Policies and Terms

1. THESE GENERAL TERMS

1.1 These general terms (‘General Terms‘) comprises a legal agreement between Nova2pay Limited (‘Nova2pay’, ‘us’, ‘our’ or ‘we’) and you (‘you’, ‘your’, or ‘Customer’) and govern your use of any of our services (‘Services’), which include the use of mobile applications, websites, software and other products we offer. In these General Terms, the Customer and Nova2pay are individually referred to as a ‘Party‘, and collectively as the ‘Parties‘.

1.2 Before using the Services, you must register with Nova2pay and create an Nova2pay Profile. Your Nova2pay Profile provides you with access to the Services through the Webapp.

1.3 You should download a copy of these General Terms and keep it for future reference, or you can ask us for a copy at any time. You can always see the most current version of these General Terms on our website at www.nova2pay.com.

1.4 If we need to send you information in a form that you can keep, we will either send you an email or provide information on our website or via the Nova2pay Platform that you can download. Please keep copies of all communications that we send to you.

2. WHO NOVA2PAY IS AND HOW TO CONTACT US

2.1 Our company information. The Services are offered by Nova2pay Limited, which has its office at FLAT/RM 811B,8/F,RYKADAN CAPITAL TOWER 135 HOI BUN ROAD, KWUN TONG,Hong Kong

2.2 How to contact us. You can contact us by:

(a) emailing us at: cs@nova2pay.com;

(b) sending mail to us at: FLAT/RM 811B,8/F,RYKADAN CAPITAL TOWER 135 HOI BUN ROAD, KWUN TONG,Hong Kong; and

(c) sending us a message through the contact links on our website www.nova2pay.com.

2.3 How we will contact you. We will contact you using the contact details you provided when you registered or such other contact details that you provide to us from time to time – please keep these up to date. By using our Services, you agree to receive electronic communications from us.

3. CHANGES TO THE TERMS

3.1 We may change the Terms (including the Service Fees) by giving you thirty (30) days’ prior written notice. We will consider that you have accepted the proposed changes if you do not terminate the Terms by giving us written notice during the notice period.

3.2 We may also make some changes to the Terms immediately, without prior notice, if they:

(a) are required by Applicable Law; or

(b) relate to the addition of a new service or extra functionality of our Services and do not materially affect terms relating to the existing Services.

3.3 You should stop using our Services if you do not agree to these changes. If you keep using our Services after we have notified you of or announced any such changes (whether through our website or other means), we will treat you as having accepted the changes.

4. AUTHORISED USER

4.1 The Customer may appoint an Authorised User to act on its behalf to conduct certain transactions or give instructions to Nova2pay under the Terms. The Customer must set up each Authorised User with a User Profile and promptly provide Nova2pay with the following details of any of the proposed Authorised Users: name of the Customer, name of the Authorised User, address and billing address of the Customer, phone and email address of the Authorised User, and any other contact or identification information of the Authorised User that Nova2pay may reasonably require. The Customer will ensure that the Authorised Users comply with the Terms and in respect of the Customer’s obligations and liabilities under the Terms, references to ‘Customer‘, ‘you‘ and ‘your‘ shall (where the context requires) be read as including its Authorised Users.

4.2 Nova2pay will receive instructions from the Authorised User(s) through the Nova2pay Platform via the Webapp or, under prior arrangements agreed with Nova2pay, manually through a representative of Nova2pay.

4.3 The Customer agrees that:

(a) the Authorised Users have the authority and capacity to provide instructions for the provision of Services to Nova2pay on the Customer’s behalf;

(b) Nova2pay will rely on the authority of the Authorised User, and the Customer will be bound by the actions of the Authorised Users, until the Customer provides Nova2pay with written notice withdrawing or otherwise varying the authority of an Authorised User;

(c) the Customer is responsible for ensuring that the appropriate person(s) is (or are) accorded the necessary authority to act as the Authorised Users;

(d) Nova2pay may refuse access to the Authorised User(s) if Nova2pay is concerned about unauthorised or fraudulent access; and

(e) the Customer will promptly report to Nova2pay any infringements or unauthorised access to the Nova2pay Platform, including the Webapp, or any Service.

5. CUSTOMER DUE DILIGENCE

5.1 To meet our obligations under Applicable Law, before we provide our Services to you and from time to time during our provision of Services to you, we may carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant) and Authorised Users together with any parties involved in your transactions or use of the Services. You must provide us with complete, accurate, and up-to-date information at all times. You will promptly provide any additional information we require at any time, at the latest within two (2) Business Days of a request from us. You acknowledge that we may not provide you with any of our Services until we have received all the information we require. We will not be responsible for any loss arising out of your failure or delay in providing us with the information we require.

5.2 You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us, including checking commercial databases or credit reports. We may keep records of such customer due diligence checks in accordance with Applicable Law.

5.3 You agree that our provision of, and your ability to use, the Services is subject to:

(a) successful completion of the initial, and any subsequent, customer due diligence checks including credit evaluations (if applicable); and

(b) there being no material changes to your credit status during the term of the Terms.

6. ABOUT THE SERVICES

6.1 Nova2pay provides various types of Services which you may choose to use from time to time. These Services may include collection services, payout services, foreign exchange services, online payment acceptance services, card services, business administration services and technology services. By using the Services, you also agree to any additional terms specific to the Services you use (‘Additional Terms’). The Additional Terms, together with these General Terms and the Fee Schedule, become part of your agreement with us (collectively, the ‘Terms‘).

6.2 Nova2pay may place interim or permanent restrictions on the use of all or any part of the Services depending on certain regulatory requirements, the Customer’s country of residence, identity verification checks or business requirements, as described in the Acceptable Use Policy. Such restrictions will be communicated to the Customer, at the time the restriction is put in place or, if that is not practical due to urgent or unforeseen circumstances, promptly after the restriction is put in place.

7. WARRANTIES

7.1 Customer warranties. The Customer represents and warrants and undertakes on an ongoing basis that:

(a) if the Customer is natural person, the Customer is at least eighteen (18) years of age;

(b) if the Customer is a company, the Customer is a company duly incorporated under the laws of its place of its formation;

(c) it has full capacity, authority and all necessary licences, permits and consents to enter into and to exercise the rights, and perform its obligations under, the Terms;

(d) its entry into and performance of the Terms do not:

(i) conflict with or result in the breach of or default under any provisions of the Customer’s articles of incorporation or association, by-laws or any other constituent documents; and

(ii) conflict with or result in the breach of any Applicable Law or other restrictions or obligations that the Customer’s business is subject to;

(e) it will provide Nova2pay with accurate, up-to-date and complete customer due diligence information and data at all times; and

(f) it will use the Services only for lawful purposes and in compliance with the applicable Terms;

(g) it will comply with all Applicable Laws in connection with the Terms and the performance of its obligations under the Terms; and

(h) it will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services.

7.2 Conduct. The Customer is solely responsible for any use of the Services, the Webapp and other features of the Nova2pay Platform, including the content of any data or transmissions it executes through the Nova2pay Platform, or by any Authorised User. The Customer will use all reasonable endeavours to ensure that no unauthorised person will or could access the Nova2pay Profile, any of the Services or other features of the Nova2pay Platform or the Webapp. The Customer will not interfere with, disrupt, or cause any damage to other users of the Nova2pay Platform, the Webapp or the Services.

7.3 Disclaimers. To the extent permitted by law, Nova2pay makes no warranties, guarantees or representations of any kind with respect to the Nova2pay Platform, the Webapp or the Services. All warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose or non-infringement of third party rights) given by Nova2pay are excluded to the extent permitted by law. In particular, Nova2pay:

(a) does not make any commitments about the content or data within the Nova2pay Platform, the specific functions of the Services or its accuracy, reliability, availability or ability to meet the Customer’s needs;

(b) does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contains and/or displays information that is current or up-to-date, and will be free from bugs or viruses, or never be faulty;

(c) may occasionally have to interrupt the Customer’s use of the Services for operational, security or other reasonable reasons. In such a case, Nova2pay will restore access as quickly as practicable; and

(d) does not offer financial advice and the Customer must not treat any information or comments by Nova2pay as financial advice.

7.4 Non-reliance. Nova2pay may work with third parties, including other Nova2pay Affiliates, to provide the Services. If the Customer receives information from Nova2pay regarding or marked or indicated as provided by such third parties, the Customer will not rely on such information and will not make any claims against such third parties or Nova2pay in relation to such information. The Customer bears all risk and responsibility if it chooses to rely on such information.

8. BETA SERVICES

8.1 You acknowledge and agree that Nova2pay may indicate that certain Services are provided as ‘beta’, ‘pilot’, ‘invite-only’, ‘limited release’ or ‘pre-release’ features or services (‘Beta Services‘).

8.2 You acknowledge and understand that:

(a) Beta Services are incomplete and still in development, may contain bugs or errors, may materially change prior to a full commercial launch (if any), and may never be released commercially;

(b) we provide all Beta Services on as ‘as-is’ basis, and without warranty of any kind, and your use of, or reliance on any such features and services is done at your own risk;

(c) we have no obligation whatsoever to provide any bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, Beta Services (or any part of them) during your use of any Beta Services, however, if we provide or makes available any update to Beta Services, you must fully implement the applicable update within the time period specified by Nova2pay or within thirty (30) days after we make the update available to you (whichever is earlier);

(d) we may make updates, changes, repairs, or conduct maintenance at any time, and with or without notice, which may result in changes in the availability or quality of Beta Services. In addition, Nova2pay may suspend your access to Beta Services with or without notice, including if we reasonably believe that:

(i) suspension is required by Applicable Law;

(ii) continuing to provide the Beta Services would make Nova2pay in breach of any obligation that Nova2pay owes to a third party; or

(iii) Nova2pay determines that continuing to provide the Beta Services would give rise to an unacceptable security or privacy risk; and

(e) we may terminate your access to the Beta Services if we in our sole discretion stop offering the Beta Services completely, or within your geographic jurisdiction.

8.3 Nova2pay may, in its discretion, provide Beta Services to the Customer free of charge.

9. SERVICE FEES

9.1 In consideration for the Services, the Customer will pay to Nova2pay the Service Fees. The Service Fees are charged separately depending on the Service used by the Customer and are set out in the Fee Schedule (which forms part of the Terms) or as otherwise agreed in writing with us.

9.2 Invoices. In respect of certain Services, Nova2pay may invoice the Customer for amounts due or payable under the Terms on a monthly basis.

9.3 Any invoices issued by Nova2pay must be paid by the Customer in a timely manner in order for the Customer to continue their access to the Services and no later than the date specified on the invoice. If full payment is not received on time, Nova2pay may suspend the Customer’s use of the Services and access to any associated accounts until Nova2pay receives the full invoiced payment.

9.4 Recurring Fees. Some of the Services we provide may require Service Fees to be paid for on a recurring basis (‘Subscription Services’). By activating or using a Subscription Service (including after the completion of any trial period, if applicable), you agree to pay the recurring fees applicable to such Subscription Service listed in our Fee Schedule or as set out on the Nova2pay Platform, or as otherwise agreed in writing (‘Subscription Fee’).

9.5 Unless specified in the Fee Schedule or we otherwise agree in writing with you, Subscription Fees will be charged at the end of every month until cancelled. You may cancel a Subscription Service at any time via the Nova2pay Platform. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. You are still liable for the Subscription Fees for the then current billing period and will not be entitled to a refund or credit for any Subscription Fee already due or paid.

9.6 Tax. All amounts payable to Nova2pay under the Terms are exclusive of all taxes and similar fees now in force or enacted in the future, which the Customer will be responsible for and will pay in full without any set-off, counterclaim, deduction or withholding unless prohibited by Applicable Law. Where the Customer is obliged by Applicable Law to deduct withholding tax from any payment made to Nova2pay:

(a) the Customer will promptly notify Nova2pay of the requirement;

(b) the Parties will make all necessary filings in order to ensure the provisions of any applicable tax treaty applies to the payment;

(c) the Customer will pay to Nova2pay such additional amount as will result in the receipt by Nova2pay of the full amount which would otherwise have been receivable had no withholding or deduction been payable;

(d) the Customer will pay to the relevant authorities the full amount required to be deducted or withheld when due; and

(e) the Customer will promptly forward to Nova2pay an official receipt (or a certified copy), or other documentation reasonably acceptable to Nova2pay, evidencing payment to such authorities.

9.7 Nova2pay may deduct any amounts that the Customer owes Nova2pay from time to time from the funds Nova2pay collects or receives as part of the Services or from any amount provided as security pursuant to clause 9.6 of these General Terms. If the Customer does not have enough funds to pay the amount owed to Nova2pay, Nova2pay may, at the Customer’s cost, take reasonable steps to recover this amount (such as taking legal action or using debt collection services).

9.8 Security. Nova2pay may, at any time, require that the Customer procures, within thirty (30) days (or such longer period as the Parties agree) after receiving Nova2pay’s written request, a guarantee, indemnity or other security (including the replacement of any existing security) in such form and over such assets as Nova2pay may reasonably require to secure to its reasonable satisfaction the performance of the Customer’s obligations (including contingent or potential obligations) from time to time under the Terms.

10. INTELLECTUAL PROPERTY

10.1 Nova2pay Marks. All Nova2pay Marks owned or used by Nova2pay in the course of its business are the property of Nova2pay. Nova2pay reserves all Intellectual Property Rights in relation to the use of the Nova2pay Marks. The Customer may not use the Nova2pay Marks or any similar marks without the prior written consent of Nova2pay.

10.2 Ownership. Nova2pay owns all Intellectual Property Rights in and to the Services, including the Nova2pay Platform, the Webapp and its proprietary technology, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, and including any modifications, improvements, feedback, ideas or suggestions relating to the Nova2pay Platform, the Webapp and Services and derivative work thereof. The Terms do not transfer from Nova2pay to the Customer any ownership rights in the Nova2pay Platform, the Webapp or the Services.

10.3 Customer Materials.

(a) The Customer grants a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable licence to Nova2pay and any applicable Affiliate or third party service provider of Nova2pay, to use the Customer Materials, for the purposes of operating the Nova2pay Platform, providing the Services, and fulfilling Nova2pay’s rights and discharging its obligations under the Terms.

(b) The Customer is solely responsible for the quality, accuracy, and completeness of any Customer Materials and shall indemnify and hold harmless Nova2pay, its Affiliates and its service providers on demand against all Losses arising out of or in connection with their use of the Customer Materials in accordance with the licence granted pursuant to this clause 10.3 and any claim that the Customer Materials infringe the Intellectual Property Rights of any third party.

10.4 Nova2pay licence. Nova2pay grants you a personal, limited, revocable, non-transferable, non-exclusive, non-assignable, non-sub-licensable, royalty-free licence to access and use the Nova2pay Platform through any supported web browser for the receipt of Services provided to the Customer under the Terms provided that you comply with the Terms.

10.5 Licence restrictions. The provisions of this clause 10.5 shall apply to any licences granted to the Customer by Nova2pay and/or its Affiliates.The Customer shall not, except to the extent allowed by Applicable Law or granted under a licence from Nova2pay to the Customer under clause 10.3 or otherwise in the Terms, attempt to:

(a) use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, or otherwise commercially exploit, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of the Services including the Nova2pay Platform, Services, or included software;

(b) allow any unauthorised person to access or use the Nova2pay Platform or use the Services, or trade on the Nova2pay Platform for speculative purposes; or

(c) reverse compile, disassemble, reverse engineer, attempt to extract the source code, or otherwise reduce to human-perceivable form all or any part of the Services or Nova2pay Platform.

10.6 Customer infringement. The Customer will not use the Services, including the Nova2pay Platform, in any way that infringes or violates Nova2pay’s or any third party’s Intellectual Property Rights or otherwise in breach of Applicable Law. The Nova2pay Platform may display content that Nova2pay does not own or is otherwise not responsible for. The Customer shall not use content from any of the Services, including the Nova2pay Platform, unless the Customer obtains written consent from Nova2pay or the owner of the content, or as permitted by Applicable Law.

