Hong Kong Rapyd Business Account Terms of Service

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, to which it may assign its rights and obligations under these Terms (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 electronic money services, and other related services such as wallet, card issuing, data, technology and analytics services and other business services that may be offered by Rapyd and its affiliates as further described below.

Capitalised terms in these Terms are defined in Schedule 10 (Definitions).

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

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 authorize the relevant entity to perform regulated financial services to you in connection to the use of the Services.
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 9 (Region Specific Terms) if applicable. Funds held for you will not earn any interest.
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

Coverage. These Terms describe the terms and conditions that apply to your use of the Services and Portal. The definitions included therein shall also apply to these Terms. Schedules to these Terms form an integral part of these Terms but may be amended as further detailed below.
Acceptance of these Terms. You acknowledge and agree that to access or use any Services you, and all Authorised Users, must abide by all the terms and conditions in 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, if the context so requires and whether or not these Terms refer directly to Authorised User.
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 9 (Region Specific Terms) for details. Please read these Terms and the relevant Region Specific Terms carefully.
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 terms regularly in order to ensure that you are aware of, and comply with, the applicable requirements.
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;
3. These Terms;
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, without specifying a reason. For the avoidance of doubt, no Services shall commence until (i) we have completed our compliance checks (as further detailed in Clause 4); and (ii) you have agreed to be bound by these Terms.
Amendments to these Terms. We may, in our sole discretion, amend, revise or update these Terms, the Services and Fees, the Solutions, and any additional or supplementary terms that may apply. We will post the amended terms in the relevant section of our Website and, unless otherwise provided – if the changes are material – give you two (2) months prior notice via email or in the Portal. We reserve the right to amend the Terms with immediate effect. 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.
Changes to 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 Services feature, without notice and, save where otherwise specifically provided in these Terms, without liability. We may do this permanently or temporarily (for example, for maintenance).
Access to Terms. You can access and view these Terms at any time via the Portal.

3. Our Solutions and Services

Services. The Rapyd services covered by these Terms include the following:

Services	Reference
Rapyd Collect	[Schedule 3]
Rapyd Disburse	[Schedule 4]
Rapyd Virtual Account	[Schedule 5]
Rapyd Identity Verification	[Schedule 6]
Rapyd Card Issuing	[Schedule 7]
Rapyd Incorporation	[Schedule 8]

Solutions. The Services will be available to you via various Solutions as set out when you sign-up to the Portal. The Solutions available to you may differ/may not be available depending on your location.
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.
Permitted Merchant Products
1. The acceptance by Rapyd of you as a customer is strictly linked to your description of Merchant Products. You warrant and undertake that it is your sole responsibility for ensuring that you (and your Authorised Users) can sign up and use the Services for your Merchant Products. You are solely responsible to ensure that your Products and Services are compliant with the Network Rules and/or and Applicable Laws. If there are any changes to your Merchant Products, you must notify Rapyd for approval to continue to use the Services and Portal (see under Clause 1.3 – Get in Touch).
2. 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 as notified to you).
Use of Rapyd Services
1. 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.
2. Your use of the Services
  1. 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 third-parties.
  2. 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.
  3. Inactive 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 or your Account for six months or if you had no Transactions for six months, in which case we may 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 in case you had no Transaction or otherwise have not used the Services for one year or more. We will make reasonable efforts to notify you before we suspend the Services, charge a recurring inactivity fee or before we terminate the Services and these Terms.
  4. 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 9 (Region Specific Terms).
  5. 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 of your customer whose behalf you receive or disburse payments. 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 Services 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 such Merchant Products or Services. You warrant and undertake that you will address all queries and resolve any disputes regarding Merchant Products and Services with your customers and any other customer issues that may arise. You further agree and acknowledge that to the extent Rapyd is using third party vendors to provide ancillary or complementary services, Rapyd assumes no liability with respect to such services which may be subject to specific terms of service governed by such third party.

4. Compliance Obligations

Registration and KYC information.
1. Provision of Information.
  1. 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 yourself, your activities, your affiliates, your directors, your shareholders and ultimate beneficial owners, as well as your Authorised Users (if applicable). Such information is also required to ascertain the risk/level of you as our Merchant, and in certain circumstances also the risk of your customers. You warrant unconditionally that all information provided shall be correct and up-to-date.
  2. You will provide Rapyd with at least three (3) Business Days prior written notice of any change of the information, or at least as soon as practically possible. You will on first request from Rapyd provide such additional information and supporting documentation regarding the information referred to above as Rapyd may reasonably determine to need to ensure compliance with Applicable Laws.
  3. 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.
2. Rapyd checks; Additional information
  1. You agree that Rapyd may run further checks on your identity (and – if required – your affiliates, third party agents, your directors, your shareholders, ultimate beneficial owners and any other designated persons including your Authorised Users), creditworthiness and background by contracting and consulting relevant registries and government authorities.
  2. 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. 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 (Compliance) have not been fulfilled or Rapyd has reasonable grounds to believe that you or anyone related to you do not meet our compliance requirements.
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 above – impose certain 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.
Security and Privacy
1. During the duration of these Terms, you acknowledge that you will comply with all security, privacy and data protection laws and regulations which shall be applicable to you in respect to Customer Data;
2. You further 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 where Rapyd is the controller, and the DPA, insofar as it relates to such personal data where you are the controller, as may be updated from time to time, and such terms are hereby incorporated as part of these Terms.
3. You shall maintain appropriate administrative, technical, physical, and organisational measures for the confidentiality, availability, integrity of Customer Data;
4. You and your Authorised Users shall:
  1. keep your usernames, passwords and other login credentials safe;
  2. take reasonable steps to ensure your access to the Services is safe;
  3. comply with our reasonable instructions in relation to your use of our Services;
  4. not do anything during or after the duration of these Terms which may result in the security of the Services being compromised;
  5. inform us immediately if you suspect your Account or Customer Data has been compromised;
  6. Report to us about any unauthorised use such as misuse, theft or unauthorised access to your username, password or other credentials; and-
  7. ensure that you have compatible hardware and software to use the Services, in order to access the Portal.

5. Fees

Fees & Taxes. The Fees applicable to the Services are set out in Schedule 11 (Pricing Table). 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 and Services, 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.
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 Rolling 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.
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 Rolling 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. Duration; Termination

Duration. These Terms are effective upon the date you first accept or use the Services until terminated by you or us, in accordance with the following provisions.
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 3.5.2.3 (Inactive Account).
2. By Rapyd: (i) we may terminate, or suspend the the Services (as we deem fit, in our sole discretion) including some of the Services at any time by giving you:
  1. Two (2) months; or
  2. Without notice and/or with immediate effect if one of the following applies: (a) we have substantial grounds to believe that your activities (including the Merchant Products and Services) may pose or create harm or loss to the goodwill of Rapyd and/or our Network Partners; (b) if you provide false, incomplete, inaccurate or misleading information; (c) if you are engaged in fraudulent, money laundering, terrorism financing or other illegal activity; (d) if we believe that your Account has been compromised; (e) if you become the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership or similar action for the benefit of creditors; or (g) if there is a risk that your Services and Products are not, or are no longer, compliant with Applicable Laws, including in the event that your applicable KYC obligations have not been satisfied; (h) if we are required to do so under the Applicable Laws; or (i) if your Account is deemed inactive as set out in Clause 3.5.2.3 (Inactive Account).
Effect of Termination
1. Upon termination of these Terms, the following shall apply, unless otherwise determined by us:
  1. All Fees owed to us will become payable;
  2. 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 Rolling 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;
  3. Any pending Transactions submitted through the Portal will be cancelled ten (10) days after termination; and
  4. 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.
2. 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.
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 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.
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.

