Terms and Policies – GLOPROCESSOR

THIS MERCHANT AGREEMENT (the “Agreement”) is made and entered into on date of [JAN-05], 2023(“Effective Date”).

BETWEEN:

[ Acquiring Technical Service Limited ], company registration No.[3113980],a company duly incorporated under the laws of the [Hong Kong] and with its location at RM 509, 5/F., THE CLOUD, 111 TUNG CHAU STREET, TAI KOK TSUI, KLN, HONG KONG (Hereinafter referred as “[ Service Provider ]”),

AND

[•], duly registered under the laws of Hong Kong under number [•], having its registered address

at [•], [•], [•] (the “Company, You or Your”).

(each to be referred to as a “Party” and both collectively as the “Parties”. )

WHEREAS:

Service Providercan assist to procure the provision of online payment services.
The Merchant is principally engaged in [ operating an online shopping business ].
The Merchant wishes to engage Service Providerand Service Provider agrees to assist to procure the provision of online payment services to the Merchant.

IT IS HEREBY AGREED BY THE PARTIES AS FOLLOWS:

Definitions
“Agreement” means this agreement, including all its appendices, Supplementary Agreement, as duly amended from time to time;
“Applicable Law” means all applicable legislation, regulations and any and all directives, standards and/or rules, policies or guidelines of any applicable regulatory, governmental or other authority, settlement, card scheme or payment networkrules (including PCI Security Standards Council);
“Bank” means any bank or financial institution at which Service Providercollects and/or deposits Payments for clearance in support of the Services;
“Bank Transfer” means a payment made by the User to a bank account of or maintained by Service Provider. Bank Transfer is understood to be the generic term for domestic or international bank, credit, wire, and giro transfers;
“BRAM”means Business Risk Assessment and Mitigation Program, an initiative designed to protect MasterCard and its customers from illegal and brand-damaging transactions, which may pose significant fraud/regulatory/legal risk, or may cause reputational damage.
“Business Day” shall mean the day bank runs its business operation in processing interbank clearing transaction, which falls on a Monday through Friday and excludes the national holiday stipulated by the Government of Hong Kong ;
“Card Payment” means a card number given by the User to the Merchant or toService Provider acting on behalf of the Merchant for processing the Purchase Price. Card Payment is understood to be the generic term for payments by domestic and international credit-, debit-, smart-, cash-, and charge cards including but not limited to payments by domestic and international credit-, debit-, smart-, cash-, and charge cards;
“Chargeback”means a reversal of a Transaction previously presented to Processor by Merchant pursuant to the Rules but does not include a Refund;
“Collected Payments” means Payments collected by Service Provideras part of the provision of the Services;
“ECP” means Excessive Chargeback Program, designed by MasterCard to encourage each Acquirer to closely monitor, on an ongoing basis, its chargeback performance at the Merchant level and to determine promptly when a MasterCard Merchant has exceeded or is likely to exceed monthly chargeback thresholds;
“Financial Liabilities”mean any claims, losses, liabilities, penalties, costs, expenses, charges (including fees, charges, assessments and the fineof the Card Schemes) or damages (including reasonable legal fees);
“GBPP” means Global Brand Protection Program, which Visa implemented to protect the payment system from illegal and/or brand damaging transactions. Visa Core Rules and Visa Product and Service Rules(“Visa Rules”) prohibits Acquirers from submitting illegal or brand damaging transactions into the Visa payment system. The Merchant’s transaction activity must be legal in both the buyers and sellers jurisdiction to comply with this requirement. The GBPP program routinely identifies merchants that process prohibited transactions including but not limited to intellectual property infringement, contraband cigarettes, deceptive marketing, illegal pharmaceuticals, gambling, underground network, and prohibited pornography;
“GMAP” means Global Merchant Audit Program, designed by MasterCard monitor Merchant Outlets that generate an excessive level of fraud; and
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“MerchantAccount” means the account opened and maintained by Service Provider in the name of the Merchant for the administration and reconciliation of the Services provided to the Merchant, including the Payments received on behalf of the Merchant and the Charges due from the Merchant, records of transactions, fees, charges, etc.;
“Participating Bank” means any bank or financial institution that has participated in the System;
“Payments” means any payment processed by Service Providerin the context of the Services, specifically settlement by the User of the Purchase Price by way of Bank Transfer, Card Payment or otherwise;
“Prohibited transactions” means transactions from activities or businesses in violation of Applicable Law, including but not limited to those listed in Appendix B;
“Purchase Price” means the price payable by the User to the Merchant for [ goods and services ]rendered by the Merchant to the User and any additional costs;
“Reversed Payment” means any payment that for any reason is refunded, reversed, withdrawn or refused in the name of Service Provideror the Merchant or the User and however initiated be it by a customer, bank, other institution, card scheme, financial or regulatory body, User, Merchant or Service Provider;
“Services” or “Service ProviderPayment Service” means the range of services that the Merchant is authorized by Service Provider to use or to provide to User pursuant to this Agreement as may be authorized by Service Provider from time to time;
“Standards”means (i) Card Scheme Standards and Payment Solution Supplier’s standards – any operating rules, regulations, procedures of the relevant Card Schemes and Payment Solution Supplier including but not limited to any manuals, guides, bulletins, member letter as may be amended from time to time; and the Standards established by the Payment Card Industry Security Standards Council: (ii) PCI-DSS-the Payment Card Industry Data Security Standards and (iii) PA-DSS-Payment Application Data Security Standards (PA-DSS);
“Systems” means the system(s) that Service Providerallows User to effect payment or funds transfer;
“Trade Marks” means the registered or unregistered trademarks, service marks and trade names owned by or licensed to Service Provider, as they may be amended from time to time;
“Transaction” means any payment processed by Service Providerin the context of the Services, specifically settlement by the User of the Purchase Price by way of Bank Transfer, Card Payment or otherwise;
“Users” means the Merchant’s customer/card holderand user of the Systems for the purpose of payment or funds transfer;