10.7 Promotion. The Customer agrees that Nova2pay may include the Customer’s name, trading name, logo, trade marks and general business information in Nova2pay’s promotional and marketing materials for the Services and on its websites without consent. The Customer may at any time and upon reasonable notice in writing to Nova2pay request that Nova2pay ceases to use its name, logo, trade marks and general business information for these purposes.

10.8 Feedback. If the Customer provides us with any comments, questions, ideas, suggestions or other feedback relating to the Nova2pay Platform or any of the Services (‘Feedback’), Customer agrees that we may freely use, copy, disclose, license, distribute and exploit such Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Feedback will not be considered as constituting Customer’s Confidential Information or Customer Materials.

11. LIABILITY

11.1 Nothing in the Terms limits or excludes:

(a) in relation to each Party, its Liability for:

(i) death or personal injury caused by its negligence;

(ii) fraud or fraudulent misrepresentation;

(iii) any other act or omission, liability for which may not be limited under Applicable Law; and

(b) in relation to the Customer, its Liability for:

(i) any sums properly due and payable to Nova2pay under the Terms;

(ii) a breach by the Customer of Applicable Laws; and

(iii) liability arising under any indemnity given by the Customer.

11.2 Subject to clause 11.1, Nova2pay and its Affiliates shall have no Liability in respect of:

(a) any incidental, punitive, indirect, special or consequential losses suffered or incurred by the Customer;

(b) any (i) loss of profits; (ii) loss of business opportunities or bargain; (iii) loss of revenue; (iv) loss of anticipated profits; (v) loss of or corruption of data or loss associated with the same; (vi) loss of operation time or loss connected with or arising from business interruption; (vii) loss of anticipated savings; and/or (viii) damage to goodwill or any other damage to reputation, (in each case, arising as a direct or indirect result of the applicable claim);

(c) any loss outside of the direct control of Nova2pay and/or any of its Affiliates that arises from the negligence, fraud or wilful misconduct or the insolvency of any third-party correspondent bank, liquidity provider, or other financial institution who is part of the payment network used to provide the Services;

(d) the non-execution, or defective execution, of transactions or instructions if any information you provide in the Customer’s instructions is incorrect or if such non-execution or defective execution arises out of the Customer’s failure or delay in providing us with the information we require in accordance with the Terms; and

(e) any error, mistake or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.

11.3 Subject to clause 11.1, the maximum aggregate Liability in any one (1) calendar year of Nova2pay in relation to the Terms shall not exceed the aggregate Service Fees paid by the Customer in respect of that year in relation to the Terms.

11.4 Damages alone may not be an adequate remedy for breach and accordingly either Party will be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach.

12. INDEMNITIES

12.1 Customer’s Indemnity. The Customer shall indemnify and keep indemnified Nova2pay and its Affiliates on demand against all Losses incurred or suffered by Nova2pay and its Affiliates in connection with or as a result of:

(a) the Customer’s breach of any term of the Terms;

(b) failure to comply with Applicable Law;

(c) failure to comply with the Acceptable Use Policy;

(d) the Customer’s use or misuse of the Services including Nova2pay Platform;

(e) a third party alleging that Nova2pay’s use of the Customer Materials as permitted by the Terms infringes any Intellectual Property Rights;

(f) Nova2pay acting on any of the Customer’s or any of its Authorised Users’ instructions or which Nova2pay reasonably believe to have been made by the Customer or an Authorised User; or

(g) Nova2pay funding or arranging to fund all or part of any transactions pursuant to the Customer’s instruction, and the Customer cancels or fails to fully fund such transactions and Nova2pay incurs Losses as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.

13. CONFIDENTIALITY, PRIVACY AND USE OF DATA

13.1 Confidential Information. You acknowledge that:

(a) you may have access to Confidential Information belonging to us;

(b) you must keep such information confidential in accordance with these General Terms; and

(c) you may only use such information solely for the specific purposes for which it was disclosed by us to you or as expressly permitted by us.

13.2 Confidentiality Undertakings. You agree that you:

(a) will not disclose any of our Confidential Information to any third party except as required: (i) by law or any authority of competent jurisdiction; (ii) to your attorneys, accountants and other advisors as reasonably necessary; or (iii) for the purposes of defending yourself in relation to actual or threatened proceedings, provided that in respect of (i) and (iii) above, you will give us reasonable notice in advance of such required disclosure, together with such details as we may request (where notice to us is permissible under Applicable Law); and

(b) will take reasonable precautions to protect the confidentiality of such information, at least as stringent as those taken to protect your own Confidential Information.

13.3 Disclosures to employees and agents. In addition, you may only reveal our Confidential Information only to your agents, representatives and employees who have a ‘need to know’ such information in connection with these General Terms, and are informed of the confidential nature of such Confidential Information and agree to act in accordance with this clause 13. You will remain liable for any disclosure of Confidential Information by your agents, representatives and employees as if you had made such disclosure.

13.4 Privacy and Personal Data. The protection of Personal Data is very important to us. In addition to these General Terms, our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time.

13.5 Purposes. You agree to share Personal Data with Nova2pay and authorise Nova2pay to collect, use, store, disclose, transfer or otherwise process such Personal Data for the following ‘Agreed Purposes’:

(a) assist in providing information to you about a product or service;

(b) consider your request for a product or service;

(c) enable us to provide a product or service;

(d) manage Nova2pay’s relationship with the Customer;

(e) manage accounts and perform other administrative and operational tasks (including risk management, systems development and testing, credit scoring, staff training, collecting debts and market or customer satisfaction research);

(f) design new products and services or improve existing products and services provided by us;

(g) general and specific communication between us and you;

(h) consider any concerns or complaints you raise against us, to manage any legal action involving Nova2pay and/or its Affiliates, or both;

(i) carry out any enforcement activities including to collect any money due from you;

(j) identify you or establish your tax status under any local or foreign legislation, regulation or treaty or pursuant to an agreement with any tax authority;

(k) identify, prevent or investigate any fraud, unlawful activity or misconduct (or suspected fraud, unlawful activity or misconduct);

(l) comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks;

(m) verify any information and records relating you;

(n) comply with the Terms and the Privacy Policy;

(o) enable an actual or proposed assignee(s) or investors of all or any part of our business and/or assets or interest or shares of or in Nova2pay and/or any of its Affiliates to evaluate the transaction intended to be the subject of the transaction and to enable such person(s) to use the Personal Data provided by you in the operation of the business; and

(p) for any other purpose set out in our Privacy Policy.

13.6 Data Subjects. The categories of Data Subjects who we may collect Personal Data about may include the following, where they are a natural person: the Customer, the directors and ultimate beneficial owner(s) of the Customer, your customers, employees and contractors, payers and payees. You may share with Nova2pay some or all of the following types of Personal Data regarding Data Subjects:

(a) full name;

(b) email address;

(c) phone number and other contact information;

(d) date of birth;

(e) nationality;

(f) public information about the data subject;

(g) other relevant verification or due diligence documentation as required under the Terms; and

(h) any other data that is necessary or relevant to carry out the Agreed Purposes.

13.7 Compliance. The Customer will not knowingly perform its obligations under the Terms in a way that causes Nova2pay to breach applicable Data Protection Legislation.

13.8 Data Security. You will ensure that any Personal Data that is transferred to Nova2pay is transferred by a method and means that is secure and compliant with Data Protection Legislation in addition to any other reasonable information security requirements specified by us.

13.9 Cooperation. The Customer will provide Nova2pay with reasonable cooperation and assistance to comply with all obligations imposed on Nova2pay by the Data Protection Legislation and any relevant Applicable Law, including: (i) dealing with and responding to any communications from Data Subjects; (ii) dealing with, mitigating and responding to any breach of personal data; and (iii) with respect to security, impact assessments and consultations with supervisory authorities or Regulatory Bodies.

13.10 Personal data you provide about someone else. If you give us Personal Data about someone else, including (but not limited to) your Authorised Users, your director and ultimate beneficial owner(s), your customers, employees and contractors, payers and payees, you undertake that we may rely on you to obtain such other persons’ consent for disclosing their Personal Data to us which we will use in accordance with these General Terms. You are required to show them information about these provisions so that they may understand the manner in which their Personal Data may be collected, used and disclosed by Nova2pay in connection with your dealings with us and our use of their Personal Data including our use of Personal Data for direct marketing purposes and their consent to our use of their Personal Data provided by you on their behalf.

13.11 We may disclose your information to others. Nova2pay may disclose your Data to:

(a) any branch, subsidiary, holding company, associated company, affiliate including any Affiliate or related entity of Nova2pay;

(b) any agent, contractor or service provider that we engage or propose to engage to carry out or assist us with our functions and activities who is under a duty of confidentiality to keep such information confidential;

(c) participants in the payments system including card schemes, financial institutions and payments organisations such as Society for Worldwide Interbank Financial Telecommunication;

(d) any person to whom Nova2pay may enter into any assignment, fundraising, share purchase or other commercial agreement who is under a duty of confidentiality to keep such information confidential;

(e) any person to whom information is permitted or required (or expected) to be disclosed by any applicable law or regulation or pursuant to any order of court;

(f) any referee or representative of yours (including any professional advisor, broker, introducer, attorney or executor);

(g) any third party provider of collateral, security or credit support (if any);

(h) credit reference agencies, and, in the event of default, debt collection agencies;

(i) any of your agents you have authorised or who is authorised under law such as an administrator or trustee in bankruptcy or your legal representative; and

(j) any actual or proposed assignee or investor of all or any part of our business and/or assets and/or shares or interests of or in Nova2pay.

14. ANTI-BRIBERY, ANTI-CORRUPTION AND SANCTIONS

14.1 The Customer will (and will ensure that any Personnel will):

(a) comply with all Applicable Law relating to Sanctions, bribery and corruption including the Hong Kong Prevention of Bribery Ordinance (Cap. 201), UK Bribery Act 2010, the US Foreign Corrupt Practices Act, ​​Crimes Act 1914 (Cth) and Criminal Code Act 1995, ​​Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), Sanctions Law 1977 (Sanctiewet 1977), the Dutch Criminal Code (Wetboek van Strafrecht), the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, Prevention of Corruption Act 1960 of Singapore, Terrorism (Suppression of Financing) Act 2002 of Singapore and any laws and rules based on the OECD treaty (‘ABC Legislation‘);

(b) not do or omit to do anything likely to cause Nova2pay to be in breach of any such ABC Legislation;

(c) not give or receive any bribes, including in relation to any public official;

(d) maintain a programme designed to ensure compliance with ABC Legislation, including an education and training programme and measures reasonably calculated to prevent and detect violations of ABC Legislation; and

(e) provide Nova2pay with sufficient reasonable assistance to enable it to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with ABC Legislation or in connection with any investigation relating to ABC Legislation.

14.2 The Customer represents and warrants that it is not, and will ensure that none of its Personnel is a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person.

15. FORCE MAJEURE

15.1 Neither Party will be responsible for any failure to fulfil any obligation for so long as, and to the extent to which the fulfilment of such obligation is impeded by a Force Majeure Event. The Party subject to the Force Majeure Event will:

(a) promptly notify the other Party of any circumstances which may result in failure to perform its obligations; and

(b) use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.

15.2 This clause 15 does not limit or otherwise affect the Customer’s obligation to pay any Service Fees or other charges or amounts payable under the Terms.

16. SUSPENSION AND TERMINATION

16.1 Stopping Services. At any time, you can stop using any part of the Services and, subject to any Additional Terms, terminate the Terms by giving us thirty (30) days’ prior written notice where there are no outstanding transactions between you and Nova2pay.

16.2 Nova2pay‘s rights to terminate or suspend the Services for additional cause. Nova2pay may without notice immediately suspend access to the Services or terminate all or any part of the Terms or any of the Services if:

(a) the Customer is in breach of Applicable Law;

(b) the Customer undergoes a Change of Control;

(c) Nova2pay suspects criminal activity in connection with the Nova2pay Profile, that any of the Services is being used fraudulently, or Nova2pay reasonably believes that the Customer has fraudulently requested a refund for an unauthorised transaction;

(d) Nova2pay reasonably believes the Customer is in breach of Applicable Law or about to breach an Applicable Law, or Nova2pay is required to terminate the Terms by Applicable Law or a regulator of competent jurisdiction;

(e) the Customer has breached the Terms or breached any applicable limits or restrictions set out in the Acceptable Use Policy;

(f) the Customer has given Nova2pay false or inaccurate information, or Nova2pay has been unable to verify any information the Customer has provided;

(g) the Customer notifies Nova2pay of, or Nova2pay suspects or identifies, any suspected or actual unauthorised transactions;

(h) the Customer has been placed on any national or international restricted or prohibited lists, which prevents Nova2pay from doing business with the Customer;

(i) Nova2pay suspends or stops all, or part of, the Services, including for technical or security reasons;

(j) Nova2pay has reasonable concerns about the Customer’s Nova2pay Profile, including the Customer’s use of the Services;

(k) the Customer has not paid or repaid any amounts owing to Nova2pay by the date due notified by Nova2pay, or the Customer suffers an Insolvency Event;

(l) one of Nova2pay’s banking partners, or other service provider necessary to provide the Services, requires Nova2pay to terminate these General Terms or any other Terms; or

(m) the Customer does not use its Nova2pay Profile for twelve (12) months and it becomes inactive.

16.3 Notice. Where Nova2pay exercises a right of suspension, we will give the Customer notice of suspension where possible and the reasons for such suspension, either before the suspension is put in place, or immediately after, unless it would compromise Nova2pay’s reasonable security measures or otherwise be unlawful. Nova2pay will use commercial reasonable endeavours to remove the suspension as soon as practicable after the reasons for the suspension have ceased to exist.

16.4 On termination you will need to repay any money you owe us. In the circumstances set out in clause 16.2, we may charge you for any costs, expenses and losses we incur (including those due to any action we may take to cover or reduce the exposure).

17. GENERAL

17.1 Complaints

Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. A copy of our complaints procedure is available upon request.

17.2 Notices

(a) All notices, demands and other communications provided for or permitted under the Terms must be:

(i) made in writing in English; and

(ii) if:

(a) given to Nova2pay, it must be addressed to the postal address or email address set out in clause 2.2 (or otherwise as notified by Nova2pay to you from time to time); and

(b) given to the Customer, it must be addressed to the postal address or email address which Nova2pay has recorded for the Customer in the Customer’s Nova2pay Profile as the Customer has updated from time to time.

(b) All notices, demands and other communications provided for or permitted under the Terms and delivered in accordance with clause 17.2(a) will be deemed delivered:

(i) if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the Party’s postal address above; or

(ii) if sent by post, two (2) days after the day of posting; or

(iii) if sent by email, on the day of sending the notice, or if sent outside of usual business hours, at 9:00am the next working day after posting.

(c) Notices to be given by Nova2pay or its Affiliates to the Customer and/or its Affiliates may be given by Nova2pay, for and on behalf of its Affiliates, to the Customer directly.

(d) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.3 Relationship

Nothing in these General Terms will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

17.4 Assignment and subcontracting

You will not assign the Terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and constitute a material breach of the Terms. We may assign the Terms, in whole or in part, or subcontract our obligations under it, without your consent.

17.5 Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Terms or Applicable Law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.

17.6 Severability

If any provision of the Terms is determined to be invalid, unenforceable or illegal by any court of competent jurisdiction, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid, enforceable and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

17.7 Records

The Customer agrees that, except in the case of manifest error, Nova2pay’s records of the Customer’s use of the Services and of transactions carried out through the Nova2pay Platform is conclusive evidence of its contents.

17.8 Set-Off

We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these General Terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Our right to set off includes, but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with Nova2pay.

17.9 Other languages

The Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.