7. 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.

8. Indemnification

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 these Terms 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 8.1 states Rapyd’s entire liability and your exclusive remedy for any claim of intellectual property rights infringement or misappropriation.
Your indemnity
1. You agree to defend, indemnify and hold harmless Rapyd, our Network Partners and any other third party 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 services related to the Services.
2. In addition, and without limitation to the above, you shall promptly reimburse Rapyd for any amount erroneously received following your Transactions or your customers’ Transactions.

9. Exclusion and Limitation of Liability

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.
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 9.1.
Exclusions. None of us and our affiliates, including our respective officers, employees, agents, licensors, our Network Partners or other third party providers, 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 13 (Force Majeure) or a delay resulting from such situation or event.
Limitations. The aggregate liability attributable to us and our affiliates, including each of our officers, employees, agents, licensors or other third party providers, 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.
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.
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.

10. Confidentiality

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.
The provisions of this Clause 10 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.
Notwithstanding Clause 10.1, we may disclose your Confidential Information to our officers, employees, professional advisers, insurers, agents and subcontractors, as well as those of our affiliates and Network Partners, who have a need to access your Confidential Information for the performance of their work with respect to these Terms.

11. Intellectual Property Rights

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.
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.

12. 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 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.

13. 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.

14. Governing Law and Jurisdiction

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.
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).

15. 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.

16. No Partnership

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

17. Entire Terms

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).
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.

18. Notices

By registering to our Services, you agree that such registration constitutes your electronic signature you consent to electronic provision of all disclosures and notices from Rapyd, including those required by Applicable Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
You further agree that Rapyd can provide notices regarding the Services to you through our Website or through 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.

19. Other Miscellaneous

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.
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.
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.
Language. You acknowledge that they have required these Terms and all related documents to be drawn up in the English language.

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 Identity Verification
Schedule 7: Rapyd Card Issuing
Schedule 8: Rapyd Incorporation
Schedule 9: Region Specific Terms
Schedule 10: Definitions
Schedule 11: Pricing Table

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.

Jurisdiction	Contracting Entity	Regulatory Licence	Registered Address
United Kingdom	CashDash UK Limited	Electronic Money Institution (900769)	North West House, 119 Marylebone Rd, Marylebone London, NW1 5PU, United Kingdom
Hong Kong	Neat Limited	1. Money Service Operator Licence (19-06-02796) 2. Money Lender Licence (‍0645/2022)	12/F, Spaces, 8 Queen’s Road East, Wan Chai, Hong Kong
Hong Kong	Neat Asia Limited	Trust and Corporate Service Provider (TC007913)	12/F, Spaces, 8 Queen’s Road East, Wan Chai, Hong Kong
EEA	Rapyd Europe hf.	Electronic Money Institution	Suðurlandsbraut 30, 108 Reykjavik, Iceland
Other jurisdictions	The relevant Rapyd entity based on your location – please contact us	For more information, please contact us (see: Clause 1.3.4) and you will be informed about the right process.

Schedule 2 – Solutions

The Solutions and individual Services available to you may vary depending on your jurisdiction. If a Solution is not available in your location, you will not be able to choose this option.

Solutions	Services	Availability
Rapyd Business Account	Includes Rapyd Collect, Rapyd Disburse, Rapyd Virtual Accounts, Rapyd Digital Verification, Rapyd Card Issuing	United Kingdom, Hong Kong*
Rapyd Collect	Includes Rapyd Collect	EU, UK
Rapyd Incorporation	Includes Rapyd Incorporation	Hong Kong

*Note that some of the Services/Solutions are currently not available / partially available in certain regions. For example, Collect services are not available.

