B. RedotPay Card
REDOTPAY SERVICES TERMS & CONDITIONS
Last Updated: 23 April 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
"Account" | means the account established in respect of the Services and other items, which, among other things, include the Custodian Account, the Credit Account, Self-custody Wallet and/or Virtual Account, as applicable; |
"Acceptable Tokens" | means (i) in the case of a Custodian Account and Virtual Assets Loan Services, such virtual assets which would be accepted by the Group to be deposited into the Custodian Account, which include Bitcoin (BTC), Ethereum (ETH), Tether (USDT) and USD Coin (USDC); (ii) in case of a Self-custody Wallet, such virtual assets which would be accepted by the Group to be locked in the Smart Contract Vault, which include USD Coin (USDC); in the case of Swap Transactions, such virtual assets which would be accepted by the Group, which include Bitcoin (BTC), Ethereum (ETH), Tether (USDT) and USD Coin (USDC). Such list of Acceptable Tokens may be updated from time to time at the sole discretion of the Group; |
"AML/CTF" | means anti-money laundering and counter-terrorist financing; |
"App" | means the mobile application software owned and released by the Group, and available for download for Android or Apple iOS, including all content and services made available on or through the same, and any and all updates, upgrades, supplements, releases and versions thereof; |
"Applicable Law" | means any Hong Kong or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority; |
"ATM" | means automated teller machines; |
"ATM Withdrawal Services" | shall be as described under Clause 32; |
"Authorised Person" | means any person you authorise (either alone or collectively) and we approve to act on your behalf in giving Instructions, entering into Swap Transactions or performing any other act in connection with these Terms;
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"BIN Sponsor" | means any service provider which (i) offers card as service solutions to the Group and (ii) is an actual issuer of the RedotPay Card; |
"Card Automatic Loan" | means a loan of virtual assets subject to Section F of these Terms that incurs Card Automatic Loan Interest and has an initial Loan Term of 24 hours; |
"Card Automatic Loan Interest Rate" | shall have the meaning ascribed to the term in Clause 47.2; |
"Card Automatic Loan Extension" | shall have the meaning ascribed to the term in Clause 47.2; |
"Card Automatic Loan Interest" | shall have the meaning ascribed to the term in Clause 47.2; |
"Card Balances" | shall have the meaning ascribed to the term in Clause 28.1(b); |
"Card Data" | means the primary account number (PAN), expiration date and security code of a RedotPay Card; |
"Card Issuance Services" | means the card issuance Services provided by a BIN Sponsor to the Group, which enable the issuance of the RedotPay Card by the Group through the BIN Sponsor under the relevant Card Network; |
"Card Limits" | shall have the meaning ascribed to the term in Clause 28.3; |
"Card Network" | means any international credit, debit and prepaid card network which is applicable in respect of your RedotPay Card; |
"Card Network Rules" | means the by-laws, rules, regulations, orders, requirements and interpretations issued by the Card Network or otherwise communicated to the Group and which are applicable to the acceptance of Card Transactions by the Merchants and related matters in Hong Kong, as amended from time to time by the Card Network; |
"Card Transactions" | means each transaction effected by using your RedotPay Card or PIN; |
"Chargeback" | means a dispute filed by the Group that is sent through the relevant Card Network in accordance with the relevant Card Network Rules relating to a Card Transaction; |
"Collateral" | means, in respect of a Loan, all Eligible Collateral offered by you and held in the Credit Account in respect of that Loan; |
"Collateral Balance" | means, in respect of a Loan, the total value of (a) the Collateral offered by you and held in the Credit Account in respect of that Loan (calculated by multiplying the quantity of the Collateral by the relevant price of that Collateral at the relevant time); |
"Collateral Requirements" | shall have the meaning ascribed to the term in Clause 49.1; |
"Confirmation" | means a trade confirmation (or similar) relating to a Swap Transaction;
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"Converted Assets" | shall have the meaning ascribed to the term in Clause 28.2; |
"Credit Account" | means the credit account opened by a user with the Custodian, including a cryptocurrency wallet hosted by the Custodian, which allows a user to keep in custody with the Custodian the fiat currency and types of Acceptable Tokens in relation to the Virtual Assets Loan Services; |
"Custodian Account" | means the custodian account opened by a user with the Custodian, including a Debit Account and a Credit Account; |
