REDOTPAY SERVICES TERMS & CONDITIONS

Last Updated: 10 February 2025

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY. 

These terms and conditions ("Terms") contain important information which applies to your dealings with us in relation to your Account with us and the Services (each as defined in this document). You should read these Terms carefully. Further additional terms and conditions may apply in relation to specific Services offered by us. Any such terms and conditions are additional to the terms set out in these Terms. 

You should not construe these or any other statements in these Terms as legal, tax or financial advice. We are not acting as your financial adviser and you must not regard us as acting in that capacity. You should consult your own independent professional advisers before entering into any transaction and only enter into a transaction if you have fully understood its nature, the contractual relationship into which you are entering and all relevant terms and conditions. 

GENERAL TERMS AND CONDITIONS

• 1. INTRODUCTION

  • 1.1 The Account and the related Services are provided to you by the RedotPay group, including Red F. Technology Limited (a private company limited by shares incorporated in Hong Kong with company number 3254911) ("RFTL"), Red Dot Technology Limited, (a private company limited by shares incorporated in Hong Kong with company number 3081454) ("RDTL"), Red Dot Trust Limited ("Red Dot Trust") and/or their affiliates, as applicable (together, "Group" or "Us"). 

• 2. SCOPE

  • 2.1 These Terms govern your Account and your use of the Services. Please take the time to read and understand these Terms before using these services so that you are aware of your legal rights and obligations. By using any of the Services and/or completing the registration process, you are entering into a legally binding contract with the Group and shall be deemed to have expressly read, understood, and agreed to be bound by these Terms.

  • 2.2 These Terms comprise:

    • (a) these general terms and conditions, which apply to your Account and the Services generally;

    • (b) Part A of these Terms, which applies to the Custodian Account;

    • (c) Part B of these Terms, which applies to RedotPay Card (including Card Issuance Services);

    • (d) Part C of these Terms, which applies to Swap Transactions;

    • (e) Part D of these Terms, which applies to Self-custody Wallet and Smart Contract Vault, and Virtual Account;

    • (f) Part E of these Terms, which applies to Other Third Party Services;

    • (g) our Privacy Policy;

    • (h) any document setting out the Fees and charges that may apply to a Service, Instruction and/or Swap Transactions;

    • (i) any other rules, notifications, guidelines, terms or agreements designed by us from time to time to be part of these Terms; and

    • (j) any supplements, additions, annexures, terms incorporated by reference and/or notices issued by the Group, including any Confirmation.

  • 2.3 Inconsistency

Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between:

• (a) the English version and any other language version of the Terms, the English version prevails;

• (b) any specific terms applicable to a Service and any other terms of the Terms, the specific terms prevail; or

• (c) a Confirmation and any other terms of the Terms, the Confirmation prevails,

in each case save for any manifest error.

• 3. THE SERVICES

  • 3.1 The Services provided to users encompass a range of financial activities, including but not limited to:

    • (a) Custodian Account;

    • (b) RedotPay Card (including Card Issuance Services);

    • (c) Swap Transactions;

    • (d) Management of the Self-custody Wallet and Smart Contract Vault; 

    • (e) Provision of Virtual Accounts; and

    • (f) Other Third Party Services.

  • 3.2 The Group reserves the right to update, modify, suspend, disable, or restrict access to, or discontinue the Services, or any features, components, or content thereof at any time, for any reason, without notice or liability to the user. There is no guarantee that specific services, features, components, or content will always be available.

  • 3.3 Pre-conditions for Services

    • (a) We may determine the Services made available to you under these Terms from time to time, at our sole discretion. To access the Services, you must open and maintain an Account (and where applicable, a Custodian Account) with us.

    • (b) Without limiting our rights under Clause 3.3(a), we may refuse to provide any Service if, in our opinion:

      • (i) an Event of Default has occurred and is continuing;

      • (ii) you have provided any incorrect, incomplete or misleading information or made an incorrect or misleading representation or warranty;

      • (iii) you have not provided all documents and information requested by us or satisfied any pre-condition imposed by us on the relevant Service; or

      • (iv) you have not provided sufficient evidence that meets our eligibility criteria for the relevant Service.

    • (c) Without limiting our rights under any other provision contained in these Terms, we may also suspend or refuse to provide any Service if, in our opinion, the Service may:

      • (i) not comply with Applicable Law, including any AML/CTF requirements;

      • (ii) be used to circumvent any Applicable Law, including any AML/CTF requirements;

      • (iii) result in us providing Services to a person in a jurisdiction that is the target of country-wide or territory-wide sanctions and such other country or territory in which we may not offer services, as determined by us from time to time; or

      • (iv) result in us being associated with a Proscribed Person or Proscribed Address.

• 4. ONBOARDING

  • 4.1 In order to provide Services to you, we may open an Account (and where applicable, Custodian Account) in your name or otherwise in respect of you. To open and maintain an Account (and where applicable, a Custodian Account) with us and access Services, you must: (i) complete an applicable application as requested by us; and (ii) provide such information as we reasonably request. The information that you provide must be complete, accurate and up-to-date. 

  • 4.2 We have the sole discretion as to the opening, operation and closure of the Account (and where applicable, a Custodian Account). Without limiting the terms of the Terms, we may, at any time, without liability: (i) vary, suspend or close your Account (and where applicable, a Custodian Account); (ii) specify or vary the scope of the Services able to be transacted through your Account (and where applicable, a Custodian Account); (iii) prescribe the types of virtual assets and currencies of fiat supported in respect of your Account; (iv) set or vary any limit regarding the Account (and where applicable, Custodian Account)  or Services; and/or (v) restrict or impose conditions or limits on the Account (and where applicable, a Custodian Account).