17.10 Governing law

The Terms will be governed by and constructed in accordance with the laws of Hong Kong. The Hong Kong courts have exclusive jurisdiction to settle any dispute (including non-contractual disputes or claims arising out of, relating to or having any connection with these Terms (for the purpose of this clause, a ‘Dispute’) and each party submits to the exclusive jurisdiction of the Hong Kong courts. For the purposes of this clause 17.10, each party waives any objection to the Hong Kong courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

17.11 Class waiver

To the fullest extent permitted by law, each Party agrees that any dispute arising out of or in connection with the Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Terms or any of the transactions contemplated between the Parties.

18. DEFINITIONS AND INTERPRETATION

18.1 In these General Terms (unless the context requires otherwise):

(a) the words “including“, “include“, “for example“, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words which precede them;

(b) reference to any agreement, contract, document or deed shall be construed as a reference to it as varied, supplemented or novated from time to time;

(c) reference to a Party shall be construed to include its successors and permitted assignees or transferees;

(d) words importing persons shall include natural persons, bodies corporate, un-incorporated associations and partnerships (whether or not any of them have separate legal personality);

(e) words importing the singular shall include the plural and vice versa;

(f) the headings, index and front sheet are all for reference only and shall be ignored when construing the Terms;

(g) references to a clause, schedule, attachment to a schedule, paragraph, annex or appendix are references to the clause, schedule, attachment, paragraph, annex or appendix of, or to, any Terms (and in each case, as varied, supplemented or novated from time to time);

(h) reference to any legislative provision shall be deemed to include any statutory instrument, by law, regulation, rule, subordinate or delegated legislation or order and any rules and regulations which are made under it and any subsequent re-enactment or amendment of the same; and

(i) if there is any inconsistency between the General Terms and any Additional Terms, then the Additional Terms prevail to the extent of the inconsistency.

18.2 Capitalised terms in the General Terms, unless otherwise expressly defined herein, have the following definitions:

  
“Acceptable Use Policy”means the terms and conditions applicable to use of the Webapp and the Nova2pay Platform as set out on our website www.Nova2pay.com;
“Affiliate”means any member of a Party’s Group (other than a Party) and any joint venture to which a Party is a party to;
“Nova2pay Marks”means all trade marks, logos, trade names, domain names and any other logos or materials of Nova2pay or its licensors;
“Nova2pay Platform”means the proprietary technology and associated products (including but not limited to those found on the Webapp, mobile applications and through an Nova2pay API) devised by Nova2pay to provide customers with Services;
“Nova2pay Profile”means the electronic information profile that records the Customer’s personal or business details (as applicable) and that is used to log in to and use the Nova2pay Platform;
“Applicable Law”means in any jurisdiction in which the Services are to be performed any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgment of a relevant court of law, including in relation to money service business, payment services, anti-money laundering, consumer and data protection;
“Authorised User”means any Personnel appointed by the Customer for the purposes set out in clause 4;
“Beta Services”has the meaning given to it in clause 8.1;
“Business Day”means any day when banks are generally open for business in Hong Kong (other than a Saturday, Sunday or public holiday in Hong Kong, or any day on which a typhoon signal number 8 or above, or a black rainstorm warning is hoisted in Hong Kong;
“Change of Control”means that the person or persons who controlled or had the power to control the affairs and policies of the applicable entity whether directly or indirectly and either by ownership or share capital, possession of voting power, ability to appoint directors, contract or otherwise, ceases to have such control;
“Confidential Information”means all information in any form or medium that is secret or otherwise not publicly available (either in its entirety or in part, including the configuration or assembly of its components) including accounts, business plans, business methods, strategies and financial forecasts, tax records, correspondence, designs, drawings, manuals, specifications, customer sales or supplier information, technical or commercial expertise, software, formulae, processes, methods, knowledge, know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing together with any copies, summaries, reproductions or extracts of such information clearly designated as being confidential or which can reasonably be considered confidential;
“Customer Data”means information that describes the Customer and its business (including proprietary business information) and its operations, its products or services, and orders placed by its customers, including details of the transactions transmitted via the Nova2pay infrastructure and data contained or inputted into the Nova2pay Profile;
“Customer Materials”means any systems, software, materials, data (including Customer Data and Payment Data), content, logos, trade marks, trade names, documents and/or other equipment or materials provided by the Customer to Nova2pay and used by Nova2pay directly or indirectly in connection with the supply of the Services;
“Data”means all types of data including Personal Data and Payment Data;
“Data Protection Legislation”means applicable privacy and data protection laws and any applicable national implementing laws, regulations and secondary legislation in Hong Kong relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time;
“Fee Schedule”means the fee schedule applicable to the Services published by Nova2pay on www.nova2pay.com or as we have otherwise agreed in writing with you;
“Force Majeure Event”means any event outside the reasonable control of the performing Party that materially affects its ability to perform its obligations under these General Terms, including an act of God, fire, earthquake, war, revolution, act of terrorism, strikes, lock- outs, labour troubles (but excluding strikes or other forms of industrial action by the employees, agents or subcontractors of that party); interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; nuclear, chemical or biological contamination; extreme abnormal weather conditions; the imposition of a sanction, embargo or breaking off of diplomatic relations; or any change in Applicable Law;
“GDPR”means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
“Group”means any entity in respect of which a Party or a Party’s ultimate holding company: (i) owns (directly or indirectly) more than fifty (50) percent of the voting rights or issued share capital; or (ii) can ensure that the activities and business of that entity are conducted in accordance with its wishes;
“Hong Kong”means the Special Administration Region of Hong Kong, People’s Republic of China;
“Insolvency Event”means: (a) any procedure commenced with a view to the winding-up or re-organisation of such Party (other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction of such Party); (b) any step taken or any procedure is commenced with a view to the appointment of an administrator, receiver, liquidator, provisional liquidator, judicial manager or receiver and manager, administrative receiver or trustee in bankruptcy or similar official in relation to such Party or all or substantially all of its assets; (c) the holder of any security over all or substantially all of the assets of such Party takes any step to enforce that security; (d) all or substantially all of the assets of such Party is subject to attachment, sequestration, execution or any similar process; (e) such Party is unable to pay its debts as they fall due; (f) such Party enters into, or any step is taken, whether by the board of directors of such Party or otherwise, towards entering into a composition or arrangement with its creditors or any class of them, including a company voluntary arrangement or a deed of arrangement; or (g) such Party enters into, or any step is taken, whether by the board of directors of such Party or otherwise, towards any analogous procedure under the laws of any jurisdiction to the procedures set out in (a) to (f) above, and in each case other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
“Intellectual Property Rights”means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of (and rights to apply for, renew or extend), such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world, together in each case with the right to claim and retain damages for past, current and future infringements of such rights;
  
“Liability”means any liability that arises, howsoever caused, whether as a result of a breach of contract, tort, negligence, breach of statutory duty or otherwise;
“Losses”means losses, damages, liabilities (including any liability to taxation), claims, costs and expenses, including fines, penalties, legal and other reasonable professional fees and expenses (in each case whether direct, indirect, special, consequential or otherwise);
“Network Rules”means the guidelines, bylaws, rules, agreements and regulations imposed by the financial services providers that operate payment networks supported by Nova2pay from time to time (including the payment card scheme operating rules for Visa, MasterCard, or American Express);
“Payment Data”payment account details, information communicated to or by financial services providers, financial information specifically regulated by Applicable Laws and Network Rules, and any other transactional information generated as part of the use of our Services;
“Personal Data”means information that identifies a specific living person (not a company, legal entity, or machine) that is collected, transmitted to or accessible through the Services and as otherwise defined in applicable Data Protection Legislation;
“Personnel”means, in respect of a Party, that Party’s employees, directors, officers, agents, sub-contractors and/or authorised representatives;
“Privacy Policy”means the global privacy policy for Nova2pay and its Affiliates as set out on www.nova2pay.com;
“Restricted Person”means a person who is: (a) listed on, or owned or controlled by a person listed on any Sanctions List; (b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions; or (c) otherwise a target of Sanctions;
“Sanctions”means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (a) the United States; (b) the United Nations; (c) the European Union; (d) the United Kingdom; (e) Hong Kong; (f) any other jurisdiction in which Nova2pay or Nova2pay Group operates; or (g) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (‘OFAC’), the United States Department of State and Her Majesty’s Treasury (together ‘Sanctions Authorities’);
“Sanctions List”means the Specially Designated Nationals and Blocked Persons list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury, or any similar list issued or maintained or made public by any of the Sanctions Authorities;
“Services”has the meaning given to it in clause 1.1;
“Service Fees”means the fees applicable to the use of any of the Services;
“Subscription Fee”has the meaning given to it in clause 6.2;
“Subscription Services”has the meaning given to it in clause 6.2;
“Terms”has the meaning given to it in clause 6.1;
“User Profile”means, with respect to each Authorised User, the electronic profile that records the Authorised User’s details and that is used by them to log into and use the Nova2pay Platform on the Customer’s behalf; and
“Webapp”means the user interface that the Customer and its Authorised Users may use to access the Nova2pay Platform and the Services.
This acceptable use policy sets out the terms under which you may access our Services. It applies as soon as you access and/or use our Services. Check the Customer Agreement or Payment and FX Terms for the meaning of defined words (those depicted with capital letters).

What you cannot do (Prohibited Activities)

You may use our Services only for lawful purposes. You may not use our Services:

  • in any way that breaches or is intended to breach any applicable local, national or international law, regulation or policy or causes Nova2payto breach any applicable law, regulation or policy;
  • in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  • for the purpose of harming or attempting to harm others, including minors (as such term is defined by the local legislation) in any way;
  • for anything that is abusive or incites hate, violence or seductious, or does not comply with our content standards;
  • in connection with any unsolicited or unauthorised advertising or promotional material or any other form of spam;
  • in connection with harmful programs like viruses or spyware or similar computer code designed to adversely affect the operation of any computer software or hardware;
  • in any way that would evade any applicable taxes, levies or duties illegally or facilitate any form of tax evasion;
  • in a manner that is likely to result in complaints, disputes, reversals, chargebacks or other liability (directly or indirectly) to Nova2pay, other customers of Nova2pay, third parties or yourself; or
  • for an unapproved purpose (that is if you are approved to use our Services for certain business purposes, then you must not use our Services for personal purposes or any other unapproved business purposes).
  • We do not provide our Services to businesses or support transactions which involve:
  • adult entertainment and related services, including pornography, escort services, prostitution services and/or any form of advertising of or for sexual services;
  • gambling services where it is illegal or offering gambling services without the required permits or licenses;
  • counterfeit or unauthorised goods, or products or services; such as goods or services which infringe upon intellectual property or proprietary rights of third parties;
  • arms and weapons manufacturing, sales and supplies;
  • the offering of regulated financial services (directly or indirectly) without a valid license and/or registration;
  • the sale and/or distribution of any product or service without the requisite permit or licence in their place of operation (governmental or otherwise);
  • the sale and/or distribution of any products or services which promote or encourage discrimination, including discrimination on the basis of race, gender, religion, nationality, disability, sexual orientation or age;
  • Ponzi/ Pyramid Scheme/ Multi Level Marketing/ Telemarketing;
  • the trade of restricted and/or endangered animal species and products derived from them;
  • the sale, distribution and/or trade of archaeological and cultural relics, such as the unlicensed export and trade of Iraqi Cultural Property;
  • any transactions made for no genuine commercial purpose, such as the pooling of funds between multiple parties or the cashing out of credit or stored value cards; or
  • any other businesses or transactions outside of our risk appetite based on our internal policies, our banking partners’ policies or the policies of participants in our payment network.
  • We do not provide our Services to the following categories of entities:
  • individuals, entities, countries/regions or any other form of “persons” who are subject to international sanctions;
  • bearer shares or entities having bearer share company in their ownership chain;
  • banks that do not have a physical presence in any country (that is “shell banks”); or
  • other categories outside of our risk appetite in accordance with our internal policies, our banking partners’ policies or the policies of participants in our payment network.

What you cannot do without our approval (Restricted Activities)

Without our approval, you may not use our Services for the following businesses or to support transactions which involve the following:

cryptocurrencies or virtual currencies;

financial services, including (and not limited to):-

Acceptance of deposits and other repayable funds from the public, including crowdfunding;

Lending;

Buy now pay later services;

Financial leasing;

Money or value transfer services;

Money and currency changing;

Issuing and managing means of payment (e.g. credit and debit cards, cheques, traveller’s cheques, money orders and bankers’ drafts, electronic money);

Financial guarantees and commitments;

Carry out a business that provides trading services in:

money market instruments (cheques, bills, certificates of deposit, derivatives etc.);

foreign exchange;

exchange, interest rate and index instruments;

transferable securities;

commodity futures trading.

Participation in securities issuance and the provision of financial services related to such issues;

Individual and/or collective portfolio management;

Safekeeping and administration of cash or liquid securities on behalf of other persons;

Otherwise investing, administering or managing funds or money on behalf of any other persons;

Underwriting and placement of life insurance and other investment related insurance.

Designated Non-Financial Businesses and Professions (“DNFBPs”) and companies collecting or handling funds on behalf of third parties, including and not limited to:-

Casinos, lotteries, online gambling or any action which involves a stake of an asset with a view to winning a prize/reward, and any tool which is intended or marketed to be used in the calculation or assessment of the prospect of placing successful bets or gambles;

Real estates agents;

Dealers in luxury goods or high value items, for example, precious metals and stones dealers; sale of loose precious metals, jewels, and stones such as gold, titanium, platinum, diamonds, etc;

Lawyers, notaries, other independent legal professionals and accountants;

Trust and company service providers;

Other entities which conduct payouts or collecting funds on behalf of any other person or entity other than yourself (except for your affiliated entities);

charities (including unregistered charities), non-government organisations or not-for-profit organisations;

other activities including:-

Matchmaking or dating services;

Interactive video platforms and chatting services;

Marketplaces;

Facilitation, sale or distribution of chemicals;

Pharmaceuticals;

Oil and gas companies, as well as related activities;

Bidding fee auctions;

Political organizations;

Religious organizations;

Surveillance equipment, for example, spy cameras;

Alcohol, tobacco and e-cigarette products;

Marijuana, CBD Oil, and drug-related paraphernalia;

Import or export of specified ‘dual use goods’ listed on the defence and strategic goods list;

Regulated medical devices and services, including fetal gender diagnosis;

Travel-Related Arrangement Services; or

other high risk activities in accordance with our internal policies, our banking partners’ policies or the policies of participants in our payment network.

You also agree:

not to copy or use any part of our Services in contravention of the provisions of our Client Agreement; and

not to access without authority, interfere with, damage or disrupt:

any part of our Services;

any equipment or network on which our Website is hosted or stored;

any software used in the provision of our Services; or

any equipment or network or software owned or used by any third party.

You may not deposit cash or cheque deposits into your account.

You may only use your Global Account number (as we provided to you) to receive funds for the following purposes:

receiving payouts from an approved e-commerce and marketplace platforms;

receiving payments from your clients and other third parties for the purpose of business payments;

receiving your own funds from other legitimate business sources.

Content standards

These content standards apply to all content you publish, broadcast, share or circulate, by or through a website or on any online platform that utilizes our Services. Content includes information, data, communication, video, text, graphics, photos, sounds, music, audiovisual works, and chat feed comments. The content must:

be accurate;

be genuinely held (where they state opinions); and

comply with applicable law in any country from which they are posted or to which they relate.

The content must not:

contain any material which is defamatory;

contain any material which is obscene, offensive, hateful or inflammatory;

promote sexually explicit material;

promote violence;

promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;

infringe any copyright, database right or trademark of any other person;

be likely to deceive any person;

be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

promote any illegal activity, such as sedition;

post any advertisement which is prohibited by relevant laws and regulations;

be threatening in any way, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

be likely to harass, upset, embarrass, alarm or annoy any other person;

be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

give the impression that they relate to us, if this is not the case; or

advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

If you operate any website or online platform that utilizes our Services, you

must have robust policies, procedures and processes regarding restricted or prohibited content and users’ code of conduct to monitor, detect, restrict and remove inappropriate, offensive or illegal content that might have a negative impact over our goodwill, reputation or reputation and block, blacklist and remove users of your website or online platform that provide inappropriate, offensive or illegal Content;

you shall remove content or block users of your online platform promptly if we request you to do so;

you shall notify us promptly if you receive any notifications from or are a subject of any any disciplinary process by any regulatory authorities or if you become aware that any content on your website or online platform or any services you provide are likely to infringe on any third-party rights, violate any applicable laws or could have a negative impact on your reputation.