Schedule 3 – Rapyd Collect

Description of Collect Services. Once you have set up your Portal, you may use Payment Methods to receive Transactions from your customers into your Rapyd Wallet as prompted in the Portal. The Payment Methods available to you may vary depending on your location and additional terms can apply. If you signed up for a Rapyd Business Account and have passed our compliance checks you are eligible to use the Payment Method Card Acquiring and/or Virtual Accounts as applicable to your Solution. If you signed up for the Solution Rapyd Collect you are only eligible to use the Payment Method Card Acquiring without Virtual Accounts. You may receive Payments through us in accordance with these Terms in any Supported Currency we have approved for you. Each Payment is an individual contract between you and us.
Region Specific Terms. Region specific terms may apply to you and your use of these Services, as set out in Schedule 9 (Region Specific Terms). Please ensure that you read the Region Specific Terms, this Schedule, and any additional Payment Method terms carefully. To the extent of any inconsistency the Region Specific Terms will prevail.
Pre-KYB Limits. Where applicable, you may be able to use the Payment Method Card Acquiring to receive Payments on setting up your Portal and before you have passed our compliance checks. Any Payment processed by Rapyd will be subject to certain limits, depending on the level of compliance approval, which will be displayed to you in the Portal .
Payment Limits. Before we fully activate the Collect Services for you, we will 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 Payment limit;
(b) monthly Payment limit; and
(c) per 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.
Card Acquiring. Depending on the Solution you have signed up for Payments processed as part of Rapyd Collect Services. Card Acquiring allows you to collect funds to your Rapyd Wallet through our Network Partners in one of our Supported Currencies.
Virtual Accounts. Virtual Accounts allow you to collect funds to your Rapyd Wallet through external bank transfers in one of our Supported Currencies. In order to collect funds through the Payment Method Virtual Accounts you must have a Rapyd Business Account and fully pass our compliance checks. Once you have been compliance approved we will assign a Virtual IBAN to your Rapyd Wallet.
1. To receive Payments to your Rapyd Wallet through the Virtual Account you must provide Payment Instructions assigned to you by Rapyd to your customer. You are solely responsible for providing your customer with the correct Payment Instructions. You will not receive incoming funds if you provide incorrect Payment Instructions.
2. There may be restrictions on the source of your funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms in Schedule 9 (Region Specific Terms). Please read these carefully.
3. You represent and warrant to us that each Payment you receive through the Virtual Account Services is solely in payment for your provision of bona fide products and/or services to your customer.
4. We will receive and hold the received funds in one or more underlying bank accounts in our name for the sole purpose of providing the Collect Services as part of the Solution Rapyd Business Account. The funds in any underlying bank account will be pooled and commingled together with those of other users of Services offered by us.
5. After we confirm receipt of the funds collected through the Virtual Account and complete our compliance checks, we will update the balance of your Rapyd Wallet. We are not responsible for any funds transferred from your customer until after we have updated the balance of your Rapyd Wallet, which is generally within one (1) Business Day of our actual receipt of funds. The transfer of funds from your customer to our designated underlying bank account is a service provided by third parties 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.
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. 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 24 (Rolling Reserve).
Minimum settlement amount. We reserve the right to apply minimum settlement amounts to your Settlement Account, which will be specified in the Portal.
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 11 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.
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. Where the funds are not in one of the Supported Currencies we offer you to execute the Transaction by performing a currency exchange. We or our Network Partners will convert the funds to a Supported Currency in which case we will apply an exchange rate for such conversion. The exchange rate will be based on a daily rate calculated by us one (1) Business Day before the applicable Settlement and which will be derived from the rates published at CurrencyLayer (available at: (https://currencylayer.com/dashboard).
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 Fees or other costs.
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 adjustments for processing a Refund. You will be solely responsible for bearing any foreign exchange gains/losses in relation to any exchange rate fluctuations between the time when the Refund and the original Payment are processed.
2. You should only make Refunds in respect of the Products and Services 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. Where we are providing Card Acquiring the value of any Refund will be deducted from you immediately and no later than the end of the Business Day after the Refund is submitted. We are liable for: (i) the correct execution of Refunds unless we can prove that the payment service provider of the recipient received the amount of the Refund. Where applicable, on your request, we will make immediate efforts to trace a non-executed or defective Refund and notify you of the outcome and without undue delay refund to you the amount of the non-executed or defective Refund and, where applicable, restore your funds to the state it would have been in had the non-execution or defective execution not taken place; and (ii) any charges for which you are responsible and interest you must pay, in each case, as a consequence of the non-execution or defective execution.
4. We may refuse to execute a Refund if it does not meet the conditions of these Terms or 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.
5. When we execute a Payment or Refund in accordance with details provided by you, the Payment or 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 Payment or Refund, but we will make reasonable efforts to recover the funds involved in such a Payment or Refund.
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 Amount, 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.
Errors. Unless as provided in the Region Specific Terms (Schedule 9), you must notify us promptly after becoming aware (and in any event within 13 months of the Payment) 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. If the error resulted in you receiving less money than you were entitled to, we will credit your Settlement Account the difference. If the error results in you receiving more money than you were entitled to, we may debit the overpayment from your funds pending settlement or Rapyd Wallet, or if your funds pending settlement or Rapyd Wallet is insufficient to cover the shortfall. You authorise us to set off and deduct from any amount we hold for you against the overpayment paid to you.
Collect Chargebacks. Any Payment submitted by you for processing which is in breach of this Schedule 3 (Rapyd Collect), 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. Without prejudice to the indemnities set out in these Terms, you also agree that we shall have discretion to accept, dispute, compromise or otherwise deal with any claim made against you and/or us arising out of a Payment submitted by you for processing.
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 these Terms.
Evidence supporting Chargebacks. In connection with a Payment disputed by your customer for services not rendered and/or products not delivered or not as ordered and rebuttal of a chargeback, you may be required to provide us with documented evidence relating to the products or services you provided, including but not limited to, invoices, correspondence, documents relating to deliverables, shipping certificates, tracking numbers and the like. Should you request that we pursue a claim on your behalf to rebut a chargeback we will have full discretion whether or not to do so, including on the basis of the documented evidence provided as aforesaid, and subject to other conditions that may apply.
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 Reversals, Chargebacks, Fees, fines, penalties and any other liability from our Network Partners. The actions we may take include but are not limited to the following:
1. We may, at any time and without liability, limit or suspend your right to use the Rapyd Collect Services if we believe that you are in breach of your obligations under these Terms or our acceptable use policy. If possible, we will give you advance notice of any limitation or suspension, but we may take such actions without advance notice under certain circumstances, including if we believe that your use of the Rapyd Collect Services represents a security threat or involves fraud or any other illegal activities.
2. Refuse any Payment at any time, provided that, upon request and where we deem appropriate in the circumstance, we will provide the reasons for the refusal and steps for resolution of the problem.
3. Reverse any Payment (including, if appropriate, to your customer’s credit card), that violates, or we reasonably suspect may violate these Terms or our acceptable use policy.
4. Hold your funds or suspend settlement or limit the Net Settlement Amount payable to you or your use of the Portal, to the extent and for so long as reasonably needed to protect against the risk of liability or as required to mitigate any fraud, credit or regulatory risk in relation to your Payments at any time during and after termination of this Schedule 3 (Rapyd Collect).
5. Charge a higher fee rate for your Payments.
6. Our right under this Clause survives any termination of this Schedule 3 (Rapyd Collect).
Handling of Disputes and Chargeback Claims. 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, as against you, 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) 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.
Transaction Monitoring – Risk Management. You agree and authorise us to monitor your Payment activities for managing our risks associated with your use of the Rapyd Collect 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. 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 Rapyd Collect Services by you or your customers. We may also limit or terminate this Schedule 3 (Rapyd Collect) and your use of the Rapyd Collect Services if we, in 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.
Cost recovery. Without prejudice any of our rights to recover our costs from you, if any of the following occurs, you shall pay us for our reasonable costs and expenses incurred in relation to:
1. any Chargeback from your customers (i.e. holder of the payment instrument) or issuer of the payment instrument with respect to your Payment;
2. any fines, levies or costs incurred by us as a result of your breach of any Applicable Law, Network Rules, or requirements of our Network Partners;
3. any fines, levies or costs incurred by us because your Payments exceed the Chargeback rates set out by the Network Partners; and
4. any arbitration or court Fees and other reasonable expenses incurred by us if a Network Partner elects to proceed to arbitrate or file a court claim in relation to your Payments.
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 Fee Schedule (if the high risks Payments processing fee rate has not been set out in the Fee 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).
PCI-DSS compliance. You acknowledge that Collect Services/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 Rapyd shall 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 these subsections 21.1-21.4 may, without prejudice to Rapyd’s other rights and remedies, result in suspension of the Services or termination of these Terms.
Rolling Reserve. For use of the Card Acquiring Payment Channel a Rolling Reserve will be applied and held for a certain period of time. We will hold the Rolling Reserve from settlement for as long as we deem necessary, in our sole discretion, to mitigate any risks related to your Payments notwithstanding the expiration of the holding period. Net Settlement Amount subject to a Rolling Reserve will not be available for settlement or for making Refunds. If we decide to release part or all of the Reserve to you, you remain liable for all obligations related to your Payments even after any such release. Details concerning the Rolling Reserve amount and Reserve holding period are set below and any adjustment to the Rolling Reserve will be notified to you from time to time via the Portal. By using (or continue to use) the Rapyd Collect Services, you authorise us to, in our sole discretion, withhold from settlement and place a Rolling Reserve during your use of the Rapyd Collect Services, notwithstanding any other terms in this Schedule 3 (Rapyd Collect).