2. Services

2.1 International banking regulations and/or currency restrictions from local and/or central banks may prevent the Services being rendered in certain countries. Service Providerwill always use its reasonable commercial effort to acquire, maintain or otherwise procure any licenses, approvals or authorizations that may be required from any governmental authority or agency or pursuant to any law, rule, regulation or ordinance of any countries for the effective rendering of the

2.2 The procurement by Service Providerfor the provision of the Services under this Agreement does not mean it is not an independent Service Provider is not authorized to act as an agent or representative of the Merchant except for collection of Payments on behalf of the Merchant as provided herein.

2.3 Service Providershall not be involved in any dispute or claim that may arise between the User and the Merchant unless the said dispute or claim relates specifically to the use of the Systems in which case the same shall be subject to the relevant terms and conditions governing the use of the Systems prevailing from time to time and the dispute or claim was notified to Service Provider within [thirty (30)] days of occurrence.

2.4 The Merchant shall comply with all reasonable terms and conditions of services as stipulated by Service Providerfrom time to time. Service Provider will notify Merchant within 30 days if there are modifications.

3. Transfer of Funds, Security, Account Freezing

3.1 Payment will be made by setting off the amounts due to Service Provideragainst the Collected Payments due to Merchant. The amounts due to Service Provider include but not limited to the Tariffs and any Reversed Payments. Service Provider will make the transfers of the Collected Payments via bank transfer or any other methods to a bank account designated by Merchant. since goods, merchandise or service are well delivered and received by buyer or receiver, subject to the terms and conditions set out in Appendix A of this Agreement.

3.2 Service Providershall be entitled to set off any unpaid amounts against the Collected Payments to be transferred to Merchant. If at any time the Collected Payments are not sufficient to cover the amounts due, Service Provider will notify Merchant and Merchant shall be obliged to remit forthwith payment of the full amount indicated in the statement in accordance with the instructions on the statement Service Provider send to Merchant.

3.3 If Merchanthave requested that the Collected Payments be converted into a currency other than the one in which they were collected, all applicable exchange rate costs incurred shall be borne by Merchant.