Transaction limits

Unless you have received specific approval for a higher limit, you can only make a transaction involving a foreign currency conversion where your open positions or unsettled transactions do not exceed USD100,000 (or its equivalent) at the time of requesting the transaction with us. If you structure multiple transactions to exceed this amount, we may block those transactions.

We may review our internal credit risk policies from time to time and adjust our transaction limits in line with those policies. If we lower the transaction limit, we will give you reasonable notice of such a change.

Fair use

You should use our Services in a fair and reasonable manner. This means that you should not make excessive payouts or Employee Cards using our Services.

If you intend to make more than 500 payouts per month or more than 200 international payouts per month, please discuss with your account team about setting up a specific customised plan.

If you wish to have more than two (2) physical Employee Cards per Employee Cardholder, then please discuss with your account team about setting up a customised plan.

If you are an enterprise customer with customised pricing, then these limits will not apply to your use of our Services via API.

Suspension and termination

We alone will determine whether there has been a breach of this acceptable use policy through your use of our Services.

We take breach of this policy seriously and upon your breach, may take the following actions:

decide and implement the immediate, temporary or permanent withdrawal of your right to use our Services;

suspend or cancel your payment orders and take such other actions as we consider necessary;

remove any posting or material uploaded by you;

return funds to the sender (including to cooperate with a fund recall request from one of our banking partners);

issue a written warning;

take legal action against you for damages and/or for reimbursement of all costs incurred from your breach on an “all expenses” basis; and/or

report and disclose relevant information to applicable law enforcement authorities.

Other policies

This policy does not limit any of our rights in any of our agreements with you nor does it limit the implementation of our risk appetite in accordance with our internal policies, our banking partners’ policies or the policies of participants in our payment network.

Changes to the acceptable use policy

We may revise this acceptable use policy from time to time to reflect a change of regulatory requirements or a change of our risk appetite by updating this page. Such changes may affect the services we are currently providing you. You are encouraged to review this policy periodically and regularly to avoid any interruption of your services. This policy, as amended, is legally binding on you.

ONLINE PAYMENT TERMS

HONG KONG

1. THESE TERMS

1.1. These Online Payment Terms (these ‘Terms’) govern the provision of the Services by Nova2pay Limited (‘Nova2pay’, ‘us’, ‘our’ or ‘we’) to the entity or person (‘you’, ‘your’, or ‘Merchant’) identified in the Customer Details. Nova2pay and Merchant are each a ‘Party’ and together the ‘Parties’.

1.2. If you receive Services from any additional party, we will provide you with details of those additional parties. The entities providing Services as referred to above as we make known to you will be deemed to be a party to these Terms.

1.3. You must not access or use the Services unless you agree to abide by all of the terms and conditions in these Terms including any Additional Terms. You must agree to the Payout and FX Terms prior to us being obliged to provide you with the Services under these Terms.

1.4. The Parties agree that the Master Services Agreement (if applicable), the Schedules to these Terms, any Additional Terms and other terms referenced in these Terms are incorporated into and form part of these Terms, in each case, as may be amended, varied, supplemented, modified or novated from time to time.

1.5. Please read the following additional documents which also apply to your use of the Nova2pay Platform and Services and should be read together with this Agreement:

(a) Acceptable Use Policy;

(b) Privacy Policy;

(c) Product Documentation.

For the avoidance of doubt, unless the contrary intention is expressed elsewhere, the above documents do not form part of this Agreement.

1.6. Capitalised terms that are not otherwise defined in these Terms have the meanings given in Schedule 1 (Definitions).

1.7. These Terms shall take effect from the Commencement Date unless and until terminated by either Party in accordance with clause 17.

1.8. During the term of these Terms, we will provide a copy of these Terms to you upon request.

2. GETTING STARTED

2.1. You may access the Nova2pay Platform through Nova2pay APIs as well as the Webapp. However, in order to use our Services through the Nova2pay APIs, you must first be approved by us. If you are approved by us, you will need to comply with our Product Documentation and reasonable directions regarding the integration and use of the Nova2pay APIs.

You warrant and represent that you are not “dealing as a consumer” (for the purposes of, amongst other things, the Supply of Services (Implied Terms) Ordinance (Cap. 457), the Control of Exemption Clauses Ordinance (Cap. 71) or the Unconscionable Contracts Ordinance (Cap. 458) and you hereby acknowledge and agree that you may not continue to use the Services if you deal as a consumer at any time.

2.2. You may appoint an ‘Authorised User’ (for example, any of your directors, officers, employees or professional advisors) to access information about the Services under these Terms. You must set up each Authorised User with a User Profile and promptly provide us with the following details of any of your proposed Authorised Users: full name, address and billing address, phone and email address of, and any other contact or identification information of the Authorised User that we may reasonably require. You must inform us promptly if any details previously provided about an Authorised User changes or is incorrect. You will ensure that your Authorised Users comply with these Terms and in respect of your obligations and liabilities under these Terms and for such purposes any references to ‘you’ shall (where the context requires) be read as including your Authorised Users.

2.3. You may set up your Authorised Users to have different levels of authority by following the relevant prompts on the Nova2pay Platform.

2.4. You agree that:

(a) your Authorised Users have the authority to provide instructions to us for the provision of Services on your behalf;

(b) we may rely on instructions given by the Authorised User, and you will be bound by the actions of your Authorised Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorised User;

(c) we may refuse access to your Authorised User(s) if we are concerned about unauthorised or fraudulent access; and

(d) you will promptly report to us any infringements or unauthorised access to the Nova2pay Platform, including through the Webapp or Nova2pay APIs.

3. DUE DILIGENCE INFORMATION

3.1. You shall provide Nova2pay with the following information (the ‘Due Diligence Information’) in the form specified by Nova2pay:

(a) if applicable, copies of your constitutional documents;

(b) description of your basic business operations;

(c) your enterprise email address;

(d) information on your legal and beneficial owners (if applicable);

(e) business names (both your legal and trading names);

(f) merchant category code;

(g) URL of your online sites;

(h) your shipping address;

(i) financial statements and information relating to your financial standing; and

(j) any other information we may reasonably request.

3.2. You shall provide Nova2pay with any other relevant information (including but not limited to Personal Data of your directors and beneficial owners) upon Nova2pay’s reasonable request from time to time (including, but not limited, to when Nova2pay carries out annual or such other periodic reviews of your business and account with Nova2pay).

3.3. You agree that Nova2pay may provide the Due Diligence Information to the Network or its Affiliates for the purpose of conducting due diligence review or complying with Network Rules.

3.4. You shall notify Nova2pay of any changes to the Due Diligence Information in a timely manner as soon as reasonably practicable following such change.

3.5. The Parties agree that failure to comply with clauses 3.1 to 3.5 will be a material breach of these Terms by Merchant.

4. SERVICES

4.1. Under these Terms, Nova2pay shall provide you with the following services (each a ‘Service’ and together the ‘Services’):

(a) the ‘Payment Processing Service’ which is the processing and transmission by Nova2pay of Authorisation Requests, Capture Requests and Transaction Data between you and Buyer and/or between you and a Payment Method Provider or other payment service provider that connects us to Networks and the subsequent collection and settlement by Nova2pay of resulting Payments to Merchant; and

(b) any ‘Additional Services’ being the Gateway Services, Fraud Control Service, Encryption Service, Customs Declaration Service or any other Additional Services that you have requested and that we have agreed to provide to you under these Terms.

4.2. If the Merchant uses a Hosted Checkout Page for the Services, Nova2pay may allow the Merchant to customise the appearance of the Hosted Checkout Page if Nova2pay so permits. The Merchant shall be responsible for any costs of such customisation.

4.3. Subject to clauses 4.4 and 4.5, you may use the Services from the Commencement Date.

4.4. You hereby acknowledge and agree on an on-going basis that you may not use the Services unless and until you have provided all the information we request from you in accordance with clause 3.1, You agree that, where we make a request for information in accordance with clause 3.2 you will cease to use the Services until you have provided the requested information to us and we have confirmed in writing that you may use the Services again.

4.5. You hereby acknowledge and agree that you must only use the Services in accordance with the Acceptable Use Policy issued by us from time to time applicable to Hong Kong (which is available on our website at www.nova2pay.com) and that you may not use the Services in respect of Prohibited Transactions.

4.6. You hereby acknowledge and agree that you must immediately cease using the Services if we notify that, acting reasonably, we determine that you have breached the Acceptable Use Policy. We may terminate these Terms or any Services with immediate effect pursuant to clause 17.5 if you have violated the Acceptable User Policy.

4.7. You hereby acknowledge and agree that your Transaction may not be processed or our Services may be suspended if it exceeds your Transaction Limit or is related to certain specified industries. Unless we otherwise agree in writing with you, you acknowledge that we may set your Transaction Limit, define specified industries, and change them based on our internal policies and procedures and/or Network Rules from time to time.

4.8. Where clause 4.7 applies, we may require you to enter into an Acquiring Agreement or similar agreements with us and an Acquirer, or with a Payment Method Provider or Network, before we decide to process your Transactions or allow you access to the Services again.

4.9. You hereby acknowledge and agree that we are not obliged to provide any Service or continue to provide any Service if we reasonably believe this would result in a failure to comply with any Applicable Law, Sanctions Law or the Network Rules.

5. SERVICE FEES

5.1. Nova2pay shall provide you with the Services in accordance with Applicable Law and the Network Rules in return for the Service Fees.

5.2. The Parties agree that the Services Fees are immediately payable by you upon receipt of the relevant Service.

5.3. Unless stated otherwise, all Service Fees, charges and other payments to be made by you under these Terms are exclusive of any applicable Taxes under any Applicable Law or governmental decree, for which you shall also be liable. Any Tax payable in respect of the Services provided or payments made under these Terms (other than Tax payable on our net income, profits or gains) will be payable by you.

5.4. Where we do not settle funds to you net of any amounts owed by you to us (as referred to in clause 6.4), while all sums are due immediately, they will be payable in accordance with the terms of any invoice issued by us to you.

5.5. We may from time to time vary the Service Fees and/or introduce new charges in addition to the Service Fees, in accordance with clause 21. In addition, if the issuer of the Cards, Local Payment Methods and the Networks respectively increase their fees or charges (including any interchange fees and/or scheme fees), these fees or charges will be added to the Services Fees payable by you to us.

6. SETTLEMENT

6.1. After we have value dated a Transaction, subject to clauses 6.4 to 6.10, Nova2pay will instruct payment of the Net Settlement Amount to Merchant on the later of the following:

(a) without undue delay following receipt of cleared funds from the Payment Method Provider;

(b) at the expiry of the interval/period as reasonably determined by Nova2pay or as otherwise agreed between the parties in writing; and

(c) the expiry of any period of deferment pursuant to clause 6.5 in respect of the relevant Transactions.

6.2. We shall, at our discretion, make the Settlement Payment to the Merchant by:

(a) initiating a bank transfer of the Net Settlement Amount to the Merchant Bank Account; or

(b) by crediting the Net Settlement Amount to a Global Account,

in the Settlement Currency. The Customer agrees that a nominated Global Account will be used as the default method in which a Settlement Payment will be made, unless otherwise agreed in writing by the Parties.

6.3. We may deduct the Permissible Deductions from the Aggregate Payment Amount. The Parties agree that the ‘Net Settlement Amount’ shall therefore be an amount equal to the Aggregate Payment Amount after any Permissible Deductions.

6.4. The Permissible Deductions referred to in clause 6.3 are:

(a) Service Fees;

(b) Refunds;

(c) Refund Fees;

(d) Chargebacks;

(e) Chargeback Fees;

(f) Chargeback Costs;

(g) Assessments;

(h) additional Reserve amounts;

(i) Claims;

(j) Tenpay Instructed Amount; and

(k) any other charges or amounts due and payable from you to us or our Affiliates under these Terms or otherwise.

6.5. In addition to our rights under clauses 6.3 and 6.4, we may defer all or part of your Settlement Payment(s):

(a) if, following any deductions pursuant to clause 6.3, such amount is less than the minimum Settlement Payment threshold that we reasonably determine in our sole and absolute discretion (of which we will notify you from time to time), until the total Net Settlement Amount payable reaches that threshold;

(b) where we reasonably believe that a Transaction (including activity which would otherwise have constituted a Transaction) may be fraudulent or involves other criminal activity, until the satisfactory completion of our investigation and/or that of any Regulator, Network or Local Payment Provider or any other third party; or

(c) without limit in amount or time, if we become aware or reasonably believe that you are in breach of or likely to be in breach of your obligations under these Terms.

6.6. Nova2pay shall make available for download each day by Merchant a list of all the recorded Transactions during the immediately preceding day for which Payments have been received (the ‘Transaction List’). The Transaction List shall set out our determination of the Aggregate Payment Amount and the Net Settlement Amount and in the absence of manifest error or valid dispute by the Merchant shall be final and binding on Merchant in relation to such amounts.

6.7. We may suspend the processing of all or any Transactions, Refunds, Chargebacks or Claims where we have the ability or are obligated to do so and where we reasonably believe that a Transaction, Refund, Chargeback or Claim (including activity which would otherwise have constituted a Transaction, Refund, Chargeback or Claim) may be fraudulent or involves any criminal activity, until the satisfactory completion of our investigation and/or that of any Regulator, Network or Local Payment Provider, or any other third party.

6.8. In the event that we exercise our rights under this clause 6 we shall notify you of any such action and the reasons for it, unless we are prohibited from doing so under Applicable Law. Subject to reasonable security measures and Applicable Law, we will notify you before any suspension of processing under clause 6.7 if we are able to do so, or otherwise immediately after such suspension.

6.9. Settlement Payments shall be paid in the Settlement Currency unless agreed otherwise in writing by you and us from time to time. Where we apply a currency conversion, we shall use our prevailing exchange rate of the day determined by us or such other rate as we may agree in writing.

6.10. In addition to the foregoing, we may, in our sole discretion, impose a Reserve on all or a portion of your Settlement Payment. If we impose a Reserve, we will provide you with a notice specifying the terms of the Reserve. The terms of this notice may require:

(a) that a certain percentage of your Settlement Payment is held for a certain period of time;

(b) that a fixed amount of your Settlement Payment is withheld and shall not be paid to you in accordance with clause 6.2; or

(c) such other restrictions that we determine are necessary to protect against the risk to us associated with our business relationship.

We may impose a Reserve immediately and provide you with the notice after we have imposed the Reserve in circumstances where we reasonably determine such as to mitigate our financial exposure. We may change the terms of the Reserve at any time by providing you with notice of the new terms.

6.11. Settlement Payments subject to a Reserve are not immediately available for payment to your Merchant Bank Account or Global Account (as applicable) for making Refunds. Other restrictions described in clause 6.10(c) above may include:

(a) limiting Settlement Payments immediately available to you;

(b) changing the speed or method of making Settlement Payments to you;

(c) setting off any amounts owed by you against your Settlement Payments 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 to deposit funds with us as security for your obligations to us or third parties).

6.12. We may hold a Reserve as long as we deem necessary, in our sole and absolute discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Merchant Bank Account or Global Account or other accounts with Nova2pay available for any open settlements, Chargebacks and other adjustments.

6.13. To secure your performance of these Terms, you grant to Nova2pay a security interest (in the form of a charge) to any Settlement Payments held in Reserve.

7. YOUR OBLIGATIONS

7.1. You shall at all times comply with:

(a) the provisions of these Terms;

(b) the Network Rules;

(c) Applicable Law; and

(d) Sanctions Law.