Rolling Reserve:

Amount 10% of each Payment received through Card Acquiring

Holding period 180 days
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 Rolling 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.
Other Restrictions. The other restrictions which at our sole discretion may be imposed on you and your use of the Rapyd Collect Services, include changing the speed or method of settlement to you, setting off any amounts owed by you against your Net Settlement Amount and/or requiring that you, or a person associated with you, enter into other forms of security arrangements with us (for example, by providing a guarantee or requiring you or a person associated with you, to deposit funds with us as additional security for your obligations to us or third parties). If we decide to impose other restrictions on you, we will notify you in writing. You also agree to undertake, at your own expense, any further action (including, without limitation, executing any necessary documents and registering any form of document reasonably required by us to allow us to perfect any form of security interest or otherwise) required to establish a security in a manner reasonably determined by us.

Schedule 4 – Rapyd Disburse

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. Each Payout is an individual contract between you and us and notwithstanding anything else stated in these Terms, our liability in relation to a Payout made or otherwise is limited in amount to the cost of making the Payout again, or an obligation to do so again.
Region Specific Terms. Region specific terms may apply to you and your use of these Services, as set out in Schedule 9 (Region Specific Terms). Please ensure that you read the Region Specific Terms and this Schedule carefully. To the extent of any inconsistency the Region Specific Terms will prevail.
Making a Payout. Your request to make a Payout shall be deemed to be received at the time you click “Confirm” (or similar prompt) in the Portal. 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. We may decline your instructions to make a Payout if:
1. the Beneficiary fails to pass our compliance checks;
2. you do not have sufficient funds in your Rapyd Wallet
3. you exceed any applicable limits;
4. it is unlawful; or
5. in accordance with Clause 6.2 (Termination).
  We reserve the right to take any action where a Payout is declined for being unlawful.
Beneficiary. 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.
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). If you don’t have sufficient funds you may pay us by way of direct bank transfer to us or by other means acceptable to us. 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.
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, but would generally expect this to take less than five (5) Business Days, unless a longer period is required by us to comply with Applicable Laws.
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 at the relevant Network Partner’s standard exchange rates which are available upon request in which case we will set the exchange rate for each Payout. The exchange rate we will apply will be based on a daily rate calculated by us one (1) Business Day before the applicable Payout and which will be derived from the rates published at CurrencyLayer (available at: (https://currencylayer.com/dashboard).
Refunds. In the event that a Payout is unsuccessful or refunded and the funds revert back to us, you authorise us to credit the funds back to your Rapyd Wallet, unless any Fees which may be charged by third parties (for example, the bank provider or any other payment provider).
Cancellations. You may not cancel a request to make a Payout once we have received it.

Schedule 5 – Rapyd Virtual Accounts

Description of Virtual Account 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 to receive Payments from your customer into your Rapyd Wallet. You may receive funds through us in accordance with these Terms in any Supported Currency we have approved for you. Each Payment is an individual contract between you and us.
Region Specific Terms. Region specific terms may apply to you and your use of these Services, as set out in Schedule 9 (Region Specific Terms). Please ensure that you read the Region Specific Terms and this Schedule carefully. To the extent of any inconsistency the Region Specific Terms will prevail.
Source of Funds. The Virtual Account Services are provided to facilitate you to receive or collect Payments from your customers via a virtual account. There may be restrictions on the source of your funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms in Schedule 9 (Region Specific Terms). Please read these carefully.
Receipt and balance of funds. After we confirm receipt of the funds and complete our compliance checks, we will update the balance of your Rapyd Wallet. We are not responsible for any funds transferred from your customers until after we have updated the balance of your Rapyd Wallet, which is generally within one (1) Business Day of our actual receipt of funds. The transfer of funds from your customers to our designated underlying bank account is a service provided by third parties 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.
Payment Instructions. To use the Virtual Account Services to receive Payments, you must provide Payment Instructions assigned to you by Rapyd to your customers. You are solely responsible for providing your customers with the correct Payment Instructions. You will not receive incoming funds if you provide incorrect Payment Instructions.
Receipt of funds. We will receive and hold the received funds in one or more underlying bank accounts in our name for the sole purpose of providing the Virtual Account Services. The funds in any underlying bank account will be pooled and commingled together with those of other users of Services offered by us. You are entitled to be paid the funds collected for you as part of our Virtual Account Services. We must pay you such funds when you request a withdrawal, subject to Clause 7 below.
Withdrawal of funds. Subject to any set-off rights outlined below, you can withdraw any funds in your Rapyd Wallet by making a settlement to your Settlement Account or a Payout. 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 9 (Region Specific Terms) or in the Portal. Please read these carefully.
Legitimate source. You must ensure that all funds we receive in connection with the Services come from a legitimate source and otherwise comply with any policy determined by us (for example, for goods and services). You agree to promptly provide evidence of the funding source on request.
Right of refusal. We reserve the right to reject or limit payments and fund transfers to you at any time at our sole discretion. Payments and fund transfers 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. When rejecting a payment of funds transfer to you, we will be under no obligation to disclose the reason for the rejection.
Reversals. If your customer who paid you through the Virtual Account Services 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.
Safeguarding. 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. There may be other safeguarding procedures applicable to your Rapyd Wallet under the relevant Region Specific Terms set out in Schedule 9 (Region Specific Terms).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.Pursuant to Applicable Laws, we will not pay interest on funds paid to us including balances held in segregated bank accounts and we may retain, for our own benefit, any interest which accrues from funds held in any accounts.
Foreign Exchange Fluctuations. Given the nature of cross-border payments and the frequent involvement of multiple banks or payment service providers, you acknowledge that it may take some time for us to actually receive a Payment from your customers. You agree to bear any risks with respect to your incoming fund transfers arising from foreign exchange rate fluctuations that may happen between the time your customers send the Payment to the time when we actually receive the funds.

Schedule 6 – Rapyd Digital Identity Verification

Description of Rapyd Digital Identity Verification (DIV). In order to facilitate the collection of relevant KYC information of your customers as set out in Clause 4.2 of these Terms, you may use Rapyd’s DIV Solution. This Solution includes the scanning of government issued documents and checking their veracity, the screening of such documents against sanction lists and/or the utilisation of other identity verification tools and methods Rapyd may offer from time to time.
Use of DIV – Obligations. If you use Rapyd DIV then you acknowledge that you shall:
1. integrate DIV into your customer verification workflow, consistent the Applicable Laws (and specifically consistent with security, privacy and data protection laws and regulations as set out in Clause 4) including any updates, improvements or adjustments thereon;
2. notify Rapyd as soon as reasonably practical of any non-conforming transmissions, failure to receive transmissions or failure to send or receive such transmissions;
3. select qualified personnel to operate the systems, software and equipment interfacing the DIV and train all your personnel in the use of DIV,
4. ensure that any use of DIV is only made to facilitate the collection of relevant KYC information or to otherwise identify your customers and for no other reason; and

Without prejudice to Rapyd’s other rights under these Terms, you acknowledge and warrant that if you fail to comply with the foregoing obligations, Rapyd may delay performance of the DIV until you have satisfied the requirements under this Schedule 6 or otherwise require additional Fees with respect to your non-compliance.