  • 4.3 Any Account (and where applicable, a Custodian Account) is established and maintained by us for the sole purpose of providing the Services. In no circumstances should any Account be interpreted as a banking service, or a stored value facility, of any kind.

  • 4.4 By signing up for the Account (and where applicable, a Custodian Account) for the use of the Services, you represent and warrant that:

    • (a) you understand that the promotion and/or distribution of the Services outside of Hong Kong may require a licence and that you confirm you are accessing and registering for the same on your own initiative without active promotion and/or solicitation from the Group, any of its group companies and/or any of its affiliated, associated or connected persons;

    • (b) you are an approved user of the Services who has completed the registration process and received an approval email from us;

    • (c) you have read, understood and agreed to our privacy notice which is published on the following website: https://www.redotpay.com/policy/; 

    • (d) you have attained the minimum age required under all relevant Applicable Laws for using the Services and the other services provided under these Terms;

    • (e) you have the full right, power, and authority to agree to these Terms;

    • (f) you are the authorised user of the Enabled Device;

    • (g) you fully understand and accept the risks associated with using the Services and the Self-custody Wallet;

    • (h) you do not currently hold a RedotPay Card (under any same or different name); and

    • (i) you are not impersonating any other person, operating under an alias or otherwise concealing your identity.

  • 4.5 In addition to the above, you agree to provide us with all information and/or documents requested by us (including such information and/or documents as may be required by us for compliance with Applicable Law) from time to time.

  • 4.6 You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your use of the Services, including to identify or authenticate your identity or validate your funding sources or transactions. This may include, without limiting the generality of the foregoing, requiring further information and/or documents that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or payment instruments or verifying your information against third-party databases or through other sources.

  • 4.7 We are entitled, in our sole discretion, to refuse your application for or to suspend, terminate or limit your use of the Services, and/or to change the eligibility criteria for registration at any time.

  • 4.8 We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. By agreeing to these Terms, you confirm that you consent to us or a third-party carrying out such verifications on our behalf.

  • 4.9 You must ensure any information provided to us, or any of our third-party service providers, is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. Failure to complete any step of the registration process may also result in your inability to use the Services.

• 5. THE APP

  • 5.1 The functions of the App, which may change from time to time without notice to you at the Group’s sole discretion, allow you to perform one or more of the following actions (as applicable), including but not limited to:

    • (a) request for the issuance of RedotPay Cards; 

    • (b) change the settings associated with your RedotPay Cards, e.g. setting and changing your RedotPay Card PIN number; 

    • (c) conduct Swap Transactions;

    • (d) view the Transaction History by month (no paper statements will be provided by the Group); 

    • (e) request for the Services to be disabled, enabled or blocked; 

    • (f) load your Custodian Account; 

    • (g) deposit Virtual Account Deposits into your Virtual Account;

    • (h) top-up or withdraw virtual assets and fiat monies to or from your Custodian Account;

    • (i) withdraw fiat monies from transactions from your Virtual Account or proceeds from Swap Transactions; 

    • (j) transfer fiat monies from your Virtual Account to a Virtual Account of another user; and

    • (k) conduct any Other Third Party Services through the Third Party Service Providers.

  • 5.2 Subject always to your continuing compliance with these Terms, the Group will grant to you a limited, non-transferable, non-exclusive licence to use the App insofar as owned by or licensed through the Group on your Enabled Device and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved.

  • 5.3 Some software components used in the App may be offered under an open source or other licence as we may notify you, in which case your use of those components of the App shall be governed by those terms to the extent only of any inconsistency between these Terms and those terms.

  • 5.4 You acknowledge and agree that your use of your Account and the Services is at all times subject to your compliance with these Terms and all other applicable terms.

• 6. YOUR DEVICE

  • 6.1 You acknowledge and agree that, in connection with your use of the App, you shall be responsible for the following, at your own cost:

    • (a) obtaining all necessary hardware, software and communications services necessary for your use of the App in accordance with these Terms; 

    • (b) installing antivirus or other mobile security software on your Enabled Device to protect against any security or other vulnerabilities which may arise in connection with your use of the App in accordance with these Terms; and 

    • (c) installing updates and patches for the App and your Enabled Device in a prompt and timely manner.

  • 6.2 Without prejudice to the foregoing and any other terms in these Terms, you shall be solely responsible and liable for any access to and use of the App and Services through your Enabled Device, notwithstanding that such access may have been effected without your knowledge, authority or consent. The Group shall not be liable to you for any loss or damage resulting from such use.

  • 6.3 Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss/theft or unauthorised access/use by contacting us at support@redotpay.com. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the password on your Enabled Device.

• 7. FEES 

  • 7.1 Your use of the Services may be subject to certain Fees, which will, if applicable, be debited from your Wallet Balance of the Custodian Account, Smart Contract Vault Balance or Virtual Account Balance (as applicable), deducted at the settlement of your Card Balances, completion of the Swap Transactions or otherwise charged to you separately. You undertake to settle any outstanding Fees immediately upon request, failing which we reserve the right to suspend your use of the Services until all such outstanding Fees have been settled. The list of applicable Fees is set out in the relevant fee schedules, the App and the Site. The Group may in our sole discretion introduce additional Fees or otherwise adjust or update the Fees from time to time. 