3.4 Service Providermay defer the payment of any Remittances: (a) until the total Remittance payable reaches the Minimum Payout Amount applicable to the Merchant (as may be notified to the Merchant from time to time) or (b) if Service Provider reasonably believes that a Transaction may be fraudulent or otherwise contrary to Laws or not otherwise permitted under this Agreement, until the satisfactory completion of Party’s investigation for the same. Where Service Provider defers payment pursuant to this clause, it shall to the extent permitted by any effective Law and/regulation, notify the Merchant of the deferral and reasons for it. The merchant then agrees not to seek dispose of, charge or otherwise deal with any such withheld or deferred by Service Provider.

3.5 Security

Service Providermay establish a security in relation to Merchant and its transactions for the purpose of providing a source of funds to pay Service Provider for any and all, actual and reasonably anticipated Financial Liabilities. Such Security will be agreed in Appendix: Financial Conditions and held in a manner to be readily identified by Merchant and controlled by Service Provider.
The security may include: (i) establishment of a reserve; (ii) provision of guarantee in Service Provider’sfavour; (iii) other security agreed between the parties. If the rolling reserve is applicable, it is a percentage, as determined by Service Provider from time to time at Service Provider’s sole discretion, of proceeds of Transactions, net of any amounts due to Service Provider.
Service Providerwill have the right, at any time without notice, to offset any Financial Liabilities from the available Security provided to Service Provider in respect of any liabilities of Merchant’
The security will remain in place regardless of any termination of the Agreement for as long as there are residual or contingent Financial Liabilities
If the security is less than the amount agreed upon by both parties. Within 7 working days of receiving the notice from Service Provider, the merchant must pay the security in full to the agreed amount. Otherwise, Service Provider will have the right to suspend the settlement or stop the provision of services until the security is made up, and Service Providerwill not be responsible for any losses incurred by the merchant.

3.6 Account freezing: Service Provider may defer any amount due to Merchant where Service Provider reasonably believe that Transactions or related activities may be fraudulent or involve other criminal activity until the satisfactory completion of Service Provider’s investigation and/or that of any other financial institution, regulatory authority or Card Scheme.

4. Representations, Warranties and Covenants

4.1 The Merchant represents and warrants:

Merchantis duly incorporated, organized and validly existing under the laws of jurisdiction of Merchant’s incorporation, have all requisite powers, licenses and permits and have undertaken all actions and have fulfilled all conditions to enter into, to perform under and to comply with its obligations under this Agreement;
the business carried on by Merchantis a legitimate, lawful business and Merchant are not engaged in any conduct or transactions which may be considered unlawful in any jurisdiction in which Merchant conduct business and Merchant comply with all laws, regulations and requirements applicable to Merchant’s business and to the Payments;
the Merchant will indemnify and keep harmless Service Providerand its parents, subsidiaries, affiliates, officers, directors, representatives, agents, and employees from and against any and all claims, losses, liabilities, costs, and other expenses incurred as a result of or arising directly or indirectly out of or in connection with:
A. any misrepresentation, breach of warranty or non-fulfillment of any undertaking on Merchant’spart under this Agreement;

B. any claims, demands, awards, judgements, actions and proceedings by whomsoever made, arising out of or in any way connected with Merchant’sperformance under this Agreement;

C. any claims, demands, awards, judgements, actions and proceedings made by third party included, but not limited to, penalties imposed by banks for any reason, arising out of or in any way connected with the transactions between Merchantand the User.
The Merchant or the Merchant’s User(s) does not conduct transactions that are prohibited by the Applicable Lawof the home country of the Merchant or the Merchant’s User(s) through the use of Service Provider Payment Service, and also does not carry out activities prescribed as illegal by the Applicable Law of the home country of the Merchant or the Merchant’s User(s), including but without limitation, activities such as infringing upon the personal and/or property rights of others, using the service through fraudulent use of the name of others.
The Merchant promises and agrees that,on the ground of legal compliance and ethics, Service Provider is permitted to monitor transactions and/or data of the Merchant and/or its affiliate, other related third party (including but not limited to any sub-merchant, upstream/downstream partner)during the processing, to the extent permitted by Applicable Law. If there’s any abnormal transactions and/or abnormal data, or other abnormal circumstances which affecting the cooperation occurred, Service Provider is permitted to to terminate the cooperation on its discretion without liability.