Schedule 7 – Rapyd Card Issuing

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 9 (Region Specific Terms). You may use the Rapyd Card in accordance with these Terms.
Region Specific Terms. Region specific terms may apply to you and your use of the Card Issuing Services, as set out in Schedule 9 (Region Specific Terms). Please ensure that you read the Region Specific Terms and this Schedule carefully. To the extent of any inconsistency the Region Specific Terms will prevail.
Acceptance. You or your Authorised User agree the Terms outlined in this Schedule 7 (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. The Cards may not be used as consumer Cards and it is your responsibility to ensure that each Cardholder complies with this requirement.
How to issue Rapyd Cards
1. 1. Add a Card. You or your Authorised User can, via your Portal or via the Rapyd App (as applicable), request to issue a virtual 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 7. Cardholders must complete the onboarding procedures as instructed by Rapyd.
  2. Information Request. If requested, you or your Authorised User must provide us with information and documents regarding your Cardholder, 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 if 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. Virtual card activation. Upon receiving email notification approving the Cardholder application, the virtual Rapyd Card will be immediately available for use in the Rapyd Card App (if applicable).
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 7 (Rapyd Card Issuing), you are fully responsible for any purchases charged against your Rapyd Card.
  2. Type of card. The Rapyd Cards may be a credit card, prepaid card or debit card, depending on your location. Please refer to the Schedule 9 (Region Specific Terms) to understand what type of Rapyd Card relates to your Rapyd Card Issuing Services.
  3. 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.
  4. 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 other 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.
  5. Exchange rates. 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 Card Scheme then-current exchange rate, plus any fee levied by the relevant Card Scheme and us in accordance with the Fees. At Point-of-Sale the estimated applicable exchange rate and conversion amount may be displayed at the time of Transaction.
  6. Rapyd property. The Rapyd Card remains our property at all times..
  7. 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.
What is your Credit Limit and Card Limit?
1. Credit Limit. Where you are issued a credit card, you can not 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 pre-paid or debit card is issued the total Card Limits can not exceed the total available balance in your Rapyd Wallet.
3. Total Card Limits. You or your Authorised User,may 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. 3D Secure (3DS) Rolling Reserve. For use of the Card Issuing in which (3DS) will be utilised, a Rolling Reserve will be applied and held for a certain period of time. You will be required to deposit, along with the total available balance in your Rapyd Wallet, the amount specified below. This 3DS Rolling is required to cover any Chargebacks or Reversals due to the use of 3DS. We will hold the Rolling Reserve for as long as we deem necessary, in our sole discretion, to mitigate any risks related to your Card Transactions notwithstanding the expiration of the holding period.
  
  Rolling Reserve – 3DS:
  
  Amount 10% of each Card Transaction
  
  Holding period 180 days
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 7, 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.
How will you make repayments?
1. 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 7 (Rapyd Card Issuing) and the relevant region specific terms in Schedule 9 (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.
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.
Reversing a Transaction/Chargebacks
1. Reversing a Transaction/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.
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 authorised representatives acting on your behalf, owe to us.
3. Indemnity. To the extent permitted by Applicable Law, you and any other authorised person 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 theseTerms;
  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.
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 7 (Rapyd Card Issuing) 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;
  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; and
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 these Terms 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 8 – Rapyd Incorporation