7.2. You acknowledge and agree that you (and your agents, sub-contractors or any third parties used by you) shall not store Buyer data or Card data prohibited by the Network Rules and abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body notified to you by us) and the Networks and Local Payment Providers including the PCI SSC Standards.

7.3. You agree to pay us the Service Fees for administering the system through which you report your compliance status with PCI SSC Standards or its equivalent to the Networks or Local Payment Providers (‘PCI SSC Service’), and a PCI SSC Standards non-compliance fee or its equivalent (specified in the Fee Schedule) for each month in which you are not compliant with the PCI SSC Standards or its equivalent issued by the Networks or Local Payment Provider.

7.4. You shall:

(a) only accept Payments from and/or make Refunds to Buyers in connection with goods and/or services which you have sold and supplied as principal to those Buyers, and only pay such Refunds to the Buyer using the Payment Method used by the Buyer for the original Transaction;

(b) only accept Payments and/or make Refunds in respect of goods and/or services the sale and supply of which commonly falls within your business as identified to us. You acknowledge that we may amend the MID assigned to you as required;

(c) notify us in writing before you make any change to the nature of the goods and/or services the sale and supply of which fall within your business as identified to us;

(d) only accept Payments and submit Transaction Data to us in respect of Transactions which a Buyer has authorised in accordance with Applicable Law, the Network Rules and any other information or instructions provided or made available by us to you from time to time, and shall not knowingly submit any Transaction Data to us in respect of Transactions that is illegal or that you should have known was illegal;

(e) ensure that you prominently and unequivocally inform Buyers of your identity at all points of interaction with a Buyer (including prominently displaying your company name and any trading name on any website through which you conduct Transactions), so that the Buyer can readily identify you as the counterparty to the relevant Transaction;

(f) only submit Transaction Data to us directly from your own staff or systems, or via a third party product which has been approved by us in advance in writing;

(g) provide Buyers with details of your goods and services, terms and conditions and complaints procedure and customer service contact point which shall be accessible by e-mail and/or telephone in the local language;

(h) have proper data protection policy and obtain consents or permissions from Buyers or other users for the sharing and processing of any relevant data with us, Network, Payment Method Provider or Regulator in accordance with Applicable Laws; and

(i) refrain from doing anything which we reasonably believe to be disreputable or capable of damaging the reputation or goodwill of us, our Affiliates, Networks or Local Payment Provider.

8. SANCTIONS LAW AND PREVENTION OF BRIBERY

8.1. You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is, a Sanctioned Person and do not act directly or indirectly on behalf of a Sanctioned Person.

8.2. You warrant and represent that neither you nor any of your directors, officers, agents, employees or persons acting on behalf of the foregoing has:

(a) committed a Prohibited Act;

(b) to the best of your knowledge, been or is the subject of any investigation, inquiry or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or

(c) has been or is listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts on the grounds of a Prohibited Act.

8.3. If you become aware of any suspected breach of clauses 8.1 or 8.2 or have reason to believe that such a breach may occur, you shall, to the extent permitted by Sanctions Laws and Applicable Law, notify us immediately.

9. RECURRING TRANSACTIONS

9.1. You hereby acknowledge and agree that you may only accept Recurring Transactions if we have agreed with you in writing that you may do so. You acknowledge that Recurring Transaction may only be permitted or possible with respect to certain Payment Methods.

9.2. Subject to clause 9.1, in respect of Recurring Transactions you shall:

(a) obtain a Recurring Transaction Authority from the Buyer;

(b) confirm to the Buyer within two (2) Business Days of the date of the Recurring Transaction Authority that the Recurring Transaction Authority has been established;

(c) notify the Buyer via the agreed method of communication at least seven (7) Business Days prior to a Recurring Transaction payment being charged to the Buyer’s Payment Method whether: (i) the payment amount or payment date has changed; (ii) the payment date has changed; (iii) more than six (6) months have elapsed since the last Recurring Transaction payment; or (iv) any trial period, special offer or promotion has expired; or as otherwise required in accordance with the applicable Network Rules;

(d) not effect (or attempt to effect) a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has expired, or once the Buyer has notified you that the it wishes to cancel the Recurring Transaction Authority;

(e) securely retain the Recurring Transaction Authority for at least a period of eighteen (18) months after the date of the final Transaction effected under it; and

(f) provide us with copies of any Recurring Transaction Authority on demand.

10. REFUNDS

10.1. You shall maintain and disclose to Buyers at the time of purchase a policy for the return of goods or cancellation of services. You shall not give a cash refund to a Buyer for a payment made using a Card or Local Payment Method, unless required by Applicable Law, nor accept cash or other compensation for making a refund to a Card or Local Payment Method.

10.2. The form and procedure for making Refunds shall depend on the relevant Payment Method. A Refund only arises in circumstances where there is an originating Transaction which is being reversed or partially reversed. We will not be able to process any Refund request if (i) the amount of the Refund exceeds the amount of the originating Transaction. or (ii) you do not have sufficient balance in your Aggregate Payment Amount or sufficient funds in your account with Nova2pay. We shall be authorized to deduct the Refund from your Aggregate Payment Amount and the funds in your account with Nova2pay.

10.3. A Refund request may be processed only if it is made within one year from or such shorter period as determined by the Network or Payment Method Provider from the date of the originating Transaction.

10.4. We may refuse to execute a Refund if it does not meet the conditions in these Terms or is prohibited by Applicable Law or Sanctions Laws. 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 or Sanction Laws) 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 request for a Refund 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 under Applicable Law.

10.5. Where we execute a Transaction or Refund in accordance with details provided by you, the Transaction or Refund will be deemed to have been correctly executed by us and any other payment service provider involved. Where the details provided by you are incorrect, we are not liable for the non-execution or defective execution of the Transaction or Refund, but we will make reasonable efforts to recover the funds involved in such a Transaction or Refund and we may charge you for any such efforts.

10.6. We will apply a Refund Fee as set forth in the Fee Schedule to any Refunds that are requested even where the Refund is not actually processed. You acknowledge that Refunds may not be processed by us where you have insufficient funds in the relevant currency.

10.7. You agree that each Refund Fee represents a debt immediately due and payable by you to us.

10.8. We have the right to initiate Refund or modify and reverse transactions without your consent when (i) we suspect that a transaction is fraudulent or is in breach or contravention of these terms, our internal policies and procedures or Applicable Laws, (ii) we receive guidance, advice or instructions from the Network or governmental or regulatory authorities, or (iii) we suspend or terminate any of our services.

11. CHARGEBACKS

11.1. You agree that each Chargeback and each Assessment represents a debt immediately due and payable by you to us.

11.2. You acknowledge and agree that you are required to reimburse us for Chargebacks in circumstances where you have accepted payment in respect of the relevant Transaction, even if you are under no legal liability in respect of the supply of the goods or services concerned. To the extent permitted by Applicable Law, we shall notify you as soon as reasonably practicable of any applicable Chargebacks and Chargeback Costs which have occurred or been incurred.

11.3. Any Chargebacks for which you are required to reimburse us shall correspond to the whole or part of the Transaction Value in the currency of the original Transaction. Unless you have an account with us in the currency in which the Chargeback is charged, the Chargeback amount may be converted to the Settlement Currency from the currency of Chargeback at the exchange rate quoted to us or as we otherwise determine.

11.4. Pre-chargeback Services.

(a) We may, in our sole discretion, require you to use pre-chargeback services (“Pre-chargeback Services”) based on the Chargeback ratio or other risk factors of your transactions. The Pre-chargeback Services allow you to automatically refund certain disputed transactions to the Buyer. If you are required to use Pre-chargeback Services, we will provide you with a notice and specify any thresholds applied to automatic refunds. Additionally you agree to pay the relevant service fees (“Pre-chargeback Service Fees”).

(b) You acknowledge the Pre-chargeback Services are ultimately provided by affiliates of Networks or other third parties (“Pre-chargeback Service Provider”).

(c) You acknowledge and agree that we may set up, configure, change or update thresholds or other parameters (“Pre-chargeback Parameters”) in relation to each Pre-chargeback Service. Any changes or updates to the Pre-chargeback Parameters made by us shall become effective immediately and notified to you thereafter.

(d) You authorise us to share any Customer Data with the Pre-chargeback Service Providers where they request such data in connection with their provision of the Pre-chargeback Services.

11.5. In the event that you wish to dispute a Chargeback, it is your responsibility:

(a) to prove to our reasonable satisfaction (which shall, subject to clause 11.5 and without limitation, be conditional upon the relevant Network or Local Payment Provider, as the case may be, confirming it is satisfied) that the debit of the Buyer’s account was authorised by such Buyer; and

(b) (additionally) to provide us with such other evidence as we or any Network or Local Payment Provider may require you to provide in support of your claim. The evidence required to be provided will depend on, among other things, the nature of the Chargeback, and may vary accordingly.

11.6. Subject to the Network Rules, we shall not be obliged to investigate the validity of any Chargeback or Assessment. You acknowledge and agree that any decision or determination of the relevant Network or Local Payment Provider as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.

11.7. As Chargebacks may arise a considerable period of time after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of these Terms for whatever reason, we shall remain, without prejudice to clause 6, entitled to (i) use Pre-chargeback Services on your behalf to process pre-chargeback requests in relation to Transactions effected during the term of these Terms and recover Pre-chargeback Service Fees or other relevant costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under these Terms); and (ii) recover Chargebacks and Chargeback Costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under these Terms) in respect of all Chargebacks that occur in relation to Transactions effected during the term of these Terms.

11.8. If you wish to dispute a Chargeback or Assessment, you will do so in accordance with the applicable procedure set out in the Network Rules. In the case of a disputed Chargeback or Assessment, you must provide us within any specified timeframe with the evidence required by us, the Network or the Local Payment Provider.

11.9. We will apply a Chargeback Fee as set forth in the Fee Schedule to any Chargeback.

11.10. We may suspend all or part of the Services if the ratio of Chargebacks to Transactions is excessive or we otherwise consider, in our sole and absolute discretion, that the total volume or value of Chargebacks is excessive.

12. INFORMATION REQUEST& PERIODIC REVIEWS

12.1. If we request any transaction data or proof of a Transaction, you shall provide the original receipts and relevant Transaction records to us via e-mail within two (2) Business Days after the receipt of our request.

12.2. You shall assist us and any Payment Method Provider in handling properly all complaints from Buyers on the relevant Payment Method, and shall implement suggestions put forward by us or the Payment Method Provider.

12.3. You shall, at your own expense, cooperate with us, Network, Payment Method Provider or Regulator regarding any investigation, enquiry or proceedings and provide any information or records as reasonably requested by the relevant party.

12.4. Nova2pay may carry out a periodic review of your use of the Services once during each calendar year, or at any time if Nova2pay determines that:

(a) the Transaction Mix figures differ from the Transaction Mix figures you previously provided to Nova2pay; or

(b) the Transaction Mix figures that Nova2pay used to calculate any Service Fee.

If the actual or projected Transaction Mix figures materially differ from previous Transaction Mix, then Nova2pay may revise the Service Fees based on the then current or projected Transaction Mix (as reasonably determined by Nova2pay) by giving you thirty (30) days’ written notice (“Fee Change Notice Period“). If you do not accept the revised Service Fees within the Fee Change Notice Period, you must terminate this Agreement by giving thirty (30) days’ written notice to Nova2pay, otherwise those revised Service Fees will become binding on you under these Terms (unless you and Nova2pay otherwise agree in writing) upon the expiration of the Fee Change Notice Period.

12.5. You must promptly provide us with any information reasonably requested by Nova2pay in relation to any periodic review carried out under these Terms.

13. FOREIGN CURRENCY & CURRENCY CONVERSIONS

13.1. Settlement Currency. As and where supported by the relevant Payment Method Providers, Nova2pay will process Transactions and pay Settlement Payments to you in the Settlement Currency. You acknowledge that Nova2pay is not obliged to process any Transaction, or settle a Settlement Payment to you, in a currency that is not a Supported Currency.

13.2. Pricing structure for Card Transactions. You acknowledge that we may agree on a ‘blended’ pricing structure or an ‘Interchange++’ pricing structure with you in respect of Card Transactions. For the ‘blended’ pricing structure, you acknowledge that the underlying interchange and scheme fees component of the Service Fees for Card Transactions is calculated by Nova2pay based on the Transaction Mix figures that you report to Nova2pay from time to time, as required under these Terms. Under the ‘Interchange++’ pricing structure, you acknowledge that Nova2pay calculates the underlying interchange and scheme fees component of the Service Fees for Card Transactions based on the actual interchange fee that is attracted by the relevant Transaction, according to interchange pricing published (and varied) by the Card Networks from time to time.

13.3. Foreign Currency Settlement Fee. Subject to clause 13.5, if the Transaction currency is in any other currency other than Hong Kong Dollars, and we pay the Settlement Payment to you in that other currency, then Nova2pay will charge you a Foreign Currency Settlement Fee on the Transaction Value. For example, if the Transaction currency is USD and the Settlement Payment is made in USD, we will charge you a Foreign Currency Settlement Fee.

13.4. FX Conversion Fee. Subject to clause 13.5, if we pay the Settlement Payment to you in a Settlement Currency that is different from the Transaction currency, then Nova2pay will charge you a FX Conversion Fee on the Transaction Value. For example, if the Transaction is in USD and we settle HKD to you, we will charge you a FX Conversion Fee.

13.5. Applicability of Foreign Currency Settlement Fee and FX Conversion Fee. The Parties acknowledge and agree that:

(a) the Foreign Currency Settlement Fee and the FX Conversion Fee will apply in respect of all Card Transactions unless an ‘Interchange++’ pricing structure has been agreed with you in writing in respect of Card Transactions, in which case only the FX Conversion Fee will be applicable to such transactions; and

(b) the Foreign Currency Settlement Fee is not applicable to LPM Transactions.

13.6. Currency conversions by Nova2pay and Payment Method Providers. You acknowledge and agree that:

(a) a Payment Method Provider may convert the Transaction currency into another currency before it is received by Nova2pay using the prevailing exchange rate(s) determined by the Payment Method Provider; and

(b) Nova2pay may convert the Transaction currency or, if applicable, the currency received from a Payment Method Provider under clause 13.6(a), using the prevailing exchange rate determined by Nova2pay into the Settlement Currency before making a Settlement Payment to you.

In relation to certain Transactions in currencies not directly supported by Nova2pay, more than one currency conversion may be required under this clause 13.6 to convert a Transaction currency to the Settlement Currency. For example, if a Transaction is made via a Payment Method Provider in an exotic currency that Nova2pay does not directly support, that Payment Method Provider may convert and settle the relevant Transaction currency in USD to Nova2pay and, if your Settlement Currency is HKD, Nova2pay may convert that USD amount to HKD and pay it to you as the Settlement Payment.

13.7. Supported Currency changes. Without limiting any of our rights under these Terms, Nova2pay may add, restrict or remove any Supported Currency from time to time during the Term and, without limiting the foregoing, a Payment Method Provider may add, restrict or remove a currency they support from time to time.

13.8. Buyer warnings. You are solely responsible for giving any notices, warnings or disclaimers regarding prices and other amounts displayed to a Buyer when making a proposed Transaction (whether the Transaction is to be in Hong Kong Dollars or any other currency) including, but not limited to, warning a Buyer that they may be charged foreign currency fees by their card issuer and providing any other warnings required by Applicable Law in relation to a Transaction involving a foreign currency.

13.9. You acknowledge and agree that:

(c) in the event of a Refund, Chargeback or other reversals of the original Transaction (a ‘Reversal‘) that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Reversal will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by Nova2pay; and

(d) to the extent that the FX Conversion Fee applies to any Reversal by us under these Terms, you acknowledge and agree that the Merchant bears the risk of any movement in exchange rate between the time of processing the original Transaction and the time of processing the relevant Reversal.