  • 7.2 All applicable Fees listed in the relevant fee schedule, on the App and the Site are exclusive of any applicable taxes and the actual Fee charged will be increased to account for any such applicable taxes. 

  • 7.3 All Fees paid shall be non-refundable.

  • 7.4 Your obligation to pay any amount under these Terms is separate from each of your other obligations to pay.

• 8. RIGHTS OF NETTING, SET-OFF AND LIEN

  • 8.1 If, on any day, you and we have payment and delivery obligations in the same fiat or the same Acceptable Token in respect of two or more transactions, then we may elect for such fiat to be paid or such Acceptable Token to be delivered, on a net basis so that such obligations will be automatically satisfied and discharged. If, in respect of the same fiat or the same Acceptable Token, the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, such payment and delivery obligations will be replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

  • 8.2 In addition to our rights under Clause 8.1, we may, at any time during the course of or following the termination of the Terms and without notice to you set off any amount or other obligation due from you (or where more than one person constitutes the client, any one or more of those persons singly or jointly) to the Group against sums due from the Group to you, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment. Any amounts that are so set off will be discharged promptly and in all respects. If, after such set-off, a balance of account is due and payable by you to the Group:

    • (a) you authorise the Group to: (i) sell all or any of your fiat and Acceptable Tokens held by the Group; or (ii) apply or appropriate all or part of your fiat and Acceptable Tokens in the Account (including Custodian Account, Self-custody Wallet (subject to the Smart Contract Vault)) to meet such amount; and

    • (b) if there is a shortfall following the application of any set-off pursuant to Clause 8.2(a) above, you will immediately pay to the Group an amount equal to such shortfall.

  • 8.3 We are entitled to exercise a general lien over any or all of your property which (for any reason) is in or comes into our possession or control, except that this lien does not cover any property where it may give rise to any obligation to disclose an interest on our part. We have the right to sell such property and apply the proceeds of sale, after deduction of reasonable costs, to satisfy any amount you owe us.

  • 8.4 For the purposes of this Clause 8, we may make any necessary currency or asset conversions at the rate(s) we reasonably consider appropriate.

  • 8.5 Our rights under this Clause 8 are in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which we are at any time otherwise entitled or subject, whether under these Terms or by operation of Applicable Law.

• 9. INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that:

• (a) the Group's and its affiliates’ trade marks and logos, and any other logos, service marks, product names and other proprietary indicia used in the App are the property of the Group, its affiliates, or third-party licensors (collectively, the "Trade Marks");

• (b) the intellectual property rights in and to the Services are either owned by us or licensed to us by third-party licensors;

• (c) other than the licence expressly granted by you in these Terms, no other rights are granted to you in respect of either the Trade Marks, the App or the Services; and

• (d) no part or parts of the App may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.

• 10. CONDUCT

Without prejudice to the foregoing, you shall not (and shall not, knowingly or otherwise, authorise, allow or assist any other party to):

• (a) use the App to conduct electronic spamming;

• (b) use the App to perform unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities);

• (c) use the App to upload content that has viruses, malicious codes, immoral or illegal content;

• (d) modify or adapt the whole or any part of the App or combine or incorporate the App into another programme or application;

• (e) disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the App or any components thereof;

• (f) use the App in any manner that would lead to the infringement of our intellectual property rights or those of any third-party;

• (g) use the App in a way that could damage, disable, impair or compromise the App or the provision of the Services (or the systems or security of the App or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of the Group or its affiliates;

• (h) engage in any other activities deemed inappropriate by us or which are in contravention of any Applicable Laws; or

• (i) demonstrate or use any abusive, threatening and/or violent behaviour or language towards our personnel.

• 11. DATA PROTECTION

By using the Services, you confirm that you have read and understood our privacy notice and consent to us collecting, using, disclosing and sharing amongst ourselves your Personal Data and disclosing such Personal Data to the Group, our authorised service providers and relevant third parties for purposes required by us to facilitate and administer your use of the Services. These purposes are set out in greater detail in our privacy notice, which is accessible at https://www.redotpay.com/policy/.

• 12. ELECTRONIC COMMUNICATIONS

  • 12.1 You shall accept full responsibility for the security and authenticity of all Instructions sent via the App and you shall be bound by all such Instructions. We shall be entitled to assume that all Instructions received from your Enabled Devices via the App are yours. We shall be under no obligation whatsoever to verify that such communications are in fact yours.

  • 12.2 You are aware that Instructions and information transmitted via the App are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept these associated risks.

  • 12.3 Any Instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instructions from the relevant system and duly informed you of such receipt. In addition, any Instructions sent by you to any third parties (for example, network merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.

  • 12.4 Without prejudice to any of the terms in these Terms, you shall be liable for any damage that may be caused through the use of the Internet – i.e. through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.

  • 12.5 You acknowledge and agree that in the event of any dispute arising in connection with your use of the Services, our records (including electronic, computer and microfilm stored records) of all matters relating to your use of the Services and/or of you (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. In addition, you agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.