Service Description
1. 1. Rapyd Incorporation comprises our company formation services for select Merchants only. Should your application for Rapyd Incorporation be accepted, Rapyd Incorporation will be provided solely for your benefit. Unless otherwise stated, Rapyd Incorporation does not include corporate secretarial, accounting, tax, audit, legal, financial, nominee directorship, corporate administration, bank account opening, and statutory filing services.
  2. No lawyer-client relationship shall be created through the use of Rapyd Incorporation.
Supplement to the Terms Above
1. 1. The terms in this Schedule (“Incorporation Terms”) supplement these Terms and apply to select Merchants only. These Incorporation Terms, together with the Terms, govern the use of Rapyd Incorporation by you. In the event there is a discrepancy between these Incorporation Terms and the Terms, these Incorporation Terms will prevail. Unless otherwise defined in these Incorporation Terms, all capitalised terms have the meanings given in the Terms.
  2. We reserve the right to modify these Incorporation Terms or any features of Rapyd Incorporation at any time without your prior consent and such modification shall be effective immediately upon either posting on the Website or Portal, or notification to you, as the case may be.
Restricted Countries
1. 1. We cannot provide Rapyd Incorporation to customers who are residing in or have a connection with a country we deem as a high-risk, or where the company to be incorporated as part of Rapyd Incorporation will have shareholders or directors who are residing in or have a connection with such countries. Countries we consider as being of high risk include countries:
    1. subject to sanctions, embargos or similar measures issued by, for example, the United Nations; and
    2. which are vulnerable to corruption or are believed to have strong links to terrorist activities.
Fees, Payment and Refund
1. 1. A service fee will be charged for Rapyd Incorporation, amount and details of which will be published on the Website or as separately communicated to you as part of our secure online payment process. The fee does not include any goods and services tax, value-added tax, sales or services tax, or other similar taxes or duties.
  2. Payment for Rapyd Incorporation must be made in advance and you can only make payment via our payment process and using the valid and accepted Payment Method options (e.g. debit or credit card, bank transfer or direct debit) made available to you. Certain Payment Methods may not be available.
  3. Should your application for Rapyd Incorporation be declined and no company incorporation is effected, the service fee paid will, subject to our discretion, be refunded to you.
  4. You will not be eligible for refund in any other circumstances including but not limited to:
    1. The requested Rapyd Incorporation not being completed because the application and/or submission is rejected by the Companies Registry or any other registrar or authority;
    2. You fail to respond within the time frame stipulated by, or to provide the necessary information and documents requested by the Companies Registry or us (including our officers, employees, agents, licensors or other third-party providers);
    3. You terminate Rapyd Incorporation for a reason other than our material breach of these Incorporation Terms which is not remedied within a reasonable timeframe;
    4. There is a change in laws, regulations or circumstances beyond our reasonable control in relation to Rapyd Incorporation, rendering the provision of Rapyd Incorporation in accordance with the scope as agreed at the time of engagement no longer possible; and
    5. The Rapyd Business Account, if any, is closed or suspended for any reason.
Representations, Warranties and Consents
1. 1. You represent, warrant and undertake at all times that:
    1. you will provide all instructions, information and documents that we and our partners require to provide Rapyd Incorporation in a timely manner;
    2. no company in relation to which Rapyd Incorporation are provided will carry out any illegal activities; and
    3. you will notify us immediately upon any disposal or transfer of any legal or beneficial interest in any company to which Rapyd Incorporation is provided.
  2. By registering for or otherwise using Rapyd Incorporation, you shall be deemed to consent to the provision of certain personal data as set out in the registration form for Rapyd Incorporation, and will obtain from you or other sources information relating to you (such data and information provided to or obtained by us, collectively, “Personal Data“). You may decline to provide the Personal Data, but in such case we reserve the right not to provide Rapyd Incorporation to you.
  3. You further agree that we may retain originals or copies of any information or documents provided by you in accordance with professional standards and Applicable Laws.
Disclaimers
1. 1. To the fullest extent permitted by law, we and our affiliates, including each of our officers, employees, contractors and agents:
    1. are not responsible for the availability of, and services or information provided, by third-party providers. Separate or additional terms shall apply instead with respect to third party providers’ provision of services or information;
    2. do not endorse the satisfactory quality, completeness, accuracy, non-infringement, compatibility, security, timeliness or reliability of any advice, opinion, statement or other material or database displayed, uploaded or distributed or made available as part of or in connection with Rapyd Incorporation;
    3. notwithstanding our reasonable efforts to prevent the introduction and proliferation of any destructive features or viruses, worms, Trojan horses, spyware or computer programme that are intended to or have the effect of disrupting, disabling, harming or otherwise impeding the operation of or access to any computer system or network (“Malicious Code”), do not guarantee or warrant that Rapyd Incorporation or materials that may be downloaded or made available to you from or as part of your use of Rapyd Incorporation do not contain any Malicious Code. If you rely on Rapyd Incorporation and any materials available through this service, you do so solely at your own risk;
    4. shall be entitled to rely upon the accuracy and completeness of all data, information, material or documentation and any instructions from you or your directors, officers, employees or authorised persons without further enquiry;
    5. are not responsible for your non-compliance with applicable laws and your administration of the legal entity we have assisted in its formation for you, including any requirements to pay fees, charges and penalties to the Companies Registry;
    6. do not guarantee the successful incorporation or establishment of any legal entity for or on your behalf; and
    7. do not warrant or represent that Rapyd Incorporation or your use thereof will not give rise to any legal liability on your part or that of any other person.
  2. The information, materials and opinions contained on the Website, Portal and/or provided as part of your use of Rapyd Incorporation:
    1. are provided “as is”, without any conditions, warranties or other terms of any kind and, to the extent permitted by law, the Website, the Portal and Rapyd Incorporation are provided on the basis that all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for these Terms, might have effect in relation to the Website, the Portal or Rapyd Incorporation) are excluded; and
    2. are for general information purposes only, should not be construed as legal, accounting, financial or tax advice or opinions and should not be relied upon in that regard.
  3. You must not rely on any statement, materials or information published on the Website, the Portal or obtained through Rapyd Incorporation without taking independent legal or other professional advice in relevant jurisdiction(s). We reserve the right to correct any errors or omissions in relation to anything published regarding Rapyd Incorporation.
  4. Rapyd Incorporation will be provided based on the information you supply to us and the circumstances made known to us by you. We rely on you bringing to our attention as soon as possible any changes in the information originally provided as it may impact the provision of Rapyd Incorporation.
Limitation of Liability
1. 1. Notwithstanding Clause 9.4 of the Terms, our total liability in connection with Rapyd Incorporation shall be limited to the amount you have paid or is payable by you for the use of Rapyd Incorporation.
  2. You will indemnify and keep indemnified each of us and our affiliates, including our respective officers, employees, agents, licensors or other third party providers, from and against all Losses for which any of them may become liable and against all actions, suits, proceedings, claims or demands of any nature whatsoever which may be asserted, taken or made against any of them, or which any of them may incur or which may arise directly or indirectly by reason of the provision of Rapyd Incorporation or anything done or omitted to be done in relation thereto including legal fees and expenses in connection with the investigation of, preparation for, or defence of any pending or threatened claim or action or proceeding arising therefrom.
Access to Other Links
1. 1. Rapyd Incorporation contains links to other websites. We are not responsible for the availability of these outside resources, or their content, and you should direct any concerns regarding any external link to the site administrator or webmaster of such sites.
  2. The contents of other websites, services, goods or advertisements that may be linked from the Website or the Portal may not be maintained or controlled by us. We are therefore not responsible for the availability, content or accuracy of such other websites, services or goods that may be linked from, or advertised on the Website or Portal. We do not:
    1. make any warranty, express or implied, with respect to the use of the links provided on the Website or the Portal;
    2. guarantee the accuracy, veracity, reliability, completeness, usefulness or adequacy of any other websites, services, goods or advertisements that may be linked from the Website or Portal; or
    3. make any endorsement, express or implied, of any other websites, services, goods or advertisements that may be linked from the Website or Portal.
Suspension and Termination
1. We may:
  1. deactivate or suspend Rapyd Incorporation or any part thereof, with or without notice and without liability to you, to carry out system maintenance, upgrading, testing and/or repairs;
  2. limit or suspend your access to any of Rapyd Incorporation with or without notice and without liability to you if we is of the opinion that such action is appropriate as a result of your use of Rapyd Incorporation;
  3. terminate Rapyd Incorporation with immediate effect if you breach these Incorporation Terms or fail to pay any fees for Rapyd Incorporation when due; and
  4. terminate Rapyd Incorporation with immediate effect if any of the events set out in Clause 6.2.2 of the Terms arises.
2. Rapyd Incorporation may be terminated at any time by either party giving the other one (1) month’s prior written notice.
3. Termination of the Services under the Terms shall automatically terminate your access and use of Rapyd Incorporation.
4. We reserve all of our rights in any intellectual property in connection with these Incorporation Terms. This means, for example, that we remain owners of them and are free to use them as we see fit.
5. Nothing in these Incorporation Terms grants you any legal rights in the content provided in connection with Rapyd Incorporation and/or the Website/Portal, other than as necessary to enable you to utilise Rapyd Incorporation during the term of such Rapyd Incorporation.

Schedule 9 – Region Specific Terms

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.
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. Please read these Region Specific Terms carefully.
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.

Region

Region Specific Terms

Hong Kong

Scope of the Region Specific Hong Kong Terms (Hong Kong Terms)
1. Rapyd Hong Kong [HK] Customers. 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.
2. Contracting entity. The Hong Kong Services offered to you by Neat Limited (Rapyd HK), which is a company incorporated in Hong Kong with company number 2312276 and whose registered office is at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong. Neat Limited is a licensed money service operator (license number: No. 19-06-02796) supervised by the Customs and Excise Department and holds a Money Lender’s Licence (‍0464/2020) supervised by the Companies Registry in Hong Kong and is licenced as part of the Visa network, with Visa Worldwide Private Limited.
3. We are not a bank. Your Rapyd Wallet is not an electronic money account and is not a bank account. 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).
HK Services. The HK Services are provided to you as amended and supplemented in these Hong Kong Terms.
HK Fees. You must pay us all applicable Hong Kong Fees as set out on the Website.
Governing Law. These Hong Kong Terms and the Terms (to the extent that they relate to you) shall be governed by Hong Kong law.
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.
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 5 – Rapyd Virtual Accounts

Source of Funds. You must not transfer (for example, top-up) any of your own funds or use the Virtual Account 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.
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.