14. REPRESENTATIONS AND WARRANTIES

14.1. Each Party makes each of the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into these Terms:

(a) it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;

(b) it is properly registered to do business in all jurisdictions in which it carries on business;

(c) it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business;

(d) it has the corporate power, authority and legal right to execute and perform these Terms and to carry out the transactions and its obligations contemplated by these Terms;

(e) these Terms shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in these Terms, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Party in order to enter into these Terms and perform its obligations;

(f) neither (a) the entry into of these Terms, nor (b) the performance by the Party of these Terms will (i) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of the Party or (ii) breach any material obligations of the Party under any contract to which it is a party or (ii) violate any Applicable Law to a material extent; and

(g) there is no litigation, proceeding or investigation of any nature pending or, to the Party’s knowledge, threatened against or affecting the Party or any of its Affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under these Terms.

14.2. You warrant and represent that you have a permanent establishment and/or business registration in the Territory and that you will only use the Services from the Territory; and you have never committed fraud; or been subject to any Payment Scheme’s mandatory risk remediation programme(s).

14.3. You must obtain any necessary authorizations from Data Subjects for the required transfers of information within the scope of the Services. You are responsible for the legally compliant collection and transmission of information (in particular Personal Data) to Nova2pay.

15. DATA PRIVACY

15.1. Your use of the Services is subject to our Privacy Policy, which you agree to by entering into these Terms, and consent to the collection, use, disclosure, processing, management and transfer of Personal Data in accordance therewith.

15.2. When using the Services, you or any third party authorized by you may submit content to Nova2pay. Any collection, use or processing of information by us shall be restricted to the purposes necessary for, or incidental to, the provision of the Services pursuant to these Terms unless your prior consent is obtained.

15.3. If you receive any complaint, notice or communication from the Office of the Privacy Commissioner for Personal Data which relates directly to (i) our processing of Personal Data; or (ii) a potential failure by us to comply with the Personal Data (Privacy) Ordinance in respect of your or our activities under or in connection with these Terms (a ‘Data Complaint’) you shall, to the extent permitted by Applicable Law, promptly notify us of the Data Complaint and provide us any information we request in relation to such a Data Complaint.

15.4. You acknowledge and agree that we may disclose Transaction Data or Personal Data to the Office of the Privacy Commissioner for Personal Data, any law enforcement authority or Regulator in accordance with Applicable Law.

16. CONFIDENTIALITY

16.1. The Parties agree that they shall:

(a) treat as confidential all Confidential Information obtained from the other Parties under these Terms;

(b) use the other Parties’ Confidential Information solely for the specific purposes for which it was disclosed;

(c) not publish or otherwise disclose to any person the other Parties’ Confidential Information without the owner’s prior written consent; and

(d) take all action reasonably necessary to secure the other Parties’ Confidential Information against theft, loss or unauthorised disclosure.

16.2. Each Party may disclose Confidential Information only if it can demonstrate that the Confidential Information:

(a) is required to be disclosed by any court of competent jurisdiction, Regulator, by the rules of a recognised stock exchange or by Applicable Law or the Network Rules;

(b) was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure;

(c) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 16);

(d) is received from a third party who is not under an obligation of confidentiality in relation to the information; or

(e) is developed independently without access to, or use or knowledge of, the Confidential Information.

17. TERM AND TERMINATION

17.1. These Terms shall come into force on the Commencement Date and, unless otherwise terminated earlier in accordance with these Terms, continue thereafter until it is terminated in accordance with clause 17.2, 17.3, 17.4 or 17.5.

17.2. We may terminate these Terms without cause by giving you two (2) calendar months’ written notice.

17.3. You may terminate these Terms without cause by giving us three (3) months’ written notice.

17.4. Either Party may terminate these Terms or any Service with immediate effect by giving written notice if the other Party is:

(a) in material breach of these Terms and the breach is either not capable of remedy or is not remedied to the reasonable satisfaction of the non-breaching party within 30 days of service of a notice requiring remedy of the breach in question;

(b) insolvent or reasonably suspects that the other Party may become Insolvent;

(c) is the subject of a petition, order, or resolution or any step in connection with winding up (whether it is Insolvent or not).

17.5. We may terminate these Terms or any Service with immediate effect by giving written notice to you if:

(a) you have violated the Acceptable Use Policy;

(b) you fall below any relevant thresholds as determined by us from time to time;

(c) you act in a manner, or if anything happens to you or comes to our attention in relation to you or arising from or incidental to your business or the conduct of your business (including trading practices or any individual’s activity), that we in our reasonable discretion consider:

(i) to be disreputable or capable of damaging the reputation of us or that of any Network, or Payment Method Provider; or

(ii) to be detrimental to our systems, business or that of any Network, or Payment Method Provider; or

(iii) may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity; or

(iv) may or does give rise to increased risk of loss or liability to any of us;

(v) may affect your ability or willingness to comply with all or any of your obligations or liabilities under these Terms; or

(vi) to be or to be for a purpose contrary to Applicable Law and/or any policy of ours in relation to Applicable Law;

(d) you include anything in these Terms, the Master Services Agreement (if applicable) or application for the Services which is untrue, inaccurate or misleading;

(e) we are required to do so by any Network, Payment Method Provider or Regulator or under the Network Rules or Applicable Law or reasonably believe that a Transaction or these Terms or the performance of it may be contrary to Applicable Law or Sanctions Law;

(f) a Network, Payment Method Provider or any other third party any ceases to provide us with any service which is necessary for us to provide a Service to you; and

(g) the ratio of Chargebacks to Transactions exceeds thresholds set by the Payment Method Providers , or we consider in our sole and absolute discretion that the total volume or value of Refunds, Chargebacks and/or declined Authorisation Requests is excessive.

17.6. We may suspend all or part of the Services, including any Transactions or Refunds, if we determine that you have breached these Terms or are likely to breach these Terms.

18. INDEMNITY

18.1. You will indemnify us, Networks, Acquirers and the Local Payment Providers and hold us, Networks, Acquirers and the Local Payment Providers harmless and indemnified from, against and in respect of all and any Losses in relation to any Claims brought against us by a Buyer, Network, Payment Method Provider, Acquirer or Regulator or any other third party, to the extent such Claims arise out of or in consequence of or in connection with:

(a) a Transaction (including the failure to retain or produce a Recurring Transaction Authority), Refund, Assessment, Chargeback and/or Chargeback Cost (including any activity which would otherwise constitute a Transaction or Refund);

(b) any breach of the requirements or failure by you to comply with: (i) the requirements of a Network or Local Payment Provider; (ii) the Network Rules; (iii) a Regulator; or (iv) Applicable Law, and any reasonable steps taken in the protection of our interests in connection with any such breaches;

(c) any security breach compromise or theft of Data held by you or on your behalf, or any other security breach or a security breach relating to Data (whether or not you have complied with PCI SSC Standards as defined above), and any reasonable steps taken in the protection of our interests in connection with such breach;

(d) the enforcement or attempted enforcement of these Terms;

(e) Any reasonable steps taken in the protection of our interests in connection with any allegation of fraud made in relation to you or your business; and/or

(f) any breach by you of the provisions of clause 16;

except if and to the extent such Claim is caused by our fraud or any breach of these Terms by us.

18.2. We shall indemnify and hold you indemnified from and against any Losses in relation to any Claims brought against you by a third party, to the extent such Claims arise out of or in connection with:

(a) any actual security breach or security breach reported to you by a Network, Acquirer, other Acquirer, Card Issuer or us relating to Data which is directly attributable to our failure to comply with any PCI SSC Standards or to our gross negligence (but not including any claims made by a Regulator), and any reasonable steps taken in the protection of your interests in connection with such breach; and/or

(b) any breach by us of the provisions of clause 16;

except if and to the extent caused by or contributed to by your negligence or any breach of these Terms by you.

19. LIMITATION OF LIABILITY

19.1. Nothing in these Terms shall exclude or restrict liability for:

(a) Losses suffered by a Party arising out of the other Party’s fraud, fraudulent misrepresentation or wilful default;

(b) death or personal injury resulting from a Party’s negligence;

(c) Losses suffered by us in respect of any Chargebacks or Assessments;

(d) any Service Fees, Permissible Deductions, or other amounts due to us;

(e) any indemnity provided under these Terms; or

(f) any other liability to the extent it cannot be lawfully excluded or limited.

19.2. We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under these Terms if and to the extent that such failure is due to:

(a) circumstances beyond our reasonable control;

(b) any cessation or interruption of any part of the Services which are due to any act or omission of a third party (including, but not limited to, Payment Method Providers, Networks, or Acquirers) and is not caused by our breach of these Terms;

(c) us taking steps (in our reasonable and honest belief or view) to comply with any relevant requirement under the Network Rules or any Applicable Law, Sanctions Law, or the requests of any Regulator;

(d) your failure to provide complete and/or correct Data to us and/or your negligence and/or breach of these Terms;

(e) a suspension of the Services by us in accordance with these Terms;

(f) your breach of these Terms, negligence, wrongful or bad faith acts or omissions; or

(g) any deferment/withholding of the Settlement Payment(s) otherwise due to you in accordance with the provisions of these Terms.

19.3. Neither Party shall be liable for:

(a) loss of profits, revenue or anticipated savings (including those anticipated or forecast);

(b) loss of goodwill (or any other damage to reputation);

(c) loss connected with or arising from business interruption;

(d) loss of opportunity, business or contracts;

(e) loss of bargain;

(f) lost or corrupted data (or loss associated with the same); and/or

(g) any special, incidental, punitive, consequential or indirect: loss, damage, cost and/or expense whatsoever,

in each case whether such losses are direct, indirect or consequential, and even if that Party was aware of the possibility that such losses might be incurred by another Party.

19.4. Our aggregate liability to you in relation to all Claims arising out of, or in connection with the Services or these Terms during each Contract Year shall be limited to:

(a) in the first Contract Year, a sum equal to the average monthly Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the period between the Effective Date and the first event giving rise to the first such Claim, multiplied by twelve (12); and

(b) in each Contract Year thereafter, a sum equal to the Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim in the relevant Contract Year.

20. NOTICE

20.1. The Parties agree that any notice to be given under or in connection with these Terms to Nova2pay shall be in writing and shall be served as follows (or otherwise as notified by Nova2pay to you from time to time):

(a) by email to legal@Nova2pay.com;

(b) by mail to 34th Floor, Oxford House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong.

20.2. The Parties agree that any notice to be given under or in connection with these Terms to you shall be in writing and shall be served as follows (or otherwise as notified by you from time to time through the Nova2pay Platform):

(a) by mail to any mailing address we have recorded for you in your Nova2pay Profile;

(b) by email to the email address we have recorded for you in your Nova2pay Profile;

(c) by other electronic communication (such as by sending you an electronic message and referring you to a notice available for viewing or to download online or in Webapp using phone or other written records we have recorded for you in your Nova2pay Profile.

20.3. Where you provide an email address, we may send notices to and rely on the authenticity of communications we receive from that email address as being from and binding on you. You must ensure only you and persons with authority to act on your behalf have access to your email addresses, that they are kept secure and that you contact us immediately if you become aware or suspect any relevant unauthorised use or security compromise.

20.4. Notices sent by email or other electronic communication shall be deemed to be received on the day on which the communication is sent, PROVIDED THAT (i) any notice sent after 17:00 hours (Hong Kong standard time) on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 09:00 (Hong Kong standard time) on the next Business Day. Notices sent by mail shall be deemed to be received seven (7) days after the letter is posted.

21. CHANGES TO THE SERVICES AND THESE TERMS

21.1. From time to time, we may vary the provisions of these Terms, the Schedules to these Terms (including the Fee Schedule) by giving you one (1) month’s written notice. We may also make changes to the Services and our provision thereof which are necessary to comply with any Applicable Law or Network Rules. If such adjustments or changes lead to a change in software, interfaces or operating procedures, we shall notify you as soon as reasonably practicable prior to the implementation of such adjustments or changes.

21.2. If we make changes to the terms and conditions herein affecting the Services, you shall be entitled to terminate these Terms immediately by providing written notice to us, PROVIDED THAT such notice is served upon us within one (1) month of you being notified of the variation. Otherwise, you will be deemed to have accepted any variation of the provisions of these Terms one (1) month from being notified of it.

21.3. We may issue updates for the Nova2pay Platform, including the Nova2pay APIs, from time to time. We may need to do this to facilitate the continued and proper operation of the Platform, make improvements to the Platform or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Nova2pay Platform until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate this Agreement, by giving you one month’s prior written notice.

22. GENERAL

23.1. Nova2pay is licensed as a money service operator by the Customs and Excise Department for the provision of “money services” (i.e. “money changing services” and “remittance services”) (as such terms are defined under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615)).

23.2. These Terms is concluded in English and all communications (including any notices or the information being transmitted) shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

23. GOVERNING LAW

23.1. These Terms shall be governed by Hong Kong law.

23.2. The Parties submit to the non-exclusive jurisdiction of the courts of Hong Kong to settle any dispute arising out of, relating to or having any connection with these Terms, and any dispute relating to any non-contractual obligations arising out of or in connection with it (for the purpose of this clause, a ‘Dispute’).

23.3. For the purposes of clause 23.2, each party waives any objection to the Hong Kong courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

24. SET-OFF

If at any time an amount payable by you under these Terms or any other agreement with Nova2pay is due but unpaid, we may withhold payment of any amount that is payable by Nova2pay to you until you have made payment of the amount that you owe us. We may set off any amount that you owe us against any amount that we owe you. We may apply any credit balance in any account you have with us (including, without limitation, any Reserve) in and towards satisfaction of, or payment of, any of your obligations to pay an amount which is then due under these Terms or any other agreement you have with Nova2pay.

25. FURTHER ASSURANCES

25.1. You agree, at your own expense, to:

(a) execute and do everything else reasonably necessary or appropriate to bind you under these Terms; and

(b) use your best endeavours to cause relevant third parties to do likewise.

25.2. If we determine that any part of these Terms (or a transaction in connection with it including but not limited to provisions relating to the Reserve) is or contains a security interest under Hong Kong law, you agree to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which we ask and consider necessary for the purposes of:

(a) ensuring that the security interest is enforceable, perfected and otherwise effective; or

(b) enabling us to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by us; or

(c) enabling us to exercise rights in connection with the security interest.

25.3. Everything you are required to do under this clause 24 is at your expense (in particular, but not limited to, preparing, registering and maintaining any financing statement or financing change statement as required under Hong Kong law). You agree to pay or reimburse our reasonable costs, charges and expenses in connection with anything you are required to do under this clause 24.

26. THIRD-PARTY RIGHTS

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) (or any equivalent legislation under Applicable Law) to enforce any term of these Terms save that the obligations of the Merchant under these Terms are owed to Nova2pay’s Affiliates each of whom may enforce the terms of these Terms against Merchant.