• 13. LIMITATION OF ACCOUNT AND SERVICES / TERMINATION

  • 13.1 The Group may at any time, without notice and in its sole and absolute discretion, terminate, suspend or limit your use, or the functionality, of your Account (and where applicable, Custodian Account) and the Services (including freezing or closing your Custodian Account, Smart Contract Vault and/or Virtual Account, refusing to process any Card Transactions, reversing any Card Transaction that you have effected, refusing or suspending any transfers, deposits or withdrawals relating to the Virtual Account, or refusing or suspending any Swap Transactions) for any reason, including, without limitation (each, an "Event of Default"): (a) in the event of any breach by you of these Terms, or all other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) where the Group suspects that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) as may be informed by its internal risk monitoring policy and the profile of spending reasonably anticipated for the type of consumer group you belong to; (e) in the event you become Insolvent or any of your assets are subject to insolvency proceedings (including where there is any assignment, arrangement or composition with or for the benefit of creditors); (e) you act fraudulently or dishonestly; (f) you disaffirm, disclaim, repudiate or reject, in whole or in part, the Terms, any Confirmation or any Virtual Asset Transaction (or such action is taken by an Authorised Person on your behalf); (g) you breach any Applicable Laws; (h) any of your Acceptable Tokens and/or fiat in relation to the Account are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis; (i) you are convicted of a tax or other crime in any jurisdiction; (j) we, in our discretion, consider that the Account is being operated or any Service is otherwise being used in an irregular or improper manner; (k) anything occurs which, in our opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms; or (l) you fail to make on its due date any payment (including principal, interest or other sum) or delivery to the Group (including payment for orders), you are otherwise in breach of any term of any agreement you have with the Group or any other event of default (however described) under any other agreement between you and the Group occurs.

  • 13.2 The Group reserves the right to reverse, cancel, refuse to honour or exclude you from participating in any incentive programmes (including but not limited to any kind of reward, cashback or referral programmes) if you are found in breach of any of these Terms, whether directly or indirectly, voluntarily or involuntarily.

  • 13.3 Your obligations under these Terms will continue and the Group shall remain to be entitled to debit your Wallet Balance of the Custodian Account, Smart Contract Vault Balance and/or Virtual Account Balance (as applicable) for any amount and charges incurred in or related to Services and the Card Transactions that are carried out before or after the termination of your Services (including RedotPay Card) and you shall continue to remain liable to the Group for such amounts and charges until they are paid in full.

  • 13.4 You shall not be entitled to any payment, compensation or damages from us in relation to any suspension or termination of your use of the Services for any reason whatsoever. Any suspension or termination of your use of the Services for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension or termination, has already accrued.

  • 13.5 You are entitled to a refund of your Wallet Balance of the Custodian Account, a release of your Smart Contract Vault Balance and/or a withdrawal from the Virtual Account Balance (as the case may be) upon termination of your Services (as the case may be), and such refund or release will be subject to Clauses 13.6 to 13.13 below.

  • 13.6 The Group's rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which the Group may have (whether under these Terms, at law, in equity or otherwise).

  • 13.7 You may at any time request for the termination of any of your Services, and, consequently the refund of your entire Wallet Balance of the Custodian Account, the release of your entire Smart Contract Vault Balance and/or a withdrawal from the Virtual Account Balance (as the case may be) ("User Termination"). Requests for a User Termination may be submitted to us via the App.

  • 13.8 In order to process your request for a User Termination, the Group may ask you to provide your photographic identification documents and other details for identification purposes to enable the Group to comply with Applicable Laws.

  • 13.9 The Group may, subject to Applicable Laws, delay, deny, or reduce the amount returned or released to you if necessary to ensure that the requested reduction or release does not result in a negative Wallet Balance of the Custodian Account, Smart Contract Vault Balance and/or Virtual Account Balance (as applicable).

  • 13.10 The Group, in its sole and absolute discretion, will determine how (e.g. on-chain transfer, bank transfer or cheque) your remaining Wallet Balance of the Custodian Account, Smart Contract Vault Balance and/or Virtual Account Balance will be returned or released to you. Your remaining Wallet Balance of the Custodian Account, Smart Contract Vault Balance and/or Virtual Account Balance (as applicable) will only be returned or released to you, the holder of the Custodian Account, the Self-custody Wallet and/or Virtual Account (as applicable), and not to any other person(s). 

  • 13.11 Any refund or release of your remaining Wallet Balance of the Custodian Account, Smart Contract Vault Balance and/or Virtual Account Balance (as applicable) must be claimed and accepted by you within 3 years of issuance of such refund or release by the Group, failing which the Group reserves the right to forfeit such Wallet Balance of the Custodian Account, Smart Contract Vault Balance and/or Virtual Account Balance without any prior notice.

  • 13.12 You may be charged a fee for the refund, withdrawal or release of your Wallet Balance of the Custodian Account, Smart Contract Vault Balance and/or Virtual Account Balance (as applicable) to cover the costs incurred by the Group.

  • 13.13 In the event that your Account (and where applicable, Custodian Account) becomes ineligible or is otherwise suspended or terminated pursuant to these Terms, at the sole discretion of the Group, you may be charged an account maintenance fee in respect of any Wallet Balance of the Custodian Account, Smart Contract Vault Balance and/or Virtual Account Balance remaining in your Account.

• 14. LIMITATION OF LIABILITY

  • 14.1 Except As Expressly Provided In These Terms, To The Fullest Extent Permitted By Law, We Disclaim All Other Representations Or Warranties, Express Or Implied, Made To You, Your Affiliates Or Any Other Person, Including Without Limitation, Any Warranties Regarding Quality, Suitability, Merchantability, Fitness For A Particular Purpose Or Otherwise (Regardless Of Any Course Of Dealing, Custom Or Usage Of Trade) Of Any Service Or Any Goods Provided Incidental To The Services Provided Under These Terms. Our Liability In Respect Of Representations And Warranties That Cannot Be Excluded Is Limited, At Our Option, To Any One Of: (I) Re-Supplying, Replacing Or Repairing The Services In Respect Of Which The Breach Occurred Or (II) Paying The Cost Of The Re-Supplying, Replacement Or Repairing Of The Services In Respect Of Which The Breach Occurred.