Scope. The Rapyd Wallet Services provided by Rapyd HK to HK Customers are for the purpose of supporting the Rapyd Virtual Account and Rapyd Collect Payments. For the avoidance of doubt, it is not an eWallet or stored value facility.

Schedule 7 – Rapyd Card Issuing

Type of card. The HK Visa Card is a credit card.
The Rapyd HK Visa Card. The HK Visa Card and HK Visa Card Facility is offered to you by Rapyd HK.
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 as a Payment Method.
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.

Schedule 8- Rapyd Incorporation

Hong Kong Region Specific Terms – Definitions

HK Customer means company that is established in Hong Kong and such other jurisdictions as set forth in the column headed “Jurisdiction” in Schedule 1 (Contracting Entity).

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.

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 7 (Rapyd Card Issuing) and Hong Kong Region Specific Terms and to 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.

United Kingdom

Scope of the Region Specific United Kingdom Terms (UK Terms)
1. 1. Rapyd UK Customers. These UK Terms apply to the Services offered to UK Customers. These UK Terms are legally binding on you and your Authorised Users (as applicable). You are responsible for ensuring that you and each of your Authorised Users read and understand these UK Terms. If you do not understand any of the provisions of these UK Terms, please contact us before using the Services.
  2. Contracting entity. The Services are offered to you by CashDash UK Limited (“CashDash”)), which is a company incorporated in England and Wales with company number 10207686. Our registered office is at North West House, 119 Marylebone Rd, Marylebone London, NW1 5PU, United Kingdom.. Rapyd UK is authorised by the FCA under the Regulations for the issuing of electronic money and the provision of payment services with reference number [900769].
  3. We are not a bank. Your Rapyd Wallet is an electronic money account and is not a bank account. 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 UK Financial Services Compensation Scheme. You agree that funds held by us on your behalf are not deposits and you will not earn any interest on any E-money in your Rapyd Wallet. If we issue E-money to you, we will safeguard your funds in accordance with regulatory requirements applicable to us..
  4. Corporate Opt-out. Subject to Clause 1.5 (Micro-enterprise), you agree if you are a corporate customer, the following sections of PSR shall not apply to these UK Terms:
    1. Part 6 – articles 40 to 62 inclusive (Information Requirements for Payment Services);
    2. Part 7 – articles 66(1) (charges), 67(3) and (4) (withdrawal of consent), 75 (evidence on authentication and execution), 77 (payer or payee’s liability for unauthorised Transactions), 79 (refunds), 80 (requests for refunds), 83 (revocation of a payment order), 91 (defective execution of payer-initiated Transactions), 92 (defective execution of payee-initiated Transactions) and 94 (liability for charges and interest); and
    3. a different time period shall apply for the purposes of article 74(1) as set out in these Terms.
  5. Micro-enterprise. If you are a Micro-enterprise all these UK Terms apply to you, as specified.
2. UK Services. The Services are provided to you, as amended and supplemented in these UK Terms.
3. E-Money. Your Rapyd Wallet allows you to hold, send and receive E-money we issue to you. We will issue E-money to your Rapyd Wallet when we receive or collect Payments from your customers. You may redeem the E-money held in your E-money Account for par value.
4. 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 at the latest within the following timescales from the debit date of the Transaction, you will not be entitled to have the matter corrected or money refunded:
  1. for Micro enterprises, within 13 (thirteen) months of the debit date of the Transaction; and
  2. for other customers, within sixty (60) days.
5. Where there is an unauthorised payment. 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 4 (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 have acted fraudulently, you will have no right to a refund in any circumstances;
  2. if you 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 secure, 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;
  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 to access the Portal, your Rapyd Account or the Services, you will be liable for up to £35 of any loss (unless you notified us of the loss, theft or misuse of your details before the loss occurred).
6. Where a payment has not been made, or has been made incorrectly or late. Subject to the provisions of Clause 4 (Unauthorised or incorrect Transactions) above, we will refund you where you have made a Payout request and we did not comply with it, or we sent it to the wrong account, or we did not send it within the timescales set out in Schedule 4 (Rapyd Disburse) of these UK Terms. 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. If you gave us incorrect payment details, or you want to recover the funds for some other reason, 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 Beneficiary’s account provider to give us details of the Beneficiary and we will pass these details to you;
  2. if the payment was made to an account outside of the European Economic Area;
  3. if we can show that the Beneficiary ‘s account provider received the correct payment on time;
  4. if we had reasonable grounds to delay processing your request under the PSR; or
  5. 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’.
7. Right to refuse. Our right to refuse to make a Payout is subject to the PSR. We may refuse to make your Payout 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. In these circumstances, we shall promptly 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.
8. Suspending or Ending your UK Services
  1. Your notice period. You may terminate your Services at any time, by giving us one (1) month’s notice, unless otherwise required by Applicable Laws. Termination will not affect any rights or obligations that accrued before termination.
  2. Notice period. We may terminate our Services to you at any time, by giving you two (2) months’ notice, unless otherwise required by Applicable Laws. Termination will not affect any rights or obligations that accrued before termination.
  3. Withdrawal of funds. You will have six (6) years from termination of our Services to transfer any remaining balance to another account.
  4. Where otherwise not specified in these UK Terms, suspension or ending your services will be made pursuant to the Terms.
9. UK Fees. You must pay us all applicable UK Fees as set out on our Website.
10. Governing law and jurisdiction. These UK Terms and the Terms (to the extent that they relate to you) (including non-contractual disputes or claims) shall be governed by laws of England and Wales and subject to the exclusive jurisdiction of the English courts.
11. Disputes. We take all complaints seriously. Any complaints about Cashdash or the UK Services we provide should be addressed to the email provided on the Website. You should clearly indicate that the customer wishes to make a complaint to CashDash so that we are able to clearly distinguish between complaints from queries. Our complaints policy is available on the Website.
12. If we do not resolve your complaint to your satisfaction, you may be able to make a complaint yourself, free of charge to the Financial Ombudsman Service.
13. No third party benefit. Nothing in these UK Terms confers or is intended to confer a benefit enforceable by a person who is not a party to it and no term of these Terms enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these UK Terms.
14. Amending these Terms
  1. Immediate amendments. If we add a new product or service that does not change the terms for your use of our UK Services, add extra functionality to your existing UK 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 UK Terms effective immediately, without any prior notice. We will update a copy of these UK Terms on 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.
  2. Amendments with notice. We reserve the right to amend these UK Terms by giving you no less than two (2) months’ prior written notice. We will post the amended Terms in the relevant section of the Website and provide you with notice of any material changes 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 UK Terms on the date on which the changes are to take effect.
  3. Where otherwise not specified in these UK Terms, amendments will be made pursuant to the Terms.