4.2 Service Provider represents and warrants:

it is duly incorporated, organized and validly existing and in good standing under the laws of Hong Kong, has all requisite powers, licenses and permits and has undertaken all actions and has fulfilled all conditions to enter into, to perform under and to comply with its obligations under this Agreement;
Service Providerhave all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder and nothing contained in this Agreement or in the performance of this Agreement will place Service Provider in breach of any other contract or obligation;
subject to the other provisions of this Agreement, Service Providershall remit Payments to Merchant in a timely manner and in accordance with this Agreement; and
Service Provider reserve rights to cancel or refund any fraud transaction confirmed by acquirers, card schemes, issuers and a third-party working on fraud transaction alerts.

4.3 Except as otherwise provided herein, Service Provider expressly disclaims, all other representation, warranties or conditions, whether express, implied, statutory or otherwise, including but without limitation, the implied warranties of merchantability, title fitness for a particular purpose and non-infringement of any third party’s right(s).

5 Confidentiality

5.1 Confidential Information

As used in this Agreement, the term “Confidential Information”refers to: (i) the terms and conditions of this Agreement; (ii) each Party’s trade secrets, business plans, strategies, methods and/or practices; and (iii) any other information relating to either Party or its business that is not generally known to the public, including but not limited to information about either Party’s intellectual property, personnel, products, customers, marketing strategies, services or future business plans, and transactions processed hereunder.
Notwithstanding the foregoing, Confidential Information specifically excludes (i) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the other Party; (ii) information that is known to either Party without restriction, prior to receipt from the other Party under this Agreement, from its own independent sources as evidenced by such Party’s written records, and which was not acquired from the other Party; (iii) information that either Party receives from any third Party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (iv) information independently developed by either Party’s employees or agents provided that either Party can show that those same employees or agents had no access to the Confidential Information received hereunder. The confidentiality undertakings set out herein shall survive expiry or termination of this Agreement for an indefinite period.

5.2 Each Partywill own and retain all of their respective rights, titles and interests in and to all intellectual property embodied in or associated with the design and delivery of the Services, including but not limited to, content, such as software, graphics, start-up information and materials, designs, methods, architecture, materials, publications, business plans and other tangible intellectual property-based assets of any kind whether in machine readable, printed or other form and including, without limitation, all revisions, enhancements, technical know-how, patents, copyrights, trademarks, and trade secrets. Except as expressly stated in this Agreement, the Parties will have no rights of any kind in or to any of each other’s intellectual property. There are no implied licenses under this agreement, and any rights not expressly granted under this Agreement are reserved by the respective party.

5.3 Upon termination of this Agreement, each Party will, at the other Party’s request, destroy or return all material in its possession or control which contains the Confidential Information of the other Party, except (i) to the extent required for such party to comply with Relevant Laws or to exercise its rights under this Appendix, so long as the retained Confidential Information shall not be used or disclosed for any other purpose, (ii) in the case of processing of Personal Data in accordance with Permitted Disclosure and Uses, (iii) to the extent that such Confidential Information is contained in legal advice or opinions, internal working papers, legal due diligence reports, or board or director’s or committeepapers prepared for or by the other Party, or (iv) in circumstances where data cannot be removed from such Party’s IT systems, so long as such Party provides a certification to the other Party that such Confidential Information has been isolated within those IT systems, such that it is no longer practically assessable by such Party.

5.4 The Merchant will not, without the prior written consent of the cardholder, use or disclose information on the cardholder or his/her transactions howsoever obtained and in whatsoever form the information shall take, to any third party (other than the Merchant’s agents for the sole purpose of assisting the Merchant to complete or enforce the transactions and the Merchant’s insurers and professional advisers) unless such disclosure is compelled by law or judicial order and the Merchant shall indemnify Service Provider accordingly in the event of any claim (direct or indirect) arising therefrom. For the purpose of this Agreement, Service Provider shall be entitled to disclose information about the Merchant and this Agreement to any agents (including but without limitation any collection agencies), contractors or advisers who provide a service to Service Provider in relation to the performance or enforcement of this Agreement.