  • 14.2 Notwithstanding Anything In These Terms, To The Extent Permitted By Law, In No Event Shall The Group Or Any Of Its Representatives Be Liable To You: (A) For Any Losses Or Damage Or Claims (I) Due To An Unusual Or Unforeseeable Event, Outside The Reasonable Control Of Us And The Consequences Of Which Could Not Have Been Avoided Even If All Due Care Had Been Exercised (Including But Not Limited To Force Majeure, Events Of War Or Civil Unrest, Natural Disasters, Strike, Lock-Out, Traffic Disruption, Acts Of Domestic Or Foreign Governmental Authorities); (II) Arising From Or In Connection With: (A) Any Delay, Suspension, Discontinuance Or Failure Of The App Or Services; (B) Any Rejection Of The Redotpay Card Or The Services; (C) Any Refusal To Process Or Authorise Any Transaction For Any Reason; (D) Your Inability To Effect Or Complete Any Transaction Due To System Maintenance Or Breakdown / Non-Availability Of The App, Network, Our Hardware Or Software Or That Of Any Third Parties; (E) Use Of Your Enabled Device And The Services By Third Parties, Whether Authorised Or Unauthorised By You; (F) Any Theft Or Loss Of Your Enabled Device; (I) Caused By Us Due To Compliance With Applicable Laws, Court Orders, And/Or Card Network Rules; And (II) Arising Out Of Or In Connection With These Terms For Lost Profits, Lost Revenues, Lost Business Opportunities, Exemplary, Punitive, Special, Incidental, Indirect Or Consequential Damages, Each Of Which Is Hereby Excluded By Agreement Of The Parties To These Terms, Regardless Of Whether Such Damages Were Direct Or Indirect, Foreseeable Or Unforeseeable, Or Whether We Have Been Advised Of The Possibility Of Such Damages.

  • 14.3 In any case, the total liability of the Group arising out of or in connection with the provision of any service under these Terms shall be limited to your Wallet Balance of Custodian Account, Smart Contract Vault Balance and/or the Virtual Account Balance (as applicable) as of the date your claim arises.

  • 14.4 The Group shall not be liable for any fault on the part of any third-party service providers instructed by us. In such cases, the Group's liability shall be limited to using reasonable care in the selection, appointment and instruction of such third-party service providers (but not of any sub-contractor or other third-party such third-party service provider may use).

  • 14.5 Nothing in these Terms shall operate to limit or exclude any liability for fraud or for death or personal injury resulting from negligence.

• 15. INDEMNIFICATION

You agree to indemnify and hold the Group, each of its affiliates and third-party service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives ("Indemnified Parties"), harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of these Terms; (ii) your use of the App and the Services; (iii) your violation of any rule or regulation, or the rights of any third-party; and (iv) any transactions resulting from your wilful default, fraud, gross negligence or breach of these Terms.

• 16. AMENDMENT AND VARIATION

These Terms may from time to time be updated or amended, and the Group will post any such updates on the App and the Site. Such updated Terms as posted will take effect immediately upon posting on the App and the Site. You should regularly check the App and the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the App without prior notice. By continuing to use the App and the Services (as applicable) after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated App. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the App and the Services (as applicable) immediately.

• 17. ASSIGNMENT AND SUBCONTRACTING

These Terms, and any rights and licences granted hereunder, are personal to you and may not be transferred or assigned by you, but may be assigned by the Group without restriction, including without limitation to any of the Group's affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void.

• 18. SEVERABILITY

If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.

• 19. ENTIRE AGREEMENT AND LANGUAGE

  • 19.1 These Terms constitute the entire agreement between you, on the one hand, and the Group, on the other, with regard to its subject matter and supersede and invalidate all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

  • 19.2 These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. If these Terms or any part of them are translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

  • 19.3 Notwithstanding the foregoing, if there are conflicts between these Terms and any Service Content, these Terms shall prevail.

• 20. WAIVER

  • 20.1 These Terms shall be waived in whole or in part only with the written consent of the Group.

  • 20.2 The delay of enforcement or the non-enforcement of any of the terms of these Terms by the Group shall not be construed as a waiver of any of the other rights of the Group arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for the Group in these Terms is exclusive of any other right, power or remedy available to the Group and each such right, power or remedy shall be cumulative.

• 21. NOTICES AND COMMUNICATIONS

  • 21.1 By using the Services (as applicable), you agree that the Group, its related corporations, third-party service providers, contractors or sub-contractors may provide you with any notices or other communications relating to your use of the  Services (as applicable) electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

  • 21.2 We prefer receiving notices to us electronically through our support system at support@redotpay.com. 

• 22. THIRD PARTY RIGHTS

  • 22.1 These (together with any other agreements subject to or connected with these) Terms and documents that confer benefits on Indemnified Parties are intended to be enforceable by each Indemnified Party by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong). The parties to these Terms do not intend that any term of these Terms should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any person other than an Indemnified Party. Notwithstanding the provisions of this Clause, these (and any other agreements subject to these) Terms may be rescinded or varied in any way and at any time by the Group and you without the consent of any Indemnified Parties.

• 23. GOVERNING LAW AND SUBMISSION TO ARBITRATION

  • 23.1 These Terms shall be governed by and construed in accordance with the laws of Hong Kong. 