Schedule 7 – Rapyd Card Issuing

Territory. The UK Visa Card is only issued to qualified UK Customers and may be used anywhere in the world where Visa-branded cards are accepted as a Payment Method.
Type of card. The UK Visa Card is a debit card.

United Kingdom Region-Specific Terms – Definitions

E-Money means electronically stored monetary value as represented by a claim against Rapyd UK, issued to you and distributed by Rapyd UK.

FCA means the Financial Conduct Authority.

Micro-enterprise means an enterprise which employs fewer than 10 persons (full time or equivalent) and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million or the sterling equivalent or as defined in the PSR from time to time.

UK Customer means company that is established in the United Kingdom and such other jurisdictions as set forth in the column headed “Jurisdiction” in Schedule 1 (Contracting Entity).

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

PSR means the Payment Services Regulation 2017, UK Statutory Instrument 2017 No.752, as amended from time to time.

Regulations means the Electronic Money Regulations 2011,UK Statutory instrument 2011 No.99, as amended from time to time.

UK means the United Kingdom.

Schedule 4 – Rapyd Disburse

Making a request to make a Payout. When you submit a request to make a Payout in accordance with the Terms, you are placing a Payment Instruction, consenting to us making the Payout and authorising us to make the Payout pursuant to the PSR. You may not cancel a request to make a Payout once we have received it. Your Payout request will be treated as being received by us once you submit it to us using the Portal. Your request to make a Payout will be deemed to be received at the time at which it is received except that:
1. where the request is received on a day which is not a Business Day or is received after 4 pm, London time on a Business Day, we may treat your request as having been received on the next Business Day; and
2. if a Payout is to be made on a day in the future your request will be deemed to be received on the day stated for the making of that Payment or, if that day is not a Business Day, on the Business Day immediately following that date.
Time for delivery of proceeds of Payout. Where your request to make a Payout is compliant with these UK Terms and the 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:
1. for accounts in GBP in the United Kingdom, within one Business Day;
2. for Payout in euro to an account in the European Economic Area, within one Business Day; and
3. for Payout in a non-Euro currency to an account in the European Economic Area, four (4) Business Days.
  
  The timing of other Payout will depend upon the currency and Beneficiary account – please contact us for details.
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; and
4. the account details of the Beneficiary ’s account which shall be:
5. the sort code and account number or the IBAN where the Beneficiary ’s payment service provider is located within the United Kingdom; or
6. the IBAN where the Beneficiary ’s payment service provider is located outside the UK; or
7. such other details that we request from you.
Obligation to repay. You cannot have a negative balance in your Rapyd Wallet. If any Transactions or charges (including any Chargeback, Reversal, or deduction of Fees) take your balance below zero, you must immediately repay the amount owing to us, without requiring notice from us to do so, to at least a zero balance. If you do not, we may suspend use of some or all of your Services we provide to you. We may also take reasonable steps to recover any amount owing to us (such as taking legal action or using debt collection services) and charge you for the cost of these services.

Schedule 5 – Rapyd Virtual Account

Source of funds. You can add E-Money to your Rapyd Wallet by a top-up from another account owned by you.
Limits. We may impose limits on the amount of E-Money 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.
Safeguarding. Your funds are held and safeguarded as set out in the Terms and in accordance with the Regulations and any other relevant Applicable Laws.

Schedule 10 – Definitions

Account means your online account held by Rapyd, which can be accessed via the Portal and through which Transactions are facilitated and which includes your Rapyd Wallet.

Applicable Laws means domestic and international laws and regulations related to the use or provision of financial services, payment services, foreign currency exchange, money transmission, anti-money laundering, counter-terrorist financing, sanctions, privacy and security, consumer protection, false advertising and trademarks, copyright and Card Scheme Rules 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 means any weekday other than a public holiday in the locations set out in Schedule 1 (Contracting Entity).

Card Acquiring means 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 online processing of your Payments, settlement, transmitting confirmations to/from our Network Partner etc.

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 Rules means all rules, regulations, by-laws, standards, and procedures adopted or amended from time to time by the card schemes (such as Visa, Mastercard and any other relevant card schemes.

Cardholder means your Authorised User or authorised representatives, users, agents or directors to whom the Rapyd Card is issued.

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: 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 employees, officers, representatives, affiliates or advisers and 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 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.

Fees means the fees applicable to the 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 and Services 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 payment 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 in which case specific terms may apply depending on the applicable method.

Payment Instructions means the Virtual Account credentials assigned to you by Rapyd, made available in your Portal.

Payout means each and every individual Payment made to a Beneficiary as instructed by you.

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

Portal means Rapyd’s client portal through which you can access and manage your approved Services and which forms part of Rapyd Technology.

Rapyd Business Account means the bundle of Services available when you sign up to the Rapyd Business Account, outlined in Schedule 2 (Rapyd 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 9 (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.

Reversals means any Payment received as part of Rapyd Collect Services or Rapyd Virtual Account 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.

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 or Disburse Services.

Rolling Reserve means a rolling reserve on all or a portion of your Net Settlement Amount as received from Card Acquiring and specified in Clause 22 of Schedule 3 (Rapyd Collect) and/or as received from 3DS and specified in Clause 6.7 of Schedule 7 (Rapyd Card Issuing).

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 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.

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 [and as set out here]. Please note the Supported Currency’s will vary depending on your location.

Transaction means any use of the Services which result in funds being deposited into, withdrawn or sent from your Account (such as Payouts) including with respect to your Customers and Cardholders.

Website means the Rapyd website, available here.

3DS means 3 Domain Server, a technology through which Card Transactions are processed and authroised.

Schedule 11- Pricing Table

Fees for HK Customers:

Service	Fee
Monthly subscription* No minimum balance, fall-below fees or hidden charges (*Starting April 3rd, 2023)	US$99 per month
Rapyd Virtual Account Applies to all incoming payments	$0
Rapyd Disburse – local payments	FPS payments – $0 Non FPS payments – US$5 or HK$ 38
Rapyd Disburse – International payments Correspondent banks may apply additional fees for International payments processed over the SWIFT network	US$5 or HK$ 38
Card Issuing – Card Transactions When a transaction currency denomination is different than the Base Currency of your Rapyd Card, the Visa exchange rate will apply.	Free
Card Issuing – Foreign Merchant Fee No foreign merchant fee applies to transactions made in the same currency as your Rapyd Card, irrespective of the country where the merchant is based	1.5%
ATM Withdrawal No minimum fees	2%

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Hong Kong Rapyd Business Account Terms of Service

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The Fintech Newsletter For Devs. By Devs.

Hong Kong Rapyd Business Account Terms of Service

Welcome to Rapyd!

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

2. Scope

3. Our Solutions and Services

4. Compliance Obligations

5. Fees

6. Duration; Termination

7. Representations and Warranties

8. Indemnification

9. Exclusion and Limitation of Liability

10. Confidentiality

11. Intellectual Property Rights

12. Assignment and Subcontracting

13. Force Majeure

14. Governing Law and Jurisdiction

15. Set-Off

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19. Other Miscellaneous

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