each of us is an independent contractor. For clarity, we are not your trustee or the agent or trustee of any sender that you receive payments from or any payee that you make payments to.
30. Force Majeure
30.1 Neither party will be liable for: (a) any delays in processing or other non-performance caused by telecommunications, utility failures, or equipment failures; (b) labour strife, riots, war, or terrorist attacks; (c) non-performance of our vendors or suppliers, fires or acts of nature; or (d) any other event over which either party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay fees or fines, or any refunds, reversals or returns with respect to a Transaction. If an event affecting us or the Services continues for an unreasonable period as determined solely by us, we may terminate these Terms in part or whole.
31. Entire Agreement
31.1 These Terms and all documents that are incorporated by reference constitute the entire agreement between you and us for the provision and use of the services. Except where expressly stated otherwise in a writing, these Terms set forth your exclusive remedies with respect to the Services and will prevail over any conflicting policy or agreement for the provision or use of the services. If any of these Terms is held to be invalid or unenforceable, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
32. Cumulative Rights, Construction, Waiver
32.1 The rights and remedies of the parties under these Terms are cumulative, and either party may enforce any of its rights or remedies under these Terms, along with all other rights and remedies available to it at law, in equity or under these Terms. None of these Terms will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any of these Terms will not constitute a waiver of that party’s rights to subsequently enforce the provision. A waiver shall be effective only if made in writing.
33.1 Terms that give rise to a party’s ongoing obligation will survive the termination of our Services. Without prejudice to the generality of the foregoing, the following clauses shall survive the termination of these Terms: 5, 8.5, 8.6, 14, 16.2, 18, 19, 20, and 22 through to 36.
34. No Third Party Benefit
34.1 Unless otherwise notified to you in writing, these Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Terms.
35.1 In the event these Terms are translated into a foreign language, in the case of any conflict or discrepancy between the English language version and foreign language version, the English language version shall prevail.
36. Governing law and Jurisdiction
36.1 These Terms and the rights of the parties hereunder shall be governed and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, exclusive of conflict or choice of law rules. Any disputes shall be settled before the courts of that Rapyd Jurisdiction.
37. Additional Terms
37.1 If you are a non-Hong Kong resident, you hereby confirm, understand and accept that:
37.1.1 we perform the Services and Transactions in accordance with relevant Hong Kong laws only, and do not warrant or represent that the Services we provide from Hong Kong comply with the laws of another jurisdiction, be it the country of your residence or any other country.
37.1.2 these Terms, our website contents, information stated in any of our publicly available documentation and the terms of the Partner Services are not and should not be deemed as an offer, solicitation, promotion or advertisement of our Services in any country where such offer, solicitation, promotion or advertisement is legally prohibited.
37.1.3 any existing or future licence or exemption granted by the Customs & Excise Department or any other governmental agencies to us to continue providing the Services does not mean that you will be able to recover all the money you paid to us if our business fails.
37.1.4 we are providing the Services to you to fulfil your request that we do so on your own exclusive initiative. You therefore must obtain the necessary authority, approvals, permits or registrations to request or initiate any Transactions, or use the Services, in the country of your residence. We reserve the right to reject your Transactions or block your access to the funds if we do not believe you have the necessary authority, approval, permit or registration to use our Services in or from the country of your residence.
37.2 Funds reflected in the Account are not covered by the Deposit Protection Scheme of Hong Kong.