  • 23.2 Unless otherwise specified, any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

  • 23.3 You and we agree that:

    • (a) the law of this Clause is Hong Kong law;

    • (b) the seat of arbitration will be Hong Kong;

    • (c) unless you and we agree otherwise, the number of arbitrators will be one (1) and that the arbitrator must have relevant legal and technological expertise;

    • (d) if you and we do not agree on the arbitrator to be appointed within fifteen (15) business days of the dispute proceeding to arbitration, the arbitrator is to be appointed by HKIAC; and

    • (e) the arbitration proceedings will be conducted in English.

  • 23.4 Notwithstanding any other provision of these Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

• 24. DEFINITIONS

  • 24.1 In these Terms, except where the context otherwise requires, the following words and expressions have the following meanings: 

• 24.2 Unless the contrary intention appears, a reference in these Terms to:

  • (a) a document (including these Terms) includes any variation or replacement of it;

  • (b) a Clause, Part, annexure or schedule is a reference to a Clause in, Part of, or annexure or schedule to, these Terms;

  • (c) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

  • (d) the singular includes the plural and vice versa;

  • (e) the word "person" includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any government agency;

  • (f) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

  • (g) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

  • (h) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

  • (i) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

  • (j) unless expressly otherwise specified in writing, a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;

  • (k) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

  • (l) the words "include", "including", "for example" or "such as", when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

  • (m) time is a reference to Hong Kong time;

  • (n) "property" or "asset" includes any present or future, real or personal, tangible or intangible property, asset or undertaking and any right, interest or benefit under or arising from it; and

  • (o) any thing (including any amount or Service) includes each part and/or feature of it.

• 24.3 Headings

Headings should be disregarded in the interpretation of these Terms.

PART A. CUSTODIAN ACCOUNT

This Part A applies to the Custodian Account, in addition to the other terms and conditions of these Terms. 

• 25. CUSTODIAN ACCOUNT - GENERAL

  • 25.1 You will, as part of opening the Account with the Group, establish a contractual relationship with the Custodian to ensure the custody of your fiat currencies, virtual assets and other assets (as applicable). The user hereby appoints the Custodian, and the Custodian hereby accepts the appointment, as the custodian of fiat currencies, securities, virtual assets and any other assets or properties, deposited and/or delivered by the user from time to time. 

  • 25.2 The Custodian agrees to keep safely all assets of users delivered to the Custodian in accordance with the provisions of these Terms and Applicable Laws, and agrees to perform the duties of such custodian in accordance with the provisions of these Terms and all Applicable Laws with which the Custodian is required to comply in the performance of the services set forth in these Terms. The duties of the Custodian shall only be those specifically undertaken pursuant to these Terms.

  • 25.3 The user shall deliver, or cause to be delivered, to the Custodian such assets, and from time to time all payments of income, payments of principal or capital distributions received by it with respect to such assets from time to time. Securities may be delivered to the Custodian in physical form or by means of book-entry. 

  • 25.4 As part of the Custodian's custodial services in relation to the Custodian Account, the Custodian shall provide one or more individual on-chain addresses dedicated to the user (“Custodian Wallet”), secured by the Custodian, to store certain supported virtual assets on the user's behalf. The virtual assets held to the credit of the user's Custodian Wallets are not treated as the assets of the Custodian. The virtual assets stored in the user's Custodian Wallet are segregated from virtual assets that the Custodian custodies for its other users or virtual assets of the Custodian. Within the Custodian Wallet, the keys shares giving access to the virtual assets are managed and held by the Custodian's employees. Each user has his/her dedicated deposit wallet address, which is visible on the user's Custodian Account (in the App or Site). Each user can choose to have multiple deposit Custodian Wallets.

  • 25.5 By keeping different virtual assets in the Custodian Wallet, the user undertakes responsibility for possible depreciation of different virtual assets due to fluctuations in the price of such Virtual Assets and shall not have a right to raise claims against the Custodian in this respect. 

  • 25.6 If you are using a Custodian Account in connection with the Services, the Group will manage the fiat currencies, virtual assets and other assets (as applicable) held in the Custodian Account on your behalf and in accordance with these Terms.

  • 25.7 By using the Custodian Account, you confirm that you understand the inherent risks associated with using the Custodian Account, including but not limited to:

    • (a) system risks: risks related to the operation and security of the Custodian’s systems and platforms;

    • (b) market risks: risks arising from the volatile nature of virtual assets and their fluctuating market values; 

    • (c) regulatory risks: risks associated with changing regulations and legal compliance of the Custodian;

    • (d) security risks: risks related to the potential loss or theft of virtual assets due to cyberattacks or breaches by the Custodian; and

    • (e) operational risks: risks arising from operational failures, errors, or disruptions in the Custodian Account.

  • 25.8 The Group has the right to give various instructions to the Custodian for the purpose of settling your Card Balances or other transactions under the Services. Such instructions may include, but shall not be limited to, freezing, converting and transferring the assets held in the Custodian Account as may be required for settlement purposes, as further described in these Terms. The Custodian is obligated to act upon such instructions of the Group from time to time in accordance with the terms of their agreement.

  • 25.9 Your Custodian Account comprises individual accounts designated for respective users, which shall be embedded with the other Services provided by the Group (including the RedotPay Card), for the purpose of storage and custody of the approved fiat currencies, virtual assets and other assets (as applicable). Subsequently, all such assets of different users will be swept into a ring-fenced, pooled, centralised omnibus vault account ("Pooled Account") held by the Custodian, which is segregated from the Custodian's own proprietary accounts. The Pooled Account will include all assets of all users, but:

    • (a) your Custodian Account will at all times be maintained in the account records of the Custodian; and 

    • (b) your identity and your share of the assets in the Pooled Account (as represented by your Wallet Balance) will be maintained in the records of the Custodian.