6 Data Protection

6.1 Each Service Provider acts as an independent Data Controller, or as a Personal Information Handler, as applicable, for the Personal Data it holds in accordance with this Agreement, and shall:

comply at all times with its responsibilities and obligations under the applicable Data Protection Legislation, including but not limited to fair and lawful processing, data retention and deletion and safeguarding individual rights;
cooperate with each other to set out the requirements to meet relevant obligations of Data Protection Legislation (for example in respect of data portability, subject access, lawful access requests and requests for rectification, amendment and disposal);
not perform any of its obligations under this Agreement in such a way as to cause the other Party to breach any of its obligations under Data Protection Legislation; and
ensure that it has taken adequate security safeguards, including by implementing appropriate technical, physical and organizational safeguards, to ensure the confidentiality, integrity and availability of Personal Data.

6.2 Service Provider will use the information it received in the context of its performance of its obligations herein solely for the purpose of performing its obligations under the Agreement or as otherwise required under applicable laws.

6.3 In the event either Party becomes aware of an actual or suspected breach to the security, confidentiality or integrity of the Personal Data of the other Party when those data are being processed both Parties agree to notify the other affected Party within 24 hours of identification of the breach and to consult with one another about such steps as may reasonably be necessary or appropriate to investigate, mitigate and remediate the breach and otherwise to discharge their respective obligations under applicable Data Protection Legislation.

6.4 For the purpose of this Clause, “Data Protection Legislation”means, as applicable, any and/or all applicable domestic and foreign laws, rules, directives and regulations, on any local, provincial,or national level, pertaining to data privacy, data security and/or the protection of Personal Data, including the Privacy and Electronic Communications Directive 2002/58/EC (and respective local implementing laws) concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications), including any amendments or replacements to them, including the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”) and the Chinese Personal Information Protection Law (“PIPL”) and such data protection legislation in any Service related geographical region.

6.5 The terms “Data Controller”, “Personal Information Handler” and “Personal Data” shall have the meaning given under Data Protection Legislation, and shall include any definition of “Personal Information”,given under Data Protection Legislation.

7 Liability

7.1 AnyParty is liable in contract or in tort for any indirect loss or damage caused by its failure to fulfill Service Provider’s responsibilities or for any consequential damages, including but not limited to, loss of profits or anticipated savings or incidental damages, even if such Party had been advised of the possibility of such damages.

7.2 Service Providershall not be liable for any damage and/or loss caused by or related to the performance or non-performance of the Services, unless such damage and/or loss is caused by intent or gross negligence of Service Provider.

7.3 Service Provideris not liable to Merchant if Service Provider fails to take any action which in its opinion would breach any Regulatory Requirement or Standards. To the extent there is any conflict between the Agreement and ‘s duties under any Regulatory Requirement or Standards, Service Provider will act in a way it reasonably consider necessary to comply with such Regulatory Requirement or Standards. Service Provider will not be treated as having breached this Agreement as a result.

7.4 Any right of compensation pursuant to this Agreement shall be invalidated if (legal) proceedings/action to claim compensation have not been instituted within one (1) year of the damage and/or loss having arisen.

7.5 The Merchant agree and promise that Service Provider shall not be liable or responsible for any action, claim, cost, expense,damage and loss, including consequential loss or damage or loss of profit, which the Merchant may suffer or incur as a result of a breakdown in the Systems or when the Systems are not available due to any cause or for any reason.

8 Restrictions

The Merchant hereby agrees with Service Provider that it shall not:

refuse transactions by User who wishes to effect payment through the System regardless of the value of the transaction, except where in the reasonable opinion of the Merchant the User is suspected not to be the authorized user or legitimate owner of the card presented (collectively the“Card User”); and/or
favour any particular card when accepting transaction for which payment is to be effected through the System notwithstanding any agreement between the Merchant and any card issuing company.