"Custodian" | means Red Dot Trust, or any other concurrent and/or successor service provider(s) appointed from time to time; |
"Debit Account" | means the debit account opened by a user with the Custodian, including a cryptocurrency wallet hosted by the Custodian, which allows a user to keep in custody with the Custodian the fiat currency and types of Acceptable Tokens; |
"Eligible Collateral" | means such Acceptable Tokens or fiat as RFTL, in its sole discretion, may from time to time accept as Collateral in respect of Loans; |
"Enabled Device" | means the mobile communications or other device successfully registered by you for use in connection with the App and Services; |
"Event of Default" | shall have the meaning ascribed to the term in Clause 13.1; |
"Fees" | means all applicable fees and charges imposed by the Group, the relevant BIN Sponsor, the Custodian, the Smart Contract, the Card Network and/or otherwise in relation to the use of the Services, including the RedotPay Card, the Custodian Account(s), the Smart Contract Vault and/or the Virtual Account; |
"Group/we/us/our" | means the RedotPay group, including RFTL, RDTL, Red Dot Trust, RedotX and/or their affiliates. The rights and obligations of each member of the Group under these Terms are several and not joint. No member of the Group shall be liable for an act or omission by another member of the Group; |
"Insolvent" | means, if the person: (a) makes a general arrangement or composition with or for the benefit of its creditors;
(b) institutes or has instituted against it any voluntary or involuntary proceeding seeking relief under any insolvency, bankruptcy or other law affecting creditors’ rights, or, has a winding-up or liquidation petition presented against it and such proceeding or petition:
(i) results in a judgment of insolvency or bankruptcy of the person or the entry of an order for relief or winding-up, administration liquidation or similar; or
(ii) is not dismissed, discharged, stayed or restrained, in each case within 15 days of the institution or petition (as the case may be);
(c) is dissolved other than pursuant to a consolidation, amalgamation or merger;
(d) is unable to pay its debts as they become due and/or admits in writing its inability to pay its debts as they become due;
(e) seeks or becomes subject to the appointment of an administrator, liquidator, receiver, trustee or other similar official for it or for all or substantially all of its assets;
(f) causes or is subject to any event with respect to it which, under Applicable Law, has an effect analogous to any of the events specified in paragraphs (a) to (e); or
(g) takes any action in furtherance of or indicating its consent to any of the events specified in paragraphs (a) to (f);
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"Instructions" | means any written instructions (including information, communications, orders or messages) given by a user (or a person reasonably believed by the Custodian to be an authorised person of the user), including communications effected directly between protected electromechanical or electronic devices, in each case in accordance with such testing and authentication procedures and subject to any limitations in scope of authority, oral instructions (including information, communications, orders or messages) , whether automated or not, referable to you; |
"Interest" | means Stable Rate Loan Interest and Card Automatic Loan Interest, as applicable; |
''KYC" | means know-your-customer; |
"KYT" | means know-your-transactions; |
"Liquidation" | shall have the meaning ascribed to the term in Clause 53.1; |
"Liquidation Fee" | shall have the meaning ascribed to the term in Clause 53.4; |
"Liquidation Fee Rate" | shall have the meaning ascribed to the term in Clause 53.4; |
"Liquidation LTV" | means the percentage shown under that heading for the relevant Eligible Collateral on the App or the Site, from time to time; |
"Loan" | means any virtual assets credit facility granted by RFTL to you, including a Stable Rate Loan or Card Automatic Loan; |
"Loan Balance" | means, in respect of a Loan, all outstanding Loan Principal plus the Outstanding Interest. |
"Loan Default" | shall have the meaning ascribed to the term in Clause 54.1; |
"Loan Limit" | shall have the meaning ascribed to the term in Clause 46.2; |
"Loan Principal" | means, in respect of a Loan, all outstanding principal plus any additional fees and charges, including the Liquidation Fee, if applicable. |
"Loan Term" | shall have the meaning ascribed to the term in Clause 47.2; |
"Locked Tokens" | shall have the meaning ascribed to the term in Clause 37.2; |
"LTV" | means, in respect of a Loan, the result of the following formula calculation, expressed as a percentage: LTV = Loan Balance / Collateral Balance; The relevant LTV shall be percentage shown under that heading for the relevant Eligible Collateral on the App or the Site, from time to time; |
"Margin Call" | means a notification from RFTL to you to deposit additional Eligible Collateral in the Credit Account to avoid Liquidation of the Collateral and termination of the Loan; |