SCHEDULE 1

DEFINITIONS

In these Terms, unless otherwise defined in these Terms itself, the following terms have the following meanings (for both the singular and plural):

Acquirer

means (i) with respect to the Transactions for which we provide you with Gateway Service, a third party that has an agreement with you to settle funds to you, or (ii) with respect to the Transactions for which we provide you with Payment Processing Services, either Nova2pay itself or a third party that has an agreement with us to settle funds to us,;

Acquiring Agreement

means an agreement between Merchant and an Acquirer for the collection and settlement by Acquirer of Payments to Merchant;

Additional Services

means the Gateway Services, Fraud Control Service, Encryption Services, Customs Declaration Service and any other additional services under these Terms that the Merchant has requested that Nova2pay provide to Merchant;

Additional Terms

means the additional terms which vary or amend these Terms, as set out in Schedule 2 (Card Payment Processing Terms), Schedule 3 (Local Payment Method Processing Terms), Schedule 4 (Customs Declaration Terms), and any other terms you agree are ‘Additional Terms’;

Affiliate

means: (a) a director, officer, partner, member, manager, executor or trustee of such person and (b) any person directly or indirectly controlling, controlled by, or under common control with, that person. For purposes of this definition, “control,” “controlling,” and “controlled” mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise;

Nova2pay API

means the technical interface setting out the protocols and specifications required to effect an integration of the Customer’s technical systems with the Nova2pay Platform for Authorised Users to use the Services;

Nova2pay Pay

means the Local Payment Method or Local Payment Network operated by Nova2pay and its Affiliates;

Nova2pay Platform or Platform

means the proprietary technology and associated products (including but not limited to those found on the Webapp and through an Nova2pay API) devised by Nova2pay to provide customers with Services under these Terms;

Aggregate Payment Amount

means the aggregate amount in the Settlement Currency of all Payments which are due to be settled to Merchant;

Applicable Law

means any applicable law, regulation, rule, policy, judgment, decree, order or directive, at a state or local level, including, without limitation, any regulatory guidelines or interpretations or regulatory permits and licenses issued by governmental or regulatory authorities having jurisdiction over the relevant Party, that are applicable to a Party or its business or which the Party is otherwise subject to, in each case in force from time to time;

Assessment

means any assessment, fine, liquidated damages, fee, cost, expense or charge of any nature which a Network, Local Payment Provider or any other third party levies on you or us at any time, directly or indirectly, in relation to the Services, Transaction or any other aspect of our or such third party’s relationship with you;

Authorisation

means the confirmation at the time of a Transaction from the relevant Network or Local Payment Provider that the Payment Method used to pay for the Transaction has not been blocked for any reason or listed as lost or stolen or as having had its security compromised, that there are sufficient funds available for the relevant Transaction and that such a Transaction otherwise meets the requirements by the relevant Network or Local Payment Provider and ‘authorise’ and ‘authorised’ shall be construed accordingly;

Authorisation Request

means a request for Authorisation;

Authorised User

has the meaning given in clause 2.3;

BNPL Agreement

means any agreement required by the BNPL Provider to be entered into between the Buyer and you.

BNPL Provider

means the Local Payment Method that enables the Buyer to make a purchase under the BNPL Structure.

BNPL Structure

means a buy-now-pay-later payment structure offered by a service provider to the Buyer under which payment of the Transaction Value shall be made in one or more tranches on a deferred basis.

BNPL Transaction

means a Transaction made under the BNPL Structure.

Business Day

means any day when banks are generally open for business in Hong Kong (other than a Saturday, Sunday or public holiday in Hong Kong, or any day on which a typhoon signal number 8 or above, or a black rainstorm warning is hoisted in Hong Kong);

Buyer

means the person purchasing products or services from the Merchant;

Capture Request

means the submission by you to the Payment Method Provider of Transaction Data relating to a specific Transaction after receipt of the Authorisation for the purposes of executing a payment instruction in respect of a Transaction;

Card

means any of the cards we allow to be accepted including any such cards we have agreed in writing with you;

Card Network

means any scheme governing the issue and use of Cards as may be approved and notified by us to you in writing from time to time.

Card Transaction

means a sale and purchase transaction between Merchant and a Buyer for products or services (including shipping costs) for which the Buyer pays with a Card;

Chargeback

means any circumstances where Networks or Local Payment Providers and / or their payment service providers refuse to Settle a Transaction or demand payment from us in respect of a Transaction that has been Settled and/or in respect of which a Settlement Payment has been made to you notwithstanding any Authorisation;

Chargeback Costs

means our administrative charge for processing a Chargeback and any (i) reasonable costs, expenses, liabilities, and (ii) Assessments that we may incur as a result of or in connection with a Chargeback;

Chargeback Fee

means our fee for processing Chargebacks as set out in the Fee Schedule;

Claim

means any action, proceeding, claim, demand or assessment (including Assessments), fine or similar charge whether arising in contract, tort (including negligence or breach of statutory duty) or otherwise;

Commencement Date

means the date specified in the Master Services Agreement or the date you agree to these Terms in the Online Application (whatever is earliest);

Confidential Information

means these Terms and information relating to it (other than Transaction Data), or provided pursuant to it, that is designated as “confidential” or which by its nature is clearly confidential, howsoever presented, whether in oral, physical or electronic form and which is disclosed by one Party to another hereunder, including (but not limited to) pricing and specifications relating to the Services;

Contract Year

means the calendar year commencing from the date and month of the Commencement Date;

Customer Details

means the details set out in the Online Application or the Master Services Agreement (as may be applicable);

Customs Declaration Service

Means as defined in Schedule 4;

Data Complaint

has the meaning given to it in clause 15.3;

Data Subject

in relation to Personal Data, means the individual who is the subject of the data;

Dispute

has the meaning given to it in clause 23.2;

Due Diligence Information

has the meaning given to it in clause 3.1;

Encryption Service

means the encryption and secure transfer of Transaction Data by Nova2pay on behalf of Merchant.

Fee Schedule

means the fee schedule applicable to the Services published by Nova2pay on www.nova2pay.com or as we have otherwise agreed in writing with you.

Foreign Currency Settlement Fee

means the Foreign Currency Settlement Fee set out in the Fee Schedule;

Fraud Control Service

means the monitoring and analysis of Transactions by Nova2pay to identify and block fraudulent Transactions.

FX Conversion Fee

means the FX Conversion Fee set out in the Fee Schedule;

Gateway Fee

means a fee per Transaction attempted or made using the Gateway Service;

Gateway Service

means the processing and transmission by Nova2pay via a Hosted Checkout Page of Authorisation Requests, Capture Requests and Transaction Data between you and Buyer and/or between you and an Acquirer. When providing the Gateway Service, we do not enter into the possession of any funds at any time. In respect of the Gateway Service, the Acquirer will settle the resulting Payments to Merchant pursuant to an Acquiring Agreement.

Global Account

means the unique account ledger registered under your name and which records the amount of funds collected from your payers by Nova2pay for you as part of the “Collection Services” provided under the Payout and FX Terms;

Hosted Checkout Page

means the Nova2pay hosted payment pages which the Merchant uses to accept a Payment as part of the Gateway Service;

Insolvent

means:

(a) in respect of a person, that that person is unable to pay its debts as defined in s.178 of the Companies (Winding-up and Miscellaneous Provisions) Ordinance (Cap. 32) (‘CWUMPO’) EXCEPT THAT in the interpretation of this definition: (i) the words “it is proved to the satisfaction of the court that” in subsection (1)(c) of section 178 of CWUMPO shall be deemed to be deleted; and (ii) a Party shall not be deemed to be unable to pay its debts if any demand under section 178(1)(a) of CWUMPO or section 6A of the Bankruptcy Ordinance (Cap. 6) is being contested in good faith by such Party and such Party has adequate funds to discharge the amount of such demand or if any such demand is satisfied before the expiration of 21 days from the date on which it is made;

(b) (where you are an individual) you are the subject of a bankruptcy petition or order;

(c) (where you are an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 6A of the Bankruptcy Ordinance (Cap. 6);

(d) (where you are a partnership) you have any partner to whom any of the foregoing apply;

(e) (where you are an individual) you die, by reason of illness or incapacity (whether mental or physical), you are of unsound mind and are incapable of managing your own affairs or become a patient under any mental health legislation, or an order has been made or a receiver has been appointed in respect of you under the Mental Health Ordinance (Cap. 136);

Local Payment Method

means any of the local payment methods brands that we allow you to use from time to time including any we have agreed in writing with you;

Local Payment Network

any scheme governing the issue and use of Local Payment Methods as may be approved and notified by us to you in writing from time to time;

Local Payment Provider

means the legal entity providing each Local Payment Method or Local Payment Network;

Losses

means any liabilities, losses, damages, charges, fines, costs and/or expenses (including reasonable and properly incurred legal fees and/or expenses);

LPM Transaction

means a sale and purchase transaction between Merchant and a Buyer for products or services (including shipping costs) for which the Buyer pays with a Local Payment Method;

Mark

means the names, logos, trade names, logotypes, trademarks, service marks, trade designations, and other designations, symbols, and marks that a Network or Local Payment Provider owns, manages, licenses, or otherwise controls and makes available for use by its customers and other authorized entities in accordance with a license;

Master Services Agreement

means the agreement entitled “Master Service Agreement” entered into between you and us (if any);

Merchant Bank Account

means the Merchant’s nominated bank account to which Settlement Payments can be paid specified in the Online Application or Master Services Agreement (as applicable);

MID

means merchant identifier;

Net Settlement Amount

means as defined in clause 6.3;

Network

means the Card Network and Local Payment Network; any scheme governing the issue and use of Cards or Local Payment Methods, as may be approved and notified by us to you in writing from time to time;

Network Rules

means all applicable rules, regulations, operating guidelines, policies, procedures, manuals, announcements, bulletins issued by the Networks or Local Payment Provider from time to time which relate to (amongst other things) Cards, Payments, Transactions, Local Payment Methods and the related processing of data including but not limited to:

such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Visa Inc, Visa Worldwide Pte. Ltd., Mastercard International Incorporated, Maestro International Inc., American Express Australia Limited, or any other Card Network and any of their respective subsidiaries and affiliates; and

such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by any Local Payment Method or Local Payment Network, and including, in each case, any requirements regarding the use of Network or Local Payment Method owned marks, risk management, Transaction processing, and any Network or Local Payment Method products, programs or services in which you are required to, or choose to participate.

OFAC

means the Office of Foreign Assets Control of the US Department of Treasury;

Online Application

means the online application whereby you apply for the Services and agree to be bound by these Terms (if applicable);

Payment

means the payment in the relevant currency representing the relevant Transaction Value made or to be made by a Buyer for the purposes of completing the relevant Transaction;

Payout and FX Terms

means the agreement entitled “Payout and FX Terms” entered into between you and us;

Payment Method

means Cards and Local Payment Methods;

Payment Method Fee

means, in respect of each Payment Method, the fee charged on the amount of the Transaction in the currency in which Nova2pay is to settle funds to you under these Terms;

Payment Method Providers

means the providers of Cards and Local Payment Methods;

Payment Processing Service

has the meaning given to it in clause 4.1(a);

PCI SSC Service

has the meaning given to it in clause 7.3;

PCI SSC Standards

means the Payment Card Industry Data Security Standard, Payment Application Data Security Standard and the PIN Transaction Security Standard as updated from time to time and published by the PCI Security Standards Council (the “PCI SSC”) at www.pcisecuritystandards.org;

Permissible Deductions

has the meaning given to it in clause 6.4;

Personal Data

means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable;

Privacy Policy

means our Hong Kong privacy policy which is made available on our website at www.nova2pay.com or provided to you separately as amended from time to time;

Product Documentation

means the documentation and guidelines applicable to the Nova2pay products and services found on our website at www.nova2pay.com;

Prohibited Act

means:

(a) to directly or indirectly offer, promise or give any person working for or engaged by the Nova2pay a financial or other advantage as an inducement or reward for any improper performance of a relevant function or activity in relation to obtaining these Terms or any other contract with the Merchant;

(b) to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with these Terms;

(c) committing an offence: (i) under the Prevention of Bribery Ordinance (Cap. 201); (ii) under legislation or common law concerning fraudulent acts; (iii) of defrauding, attempting to defraud or conspiring to defraud the Nova2pay;

(d) any activity, practice or conduct which would constitute one of the offences listed under (c) above if such activity, practice or conduct had been carried out in Hong Kong;

Prohibited Transactions

means transactions that violate or contravene the Acceptable Use Policy which is available at www.nova2pay.com or transactions prohibited by the Networks or Local Payment Providers;

Receivables

means as defined in paragraph 11.1 of Schedule 3;

Recurring Transaction

means a recurring periodic Transaction including but not limited to subscriptions or a series of installment payments in respect of which Merchant periodically charges the Buyer’s Payment Method;

Recurring Transaction Authority

means a prior written authority (provided by the Buyer to the Merchant at checkout process) authorizing a Recurring Transaction and containing at least the following:

(a) the amount of the Recurring Transaction and whether it is fixed or variable;

(b) the dates on which the Recurring Transaction will be charged by the Merchant to the Buyer’s Payment Method and whether the dates are fixed or variable;

(c) the method by which the Merchant will communicate with the Buyer in respect of the Recurring Transaction Authority; and

(d) a statement that the Buyer is entitled to cancel the Recurring Transaction Authority at any time;

Refund

means the whole or partial reversing of a Transaction including the currency exchange;

Refund Fee

means our fee for processing Refunds as set out in the Fee Schedule;

Regulator

means any governmental or regulatory authority, and/or any self-regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation making entity having jurisdiction over any of the Parties and/or their businesses or any part or subdivision thereof in any territory in which the Services are made available or any local authority, district or other subdivision thereof (including, in respect of Hong Kong, the Customs and Excise Department and the Office of the Privacy Commissioner for Personal Data) and any body which succeeds or replaces any of the foregoing;

Reserve

means an amount or percentage of your Settlement Payment(s) that we hold in order to protect against the risk of Refunds, Chargebacks, or any other risk, exposure and/or liability related to your use of the Services;

Sanctioned Person

means a person that is (a) listed on, or owned or controlled by a person listed on any Sanctions List; (b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide sanctions; or (c) otherwise a target of Sanctions Laws;

Sanctions Authorities

has the meaning given to it in the definition of Sanctions Laws;

Sanctions Laws

means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (a) Australia; (b) the United States; (c) the United Nations; (d) the European Union; (e) the United Kingdom; or (e) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Australian Sanctions Office, OFAC, the United States Department of State, and Her Majesty’s Treasury (together ‘Sanctions Authorities’);

Sanctions List

means the Consolidated List issued by the Australian Sanctions Office, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury (UK), the “Specially Designated Nationals and Blocked Persons” list issued by OFAC or any similar list issued or maintained or made public by any of the Sanctions Authorities;

Service Fees

means the fees specified in the Fee Schedule including, but not limited to, the Gateway Fee, Payment Method Fee, Refund Fee, FX Management Fee and Pre-chargeback Service Fees;

Services

has the meaning given to it in clause 4;

Settlement Currency

means: (a) the currency you have requested to be used for Settlement in the in the Online Application or Master Services Agreement (as applicable) that we have approved; and (b) if no such request is made or approved, the currency we reasonably determine being either US Dollars or another Supported Currency;

Settlement Payment

means payment of the Net Settlement Amount by us to the Merchant in accordance with clause 6;

Supported Currencies

means, in respect of each feature of a Service, each currency approved by Nova2pay from time to time that can be settled, collected, exchanged and/or paid out (as applicable) using that feature through the Nova2pay Platform;

Territory

means Hong Kong and the territories approved by Nova2pay from time to time;

Transaction

means a Card Transaction or an LPM Transaction (and Transactions means any of them, as the context requires);

Transaction Data

means documents, data and records of any kind relating to Transactions, Chargebacks, or Refunds (including, for the avoidance of doubt, data relating to Cards, Local Payment Methods and Buyers);

Transaction Limit

means the maximum aggregate value of one or more Transactions that you may complete in respect of any specified period as determine by us from time to time or otherwise agreed in writing with you;

Transaction List

has the meaning given to it in clause 6.6;

Transaction Mix

means the amount, type and nature of Transactions projected for the Merchant, including the Transaction volume, the average Transaction value, the types of the Buyers, the spread of Transactions across Payment Methods, the geographical spread of Transactions, the relevant Transaction currencies and other relevant information in relation to the Merchant and the use of the Services;

Transaction Value

means, with respect to each Transaction, the amount of the purchase price of the relevant product or service offered by the Merchant; and

Webapp

means the online user interface that the Customer and its Authorised Users may use to access the Nova2pay Platform and the Services.

SCHEDULE 2

CARD PAYMENT PROCESSING TERMS

1.General

1.1. You understand and agree that we have the right to terminate or limit our agreement with you at any time upon the Card Network’s request.

2.Acquiring Services

2.1. You understand and agree that we are entering into these Terms on behalf of and as an agent of the Acquirer.

2.2. On an ongoing basis, you shall promptly provide to us with the current address of each of your offices, all “doing business as” (DBA) names used by you, and a complete description of goods sold and services provided.

2.3. You understand and agree that in the event of any inconsistency between any provision of these Terms and the Network Rules, the Network Rules will govern.