9 Undertakings of the Merchant

The Merchant agrees and undertakes throughout the term of this Agreement that it shall:

at its own expense and before the time agreed for installation or activation of the Services, prepare and provide the necessary, compatible operational equipment, software and connection specified by Service Provider;
not alter, copy, modify or tamper with any software provided by Service Provider;
install such measures as may be necessary to protect the security and integrity of related hardware or software of the Systems;
where required, comply with all security or encryption standards, rules procedures imposed by Service Provider;
prior to providing the Services, open and maintain at all times during the term of this Agreementan account in its name with one of the Participating Banks which shall be designated for purposes of clearing and settling Transactions handled by the Merchant; and
inform Service Providerof any change in the particulars of its designated account in written at least 5 Business Days in advance.
operate business in compliance with the applicable Regulatory Requirements and Standards, including: (i) use the Services to process only Transactions that are legal, valid, genuine (non-fraudulent) and duly authorised by Merchant’sUsers; (ii) use the Services to receive payments for products and/or services offered by Merchant and not by third parties; (iii) use the Services to receive only the total sale price of the products and/or services offered by Merchant and not to collect from Merchant’s Users any fines, penalties, damages, non-disclosed fees, charges, etc.; (iv) not use the Services to provide Merchant’s Users with cash, travellers checks, cash equivalents, or other negotiable instruments or products and services restricted by Service Provider, which may be updated by Service Provider from time to time; (v) not be engaged in sale or exchange of information (Account Data, Transaction Data, Personal Data);
shall require Merchant(s) and its secondary merchant(s) (if any, similarly hereinafter) to comply with the Applicable Laws relevant to the Service ProviderPayment Services and all applicable regulations of Hong Kong bankcard organizations and card schemes and ensure that the e-commerce transactions that it engages in and information relating to such transactions is real, complete.
conform to current Applicable Laws and shall not engage in activities that violate Applicable Laws such as fabricating a transaction, diverging funds from a foreign exchange settlement or sale, or engaging in money laundering, cashing-out, malicious fraud, pornography, illegal gambling or other illegal activities. If Service Providerdetects Merchant or its secondary merchant(s) involved in any of the above related activities that violate the Applicable Laws, then Service Provider has the right to take provisional measures such as temporarily suspending the payment services, closing the payment interface or delaying or temporarily suspending funds settlement.
shall require Merchant(s) and its secondary merchant(s) to, submit transaction information to Service Providerin the agreed format for an order, including but not limited to, the name and quantity of the product, product order number, transaction time, product pricing and currency, transaction amount, logistics information and identification information of the purchase order.
shall submit the relevant information of its secondary merchant(s) timely when submitting transaction information, including but not limited to, the name of Merchant(s), the merchant ID, the product category, the logistics identification (if existent), the IP address of the cardholder in originating the transaction and the relevant information as required by Service Provider. The Merchant shall not mix a secondary merchant’s transaction into another secondary merchant’s while requesting for authorization.
shall promptly provide Service Providerwith all necessary qualification certificates and relevant information of its secondary merchant(s) for accessing Service Provider Payment Services, including photocopies or scanned copies of the business license, organization code certificate, tax registration certificate and identification card of the legal representative, person-in-charge or authorized agent, account opening permit, company’s business introduction, internet address (URL), internet protocol address (IP address), residential or office address and the company mailbox of the contact person (Note: foreign institutions or individuals in China shall at the same time provide valid evidentiary materials, such as a business registration certificate, an incorporation registration certificate, a copy of passport information page and evidence of bank account of the person in charge). Merchant shall notify Service Provider in writing within 5 Business Days of any change in the above-mentioned materials or information and assume all legal responsibilities arising from the inaccurate, unauthentic, untimely or incomplete materials or information.
In the event of making use of a subcontractor under this Agreement, shall be responsible to Service Providerfor such subcontractor’s compliance with the terms of this Agreement and should joint, several liability with the subcontractor.

10 Undertakings of Service Provider

Service Provider agrees and undertakes that it shall use its commercially reasonable endeavour to facilitate the transactions and the functions required to enable the Merchant to provide the Services.