  • 25.10 The Custodian Account is not a debit card supported by a bank account and does not in any way connect to or constitute a savings account or a checking account. No interest will be paid for assets maintained in the Custodian Account.

  • 25.11 If you are using a Custodian Account in connection with the Services, including a RedotPay Card, you authorise, understand and acknowledge that the assets in the Custodian Account will be managed by the Group, as outlined in these Terms, to ensure the proper functions of the Services, for security purposes and for compliance with Applicable Law.

  • 25.12 The Custodian Account is not a deposit account and the assets (including fiat currencies, virtual assets and other assets (as applicable)) held therein are not qualified for protection by the Deposit Protection Scheme (as referred to in the Deposit Protection Scheme Ordinance (Cap. 581 of the Laws of Hong Kong) in Hong Kong).

  • 25.13 You acknowledge and/or warrant that:

    • (a) the Group has the sole discretion to modify or make necessary arrangements in relation to the Custodian Account, including but not limited to (i) choosing to follow one or more chains resulting from a fork in the virtual assets or (ii) modifying the Pooled Account arrangement;

    • (b) the Group is not acting as a trustee, fiduciary or escrow agent with respect to your assets;

    • (c) the Custodian acts as a custodian with respect to your assets;

    • (d) you authorise the Group to freeze, convert and transfer your virtual assets on your behalf as may be required under these Terms; and

    • (e) all assets deposited by you into the Custodian Account are of legal origin and in compliance with all Applicable Law.

  • 25.14 The amount of time required to process a receipt or transfer transaction in virtual assets will depend on various factors, including the performance of third parties. Once submitted to a virtual assets network, a virtual assets transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the virtual assets network. A virtual assets transaction is not complete while it is in a pending state. Virtual assets associated with Virtual Assets transactions that are in a pending state will be still shown in your balance of virtual assets with the Custodian (until the virtual assets transaction is completed) – please be aware of this while checking your current balance. The Custodian makes no guarantee as to when the received virtual assets will appear in your Custodian Account as well as when the transferred virtual assets will reach a payee.

  • 25.15 The Custodian shall not be responsible for any property of a user which is not delivered to the Custodian or which has been delivered out by the Custodian in accordance with proper Instructions, including without limitation property (i) held by other entities on behalf of the user, or (ii) delivered or otherwise removed from the custody of the Custodian in advance of payment. 

  • 25.16 The Custodian will be protected in acting upon any proper Instructions which are transmitted with testing or authentication agreed to by the Custodian from time to time, provided that such instructions comply with the other provisions of these Terms. The user shall promptly confirm any Oral Instructions with Written Instructions, provided that failure of such confirming Written Instructions to be received by the Custodian or to conform to the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorised by the Oral Instructions and effected prior to receipt by the Custodian of non-conforming Written Instructions, and provided further that if Written Instructions confirming Oral Instructions are inconsistent with such Oral Instructions the only obligation of the Custodian in connection therewith shall be to promptly notify the user of such inconsistency.

  • 25.17 Upon receipt of proper Instructions from the user, which may be continuing instructions or authorities when deemed appropriate by the parties (as set out in these Terms and Conditions), the Custodian shall pay out assets of the users.

  • 25.18 The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company qualified to act as a custodian, as its agent, as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities hereunder.

  • 25.19 The Custodian may in its discretion, without express authority from the user: (i) surrender securities in temporary form for securities in a definitive form; (ii) endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and (iii) in general, attend to all non-discretionary details and mandatory actions in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the property of the user except as otherwise directed by proper Instructions.

  • 25.20 The Custodian shall, with respect to the user, create and maintain all records relating to its activities and obligations under these Terms required under Applicable Laws. All records created for a user shall be open for inspection during the regular business hours of the Custodian by the user and the applicable authorities. The user elects to receive communications via the App or otherwise, and therefore acknowledges that there are risks inherent in receiving communications via such method (including but not limited to virus contamination, disruptions in service and the fact that such communications may not be secure) and is assuming the risks of such communication method. 

  • 25.21 In making payments to service providers (including the Group when they provide Services to the users) pursuant to proper Instructions (including authorities granted by the user to the Group in these Terms), the user acknowledges that the Custodian is acting in an administrative or in a ministerial capacity, and not as the payor, for tax information reporting and withholding purposes.

  • 25.22 The user acknowledges that, as part of the Custodian’s compensation, the Custodian, to the extent permissible under Applicable Laws, will earn interest on cash balances held by the Custodian, which is not accountable to the user.

  • 25.23 The Custodian shall hold and segregate for the account of the user all non-cash property.

  • 25.24 The Custodian shall be entitled to compensation for its services and expenses as may be agreed to from time to time in writing by the user and the Custodian.

  • 25.25 In performing its responsibilities under these Terms, the Custodian agrees to exercise reasonable care, prudence and diligence normally expected for a custodian providing similar services (“Standard of Care”) and shall not be liable for any damages arising out of the Custodian’s performance of or failure to perform its duties under these Terms except to the extent that such damages arise out of the Custodian’s willful misfeasance, bad faith, negligence or otherwise from a breach of these Terms. Without limiting the foregoing, the Custodian shall not be liable for any damages arising out of any matter with respect to which the Custodian is otherwise relieved of liability as provided elsewhere in these Terms. In no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with these Terms, even if previously informed of the possibility of such damages and regardless of the form of action. 