2.4. We are responsible for your card acceptance policies and procedures, and may require any changes to your website or otherwise that we deem necessary or appropriate to ensure that you remain in compliance with the Network Rules governing the use of the Marks.

2.5. These Terms shall automatically and immediately terminate if the Card Network de-registers us or if the Acquirer ceases to be a customer of Card Network for any reason or if the Acquirer fails to have a valid license with the Card Network to use any Mark accepted by you.

2.6. You acknowledge and agree:

(a) Card Network is the sole and exclusive owner of its Marks;

(b) not to contest the ownership of the Card Network’s Marks for any reason;

(c) Card Network may at any time, immediately and without advance notice, prohibit you from using any of the Card Network’s Marks for any reason;

(d) Card Network has the right to enforce any provision of the Network Rules issued by the relevant Card Network and to prohibit the you and/or us from engaging in any conduct the Card Network deems could injure or could create a risk of injury to the Card Network, including injury to reputation, or that could adversely affect the integrity of the interchange system, Card Network’s Confidential Information (as defined in the Network Rules), or both; and

(e) you will not take any action that could interfere with or prevent the exercise of this right by Card Network.

2.7. Any use of the Card Network’s Mark by you in advertising, acceptance decals, or signs, must be in accordance with the Network Rules, including Card Network’s reproduction, usage, and artwork standards, as may be in effect from time to time; and your use or display of any Card Network’s Mark will terminate effective with the termination of these Terms, or upon notification by Card Network to discontinue such use or display.

3.Additional obligations

3.1. You acknowledge and agree:

3.1.1. we may disclose Transaction Data, Merchant data, personal information and other information about the Merchant, or Personal Data to Card Network and their affiliates, agents, subcontractors and employees.

3.1.2. the Card Network and their affiliates, agents, subcontractors and employees may use such information to perform their obligations under a relevant agreement with you, operate and promote the Card Networks, perform analytics and create reports, and for any other lawful business purpose.

3.2. You shall display each Card Network’s Marks and give each Card Network equal representation with any signage, decals or other identification when promoting the acceptance of Cards and remove the same should these Terms terminate.

3.3. You understand and agree that your refund policies for purchases on each Card Network’s cards must be at least as favorable as your refund policies for purchases on any other Payment Methods and the refund policy must be disclosed to, or reasonably accessible by, Buyers at the time of purchase and in compliance with Applicable Law.

3.4. You shall accept all valid Cards provided that such acceptance does not violate any Applicable Laws.

3.5. You may impose surcharge on the Transactions paid by Cards provided that (i) the surcharge rates shall be the same for all Cards; (ii) your imposition of such surcharges does not violate Applicable Laws; and (iii) you shall comply with rules and requirements set by the Card Network and us in relation to surcharges.

3.6. You shall indemnify us and each Card Network from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability arising from: (1) your use of the Card Network; (2) any sale or purported sale of products or services by you through the Card Network; (3) any breach by you of Applicable Law or mandatory codes, standards or best practice guidelines of any Regulator; or (4) any breach by you of these Terms in connection with a Card Network.

3.7. You understand and agree that no Card Network (including a third party), its Affiliates, successors or assigns will be liable to you for any malfunction, unavailability or failure of, or delay in processing through, any point of sale terminal, direct payment service, direct connection or other devices or associated equipment operated by a Card Network or others which is beyond its reasonable control. Neither a Card Network nor we will be responsible or liable to the other for any incidental, indirect, speculative, consequential, special, punitive or exemplary damages of any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other source of law) howsoever arising out of or in connection with these Terms. In addition, no Card Network nor we will be responsible to you for damages arising from delays or problems caused by telecommunications carriers or the banking system.

3.8. You understand and agree that each Card Network has third-party beneficiary rights under these Terms that will fully provide each Card Network with the ability to enforce these Terms against you as necessary to protect the applicable Card Network.

3.9. You shall not contain libelous, defamatory, obscene, pornographic, or profane material of any informaiton that may cause harm to any individuals, any entity or to the brand of us or a Card Network.

SCHEDULE 3

LOCAL PAYMENT METHOD PROCESSING TERMS

You agree that the following additional terms will apply in connection with all Local Payment Methods.

1.Subject to these Terms, you may use, access and utilise the Local Payment Method to accept payments from Local Payment Users for sales of your goods and/or services.

2.Your use of the Local Payment Method is subject to:

2.1. your successful registration for and continued right to use the Local Payment Method in accordance with the Local Payment Rules;

2.2. your acceptance of and agreement to be bound by the Local Payment Rules;

2.3. conditions that may be notified by the Local Payment Provider to us from time to time.

4.You shall be solely responsible for procuring the Supporting Infrastructure and Services, and in no event shall the Local Payment Provider be liable or responsible for any Supporting Infrastructure and Services and any and all related fees and costs shall be for your own account.

5.You shall use the Local Payment Method solely for the Local Payment Transactions that involve products and/or services properly registered with and approved by the Local Payment Provider. Failure to comply with this requirement may result in us terminating these Terms immediately (in whole or in part) and we will not be responsible for any loss suffered by you as a result of such termination.

6.You acknowledge and agree that: (1) the Local Payment Provider reserves all right, title and interest in its and its affiliates’ Intellectual Property Rights; (2) all rights not expressly granted to you are reserved and retained by the Local Payment Provider, its affiliates or its licensors, suppliers, publishers, rights holders, or other content providers; and (3) the Intellectual Property Rights of the Local Payment Provider and its affiliates may not be reproduced, duplicated, copied, licensed, sold or resold without the Local Payment Provider’s express written consent.

7.You acknowledge and agree that the Local Payment Provider shall own the Local Payment User Data, the Local Payment Provider’s Marks and all Intellectual Property Rights in or to Local Payment User Data and the Local Payment Provider’s Marks. You undertake to assign or procure the assignment of all Intellectual Property Rights relating to Local Payment User Data to the Local Payment Provider or its nominee for this purpose for no additional consideration immediately upon creation. You acknowledge and agree that the Local Payment User Data shall be deemed to be the Local Payment Provider ‘s confidential information and you shall only use the Local Payment User Data for the purpose of complying with your obligations under these Terms.

8.You shall display Local Payment Provider’s Marks in accordance with Local Payment Rules and at least as prominently as other Payment Method Provider’s Marks.

You understand, acknowledge and agree that:

8.1. you shall ensure the accuracy and completeness of the information and records kept in relation to the Local Payment User and Local Payment Transactions. You shall keep such information records for a period of at least seven (7) years or such longer period as required by the Local Payment Rules from the date of the Local Payment Transaction;

8.2. you shall assume all liabilities for the legality, authenticity, completeness and validity of your instructions given in the course of your use of the Local Payment Method. You undertake to solely assume all risks relating to actions of the Local Payment Provider that are taken in accordance with your instructions or purported instructions;

8.3. you shall indemnify the Local Payment Provider, the Local Payment Provider’s partners, and the Local Payment Provider’s affiliated companies from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability (each an “Local Payment Method Claim”) arising from: (1) your use of the Local Payment Method ; (2) any sale or purported sale of products or services by you through the Local Payment Method ; (3) any breach by you of Applicable Law or mandatory codes, standards or best practice guidelines; or (4) any breach by you of these Terms;

8.4. you shall use counsel reasonably satisfactory to us and/or the Local Payment Provider to defend each indemnified claim. If at any time we and/or the Local Payment Provider reasonably determine that any indemnified claim might adversely affect us and/or the Local Payment Provider, we or the Local Payment Provider may take control of the defense at our or the Local Payment Provider’s respective expense. You may not consent to the entry of any judgment or enter into any settlement of an indemnified claim without our and/or the Local Payment Provider’s prior written consent, which may not be unreasonably withheld;

8.5. you shall comply with Local Payment Rules, including but not limited to processing and accepting any Refund and Chargebacks in accordance with Local Payment Rules;

8.6. where you register for any Local Payment Provider, you agree (1) for such Local Payment Provider to settle the Aggregate Payment Amount to Nova2pay in respect of any Transaction submitted by Nova2pay to such Local Payment Provider; (2) that the Local Payment Provider may be discharged from its obligation to settle funds once it has settled the Aggregate Payment Amount to Nova2pay;

8.7. the Local Payment Provider owes no direct obligations to you and shall not be responsible for any of your goods, services, actions or omissions or liable for your losses, expenses or charges;

8.8. the Local Payment Provider makes no other representations or warranties of any kind, express or implied, to you;

8.9. you shall not restrict the Local Payment Method User in any way from using the Local Payment Method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount from customers; and

10. upon termination of our provision of a Local Payment Method, you shall stop offering Buyers that Local Payment Method at checkout, and shall remove all marketing and advertising material related to the relevant Local Payment Provider.

The provisions of these Terms, which by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the completion, rescission, termination or expiration of these Terms, shall survive and continue to bind you and the Local Payment Provider.

You agree the following additional terms will apply in connection with Nova2pay Pay:10.1. The Local Payment Provider of Nova2pay Pay shall be Nova2pay and its affiliates (“Nova2pay Group Companies”)

10.2. You acknowledge and agree:

(a) We may disclose Transaction Data, Merchant data, personal information and other information about the Merchant, or Personal Data to Nova2pay Group Companies and their affiliates, agents, subcontractors and employees.

(b) Nova2pay Group Companies and their affiliates, agents, subcontractors and employees may use such information to perform their obligations under a relevant agreement with us or you, operate and promote Nova2pay Pay, perform analytics and create reports, and for any other lawful business purpose.

You agree the following additional terms will apply in connection with BNPL Transactions:

11.1. you shall:

(a) accept the Buyer’s offer to settle the value of each BNPL Transaction under a BNPL Structure;

(b) enter into a BNPL Agreement with the Buyer in connection with each BNPL Transaction;

(c) immediately sell and assign absolutely to us all of your present and future rights, title and interest in and to the benefit of each BNPL Agreement in respect of such BNPL Transaction (including the right to receive the value of the BNPL Transaction from the Buyer under the BNPL Agreement for such transaction (the “Receivables”)) and authorize us (or the BNPL Provider) to notify the Buyer of such assignment;

(d) immediately notify us and settle the relevant funds to us if a payment for a BNPL Transaction has been made by a Buyer directly to you.

11.2. you represent and warrant:

(a) the execution, delivery and performance by you of each BNPL Agreement has been duly authorised and does not or will not contravene your other obligations or Applicable Laws;

(b) the BNPL Agreement is valid, legally binding and enforceable;

(c) the Receivables are solely owned by you, are not subject to any deduction, discount, set-off, suspension or counterclaim and will be assigned and transferred to us free and clear of all claims, liens, security interests, or other charges or encumbrances;

(d) each assignment from you to us under Clause 11.1 (c) above will be legal, valid, effective and enforceable; and

11.3. you acknowledge that neither Nova2pay nor its Affiliates provides any lending or credit facility to you or the Buyer by processing BNPL Transactions for you.

Notwithstanding Clause 11 above, you agree that the following additional terms will apply in connection with Klarna BNPL Agreements:

12.1. you shall not impose any fees or otherwise a higher price for goods or services on the sole basis that the purchase is made through the Klarna, or act in any other way in a manner that is materially discriminatory towards Klarna. You may, to the extent permitted by law, impose fees on the Buyer equal to the fees imposed on us by Klarna for that specific BNPL Transaction.

12.2. you acknowledge that we reserve the right to reassign the Receivables to you and refund Klarna for the relevant BNPL Transaction in certain events, including but not limited to the following:

(a) any restrictions or limitations to the pledge or transfer of the Receivables arising;

(b) any failure to provide Klarna with the Buyer’s information in connection with the placement of the order, such as IP-address, complete goods list, telephone number and email address;

(c) any failed, incorrect, delayed delivery of the goods or services; and/or

(d) any failure by you to fulfill any of your obligations as set out in Local Payment Rules;

12.3. further to Clauses 8.3 and 12.2 of this Schedule, you shall indemnify us and hold us harmless and indemnified from, against and in respect of all and any Losses in relation to any reassignment of the Receivables and any refunds to Klarna in that respect, and any Local Payment Method Claim.

SCHEDULE 4

CUSTOMS DECLARATION TERMS

Services

1.1. You acknowledge and agree that:

(a) To use the Customs Declaration Service, you shall upload the relevant Transaction Data as required by China Customs through the interface provided and maintained by Nova2pay and the Service Provider. You may check the status of the processing and transmission of the relevant Transaction Data on such interface.

(b) The Customs Declaration Service shall only be used for the Transactions subject to the Limit.

(c) Nova2pay or the Service Provider may suspend or terminate the Customs Declaration Service immediately without notice if:

(i) your business license or any similar certificate is revoked;

(ii) your business operation or use of the Customs Declaration Service does not comply with any applicable law or regulation, these Terms or any other rules of the Service Provider;

(iii) you are directly or indirectly involved in fraud;

(iv) you are unable to provide the services or goods under the Transactions by reason of actual or anticipated commercial or financial difficulties;

(v) there is any proceeding against you seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law;

(vi) you are dissolved or Insolvent;

(vii) you have counterfeited the Card or delayed any payment purposely;

(viii) Nova2pay or the Service Provider reasonably believes that there is any risk event in respect of the Merchant; or

(ix) Any of your actions is detrimental to the interests of Nova2pay or the Service Provider.

(d) Upon the request of Nova2pay or the Service Provider, you should provide to us and the Service Provider access to all records and documents for the purpose of reviewing your use of the Customs Declaration Service.

(e) Nova2pay or the Service Provider may suspend or terminate the Customs Declaration Service at any time by giving you ten (10) Business Days’ prior written notice.

(f) Neither Nova2pay nor the Service Provider shall be liable for:

(i) any loss or damage arising out of or relating to your use of the Customs Declaration Service;

(ii) the delay or failure to deliver the relevant Transaction Data; and

(iii) any dispute (arising out of or relating to the Customs Declaration Service) between you and other entities or individuals.

1.2. You represent and warrant that:

(a) All Transaction Data sent to Nova2pay and the Service Provider for using the Customs declaration Service are true, valid, and accurate in any respect, and no material information has been omitted and no information has been withheld that results in the relevant Transaction Data being unlawful, untrue or misleading in any aspect.

(b) All Transaction Data sent to Nova2pay and the Service Provider for using the Customs declaration Service are based on the genuinely commercial and valid Transactions which do not and will not conflict with any applicable law or regulation, or are beyond your business scope and category as registered with Nova2pay and Service Providers. Upon the request of Nova2pay or the Service Provider, you should promptly provide, or procure the provision of, all documents, records, statements or other evidence authenticating or validating the Transactions as requested by the Nova2pay or the Service Provider or required under Applicable Laws or the regulatory authorities.

(c) You should verify the identity of the Buyer in accordance with the applicable law and regulation.

Service Fee

We may charge and vary the service fee (as determined by Nova2pay and notified to you) in respect of the Customs Declaration Service at any time.

Indemnity

3.1. You should hold Nova2pay and harmless and indemnified from, against and in respect of all and any losses, damages, costs (including reasonable legal fees) and expenses in relation to your use of the Customs Declaration Service, or any Claims brought against Nova2pay or the Service Provider, to the extent such Claims arise out of or in consequence of or in connection with the Customs Declaration Service.

3.2. You agree to indemnify us against all losses damages, costs (including reasonable legal fees) and expenses incurred or suffered by us in connection with or as a result of any inaccuracy, incompleteness or error of the Transaction Data sent to Nova2pay and the Service Provider.

Definition

In this Schedule:

Customs Declaration Service” means the processing and transmission by Nova2pay and the Service Provider of the relevant Transaction Data to the Customs of the People’s Republic of China.

Limit” means the aggregate maximum value of one or more Transactions for which you may use the Customs Declaration Service, as determined and adjusted by Nova2pay or the Service Provider from time to time.

Service Provider” means any service provider providing services in connection with the processing and transmission of the Transaction Data for the purpose of the customs declaration.

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