11 Suspension or Termination of the Provision of Services

It is Merchant’s obligation to fulfill Merchant’s obligations under this Agreement and to inform Service Provider of any material change to Merchant’s business or payment profile. Service Provider at its sole discretion will have the right to suspend or terminate the provision of Services to the Merchant should one of the following occur with notification in writing:

Merchant failsto comply with Regulatory Requirements and Standards, including Merchant breach or attempt to breach, or Service Provider reasonably believe that Merchant have breached or are attempting to breach any provisions set forth in the Standards regarding:
A. Chargeback rate, refund rate, fluctuation ratio, or declined transaction is excessive relative to expected volumes; or

B. deposition of illegal or prohibited transactions;

C. participation in fraudulent activities or other prohibited activities, such as transaction laundering;

D. fail to validate Merchant’s compliance with PCI DSS;
has seriously or persistently breached any terms of thisAgreement, including by: (i) giving Service Provider information that is inaccurate, imprecise or incomplete; (ii) using or allowing anyone else to Service Provider’s Services illegally or for criminal activity;
a material positive or negative fluctuation month-on-month in the Merchant’s transactions or occurrence of such other event as may give rise in Service Provider’s discretion to a significant in its risk profile, such as a material change in the number, value, type or profile of payments of which Service Provider were not informed in advance;
a sustained drop in the number, value, type or profile of payments of which Service Providerwere not informed in advance;
Service Providersuspect or have evidence that Merchant is or may be conducting illegal activity including but not limited to money laundering, and the prohibited activities;
the integrity or reputation of Service Provideris brought or threatened to be brought into disrepute by the Merchant;
Merchantstops transaction(s) over 3
Merchantsells its business or there is a change in control of Merchant’s business without previous advising Service Provider;
Merchantchanges the name or nature of its business without previous advising Service Provider;
the legal status of Merchant’sbusiness changes without previous advising Service Provider;
a trustee or receiver is appointed for any or all of Merchant’sproperty, Merchant become insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors, bankruptcy or insolvency proceedings under bankruptcy or insolvency code or similar law, whether voluntary or involuntary are properly commenced by or against Merchant, Merchant’s company is dissolved or liquidated;
the Merchant do not pay for the fees within [fourteen(14)] days .

12 Term, Termination and Ongoing Provisions

12.1 This Agreement will be effective as of the date of signing by the Parties (Subject to the last date of signature by a Party set out on the signature page hereto, the “Effective Date” ) hereto and will remain its legal effect for [one (1) year](the “Initial Term”). Unless written notice is provided to the contrary by either Party one (1) month prior to expiration of the Initial Term of this Agreement or any extension term, this Agreement shall automatically renew for successive [one (1) year]

12.2 The termination of this Agreement shall not affect any provision of this Agreement which by its wording or nature is intended to remain effective and to continue to operate in the event of termination of this Agreement, and shall not prejudice or affect the rights of either Service Providergainst the other in respect of any breach of the terms and conditions of this Agreement.

12.3 Service Provider shall process any pending Transactions and settlement sums in accordance with the terms of this Agreement. All deposits and any reserves held by Service Provider together with any and all other amounts held directly or indirectly for or on behalf of the Merchant shall be returned to the Merchant after [one hundred and eighty (180) days] from the last transaction date or any Reversed Payment has been properly settled (Whichever occurs later). This clause will not apply to Merchant with risk events, so the deposits and any reserves will be refunded to Merchant once the risk event has been resolved.

13 Variation

This Agreement may be varied only by the agreement of both Parties in writing provided that Service Provider shall be entitled at any time to vary or supplement such terms of this Agreement which relate to matters purely of an operational nature by giving not less than 30 days’ written notice to the Merchant.

14 Severability

If any provision in this Agreement is void, unenforceable or illegal in a jurisdiction, such provision or part of a provision is severed for that jurisdiction, while the remainder of the provisions in this Agreement shall have full force and effect, and the validity and enforceability of the severed provision in any other jurisdiction are not affected.

15 Governing Lawand Dispute Resolution

This Agreement and any disputes shall in all respects be exclusively governed by and interpreted in accordance with the laws of [Hong Kong]. The Parties agree to irrevocably submit to the exclusive jurisdiction of [the courts of Hong Kong] and the Parties hereto agree to submit to the exclusive jurisdiction of the courts of the Hong Kong.