  • 25.26 The Custodian shall not be liable for any defect in the title, validity or genuineness of any property or in the evidence of title thereto received by it or delivered by it pursuant to these Terms. The Custodian shall not be liable for any losses suffered by any of the user due to factors beyond the Custodian’s reasonable control (including acts of civil or military authority, national emergencies, general work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riots, terrorism, nationalization or expropriation, currency restrictions, or failure of the mails, transportation, communication or power supply). Further, the Custodian shall not be liable for the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction delivered. 

  • 25.27 The Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of any sub-custodians that is not a majority-owned subsidiary of the Custodian.

  • 25.28 At any time, the Custodian may request Written Instructions from the user and may seek advice from legal counsel, with respect to any matter arising in connection with these Terms, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Custodian, provided that the Custodian at its own expense communicates to the user such opinion of counsel to the Custodian within a reasonable period of time prior to taking the action in question. Written Instructions requested by the Custodian will be provided by the user within a reasonable period of time.

  • 25.29 The user shall indemnify and hold harmless the Custodian from all taxes, charges, assessments, claims, damages and liabilities (including, without limitation, liabilities arising under the Applicable Laws), and costs and expenses, including without limitation reasonable attorneys’ fees and reasonable disbursements (including, without limitation, those incurred in asserting any claim by the Custodian against the user arising from the obligations of the user hereunder), arising from any action which the Custodian takes in accordance with the terms of these Terms or any omission by the Custodian to act or any other matter with respect to which the Custodian is otherwise relieved of liability or entitled to be held harmless as provided elsewhere in these Terms; provided that the Custodian shall not be indemnified against any liability (or any expenses incident to such liability) to the extent arising out of the Custodian’s own, or its affiliate’s or agent’s (for whose actions the Custodian is responsible under these Terms) willful misfeasance, bad faith, negligence or breach of these Terms.

• 26. DEPOSIT TO YOUR CUSTODIAN WALLET

  • 26.1 To deposit virtual assets (or as applicable, other assets including fiat monies) to your Custodian Account for custody, you must adhere to the instructions provided on the App or the Site (as applicable). The Custodian Account only accepts Acceptable Tokens as valid forms of virtual assets for deposits (or as applicable, other assets including fiat monies).

  • 26.2 Each of the Group and the Custodian has the right to conduct thorough KYC checks, KYT checks, AML/CTF checks and other due diligence checks on all assets and transactions associated with your Custodian Account. You are required to provide accurate and complete information and documentation upon request to facilitate these checks. 

  • 26.3 If, at any point, the Group deems it necessary to freeze a portion, or all of, the assets in your Custodian Account in accordance with these Terms, you will be restricted from accessing or transacting with the affected assets until the freeze is lifted.

  • 26.4 You hereby represent and warrant that all assets deposited into your Custodian Account for custody are legally and beneficially owned by you, and are not subject to any liens, encumbrances or legal disputes. You also affirm that these assets are not derived from, nor connected with, any unlawful activities.

  • 26.5 Each of the Group and the Custodian may refuse to accept a deposit of assets to your Custodian Account for custody at its sole discretion, especially if there are concerns regarding the legality or authenticity of the assets, or if the KYC, KYT, or AML/CTF checks or the due diligence checks on the assets are not satisfactorily completed.

  • 26.6 You acknowledge and accept that the Group and the Custodian are obligated to report any suspicious activities or transactions to the relevant authorities, and you agree to fully cooperate with the Group, the Custodian and the relevant authorities in any resulting investigations.

  • 26.7 You are responsible for ensuring that you only send Acceptable Tokens (or as applicable, other acceptable assets including fiat monies) to the Custodian Account. Any assets sent to the Custodian Account that are not Acceptable Tokens or acceptable assets, as applicable, may be irretrievably lost.

• 27. WITHDRAWALS FROM YOUR CUSTODIAN ACCOUNT

  • 27.1 You may from time to time withdraw your assets from your Custodian Account to the extent they are not frozen or otherwise subject to any restriction on withdrawal or release in accordance with these Terms. You may also, from time to time, transfer your assets from your Custodian Account to the Custodian Account or Smart Contract Vault of other users. Any such withdrawal, release or transfer shall be effected in accordance with such instructions and procedures as may be prescribed by these Terms or as may be set out on the App or the Site (as applicable).

  • 27.2 You are responsible for ensuring the accuracy of the destination wallet address or relevant bank accounts or accounts with financial institutions. The Group and (if you or the other users (in the case of a transfer) are using a Custodian Account in connection with a RedotPay Card) the Custodian shall not be liable to you or any other person in respect of any losses, damages or liabilities (including but not limited to tax liabilities) incurred as a result of any inaccurate or incompatible withdrawal addresses, bank accounts or accounts with financial institutions.

  • 27.3 You will be responsible for any network fees or other charges applicable to any withdrawal, transfer or release of assets from your Custodian Account. Such fees or charges may be deducted from your Account or Custodian Account (as applicable) at the time of such withdrawal, transfer or release or may otherwise be charged to you separately. 

  • 27.4 Each of the Group and the Custodian shall be entitled to decline any withdrawal, transfer or release request for any reason whatsoever, including without limitation, for compliance of Applicable Laws.

  • 27.5 Withdrawals, transfers and releases from the Custodian Account will be subject to such applicable withdrawal, transfer or release limits as may be set by the Group and/or the Custodian from time to time at their sole discretion.