16 Assignment

16.1 Service Provider may transfer or assign its rights under this Agreement to Service Provider’s parent or subsidiary or associated companies, in connection with a merger, reorganization, recapitalisation or sale of all of or substantially all of its stock, business or assets without Merchant’s In the event that Service Provider assign its rights Merchant agree to the transfer of all Relevant Funds held for Merchant to its assignees. Service Provider may also sub-contract any of its obligations under the Agreement to another person without Merchant’s prior consent.

16.2 Merchant may not assign its rights under this Agreement without prior written consent of Service Provider.

17 Force Majeure

17.1 No failure or omission by any Party to carry out its obligations or observe any of the stipulations or conditions of this Agreement, shall give rise to any claims against the Party in question or be deemed a breach of this Agreement, if such failure or omission arises from a cause of force majeure, such as acts of God, war or warlike hostilities, civil commotion, riots, blockades, embargos, sabotage, strikes, lockout, shortage of labour, delay in deliveries of whatsoever from sub-contractors or machine failure caused by force majeure, legislative changes or any other event beyond the control of the Party in question.

17.2 If the Force Majeure Event prevails for a continuous period of more than three months, either Party may terminate the Agreement by giving [five (5)] Business Days’ written notice to the other. On the expiry of this notice period, the Agreement will terminate. Such termination shall be without prejudice to the rights of either Party in respect of any breach of the Agreement occurring prior to such termination.

18 Notices and Consents

18.1 Any notice to be given by either Party to the other in connection with this Agreement shall be in writing and shall be delivered to its address or contact mail address stated in this Agreement or to such other address as either Party may notify in advance to the other for such purpose.

18.2 All communications sent by post to the last address of the Merchant registered with Service Provider will be deemed to have been duly delivered to the Merchant regardless of whether any such communications have been returned through post.

19 Nature of the Relationship.

Nothing in this Agreement shall be construed as creating an association, joint venture, partnership, agency or fiduciary relationship between the Parties. Neither Party has any right, power or authority to enter into any agreement for or on behalf of, or to create, assume or incur any obligation or liabilities, express or implied, on behalf of or in the name of the other Party. Accordingly, each Party will ensure that none of its personnel sign any documents on behalf of the other Party.

Appendix A – Terms and Conditions

Non-refund.All Tariffs and fees paid are non-refundable except in the event of error caused by Service Provider
A Security, is subject to adjustment at our sole discretion, payable on demand by the Merchant to Service Provider. (For credit card solution)
Business conduct of the Merchant must not violate Applicable Laws, policies, and commerce clause of Hong Kongas well as the other operating region, the Merchant must not violate the policies of card schemes. For violations, the Merchant have to bear all the related punishment from card schemes and acquiring banks (including but not limited to lost from fines, freezing accounts, suspend acquiring business). Service Provider won’t undertake joint liability, with no responsibility and obligation to assist the Merchant in handling this matter, Service Provider will be entitled to suspend, terminate all the follow-up services and cooperation, refused to provide any relevant explanation. If Merchant’s turnover is not sufficient to bear such lost, fines (if any), Service Provider will be entitled to claim compensation from the Merchant till lost, fines pay off.
The Merchant shall be liable for damages loss caused to Service Providerby its non-compliance behavior including but not limited to penalty listed follow:————

Appendix B –Prohibited Transactions

Merchant shall ensure that the transactions conducted by Merchant shall be for true and legitimate trade in Products. Where necessary, Merchant shall promptly provide Service Provider with sufficient proof for the true and legitimate trade between Customers/User and Merchants upon Service Provider’s request. In addition, Merchant shall ensure that Merchant shall not conduct the trading activities including but not limited to the following:

Chargeback (including but not limited to cardholder/User, card issuer, and acquirer), counterfeit cards, stolen cards, and transactions not authorized by cardholders/Users that occur when merchants useService Provider’s services, cardholder/User denies the transaction, has no real transaction background or does not match the real transaction background and other transactions, as well as money laundering, cash out, malicious fraud, drug-related, pornographic, gambling and other suspected illegal transactions.
The list of prohibited or restricted sales of goods and services when using Service Provider’sservices is subject to the information released by Visa/MasterCard and other Card Schemes, Payment Solution Supplier, government and industry regulatory authority in the country where the merchant is located and the country where the consumer is located and the Service Provider