"Margin Call LTV" | means the percentage shown under that heading for the relevant Eligible Collateral on the App or the Site, from time to time; |
"Maturity" | means the time at which the Loan Term of a Loan expires in accordance with the Credit Account and Virtual Assets Loan Services terms and when repayment of such Loan is due; |
"Merchant" | means a retailer, merchant or other supplier of goods and/or services which accepts payment by means of a card, card number, PIN or card and signature; |
"Non-Trading Instructions" | means an instruction given by you (or any of your Authorised Persons) in relation to any action other than Trading Instruction; |
"Other Third Party Services" | shall have the meaning ascribed to the term in Clause 45.1; |
"Outstanding Interest" | means, in respect of a Loan, the sum of all amounts of Interest calculated in respect of that Loan minus any payments made on account of Interest in respect of that Loan; |
"Personal Data" | means data, whether true or not, about an individual who can be identified: (a) from that data, or (b) from that data and other information to which the organisation has or is likely to have access; |
"PIN" | means such code or number that is used by us for the purpose of identification when you access information, give any instruction or conduct any transaction using your RedotPay Card or when you access any other Services; |
"Pooled Account" | shall have the meaning ascribed to the term in Clause 25.9; |
"Proscribed Address" | means: (a) any blockchain address that appears in a list of addresses with which dealings are proscribed by the United Nations or another government agency or relevant authority under Applicable Law, or is part of a group of addresses that appears in such a list; and (b) without limiting the generality of this definition, an address stated on the United States of America Department of Treasury’s Specially Designated Nationals list; |
"Proscribed Person" | means a person who, in our determination: (a) is in breach of any AML/CTF requirements and/or sanctions of any jurisdiction; (b) appears on a list of persons with whom dealings are proscribed by the United Nations or another government agency or a regulatory authority under Applicable Law; or (c) acts on behalf of, or for the benefit of, any person described in paragraph (a) or (b); |
"RDTL" | means Red Dot Technology Limited; |
"Red Dot Trust" | means Red Dot Trust Limited; |
"RedotX" | means RedotX (Tango) Limited; |
"RedotPay Card" | means RedotPay crypto card, available as either a virtual or physical card, which is provided to you by the Group, allowing for transactions and (where applicable) access to credit secured by your deposited virtual assets held by the Custodian or your virtual assets locked in the Smart Contract (as the case may be); |
"RedotPay Main Account" | shall have the meaning ascribed to the term in Clause 38.2; |
"RFTL" | means Red F. Technology Limited; |
"Secured Obligations" | means all of your obligations, liabilities, monies or other amounts whatsoever at any time now or hereafter owing, due, incurred or payable by you to RFTL under Section F of these Terms, these Terms or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety; |
"Self-custody Wallet" | means the cryptocurrency wallet in respect of which a user has control through holding the private key to the wallet and has full right, power and authority to manage the virtual assets therein, save as otherwise provided under these Terms; |
"Service Content" | means data, information, materials, advertisements, text, audio, video, graphics, software and other content on the Site and App; |
"Services" | means the Site, App, Service Content and all related features, services, content and applications (including those described in Clause 3.1) which the Group may make available to you from time to time; |
"Settlement Amount" | means, in respect of a Card Transaction, the aggregate of (i) the monetary value of the Card Transaction, (ii) any relevant Fees for the Card Transaction, and (iii) any buffer as may be applicable at the Group 's sole discretion at the time of the Card Transaction; |
"Settlement Assets" | shall have the meaning ascribed to the term in Clause 28.2; |
"Site" | means the website https://www.redotpay.com/; |
"Smart Contract" | means, if you are using a Self-custody Wallet in connection with the Services, the programmable agreement between the Group and you, which operates on a decentralised blockchain network and is designed to automatically execute, control and/or legally document the series of relevant events in connection with your use of the Services, including the RedotPay Card and the Smart Contract Vault; |
"Smart Contract Vault" | means, if you are using a Self-custody Wallet in connection with the Services, the secure digital repository within your Self-custody Wallet that utilises smart contract technology to lock the Locked Tokens; |
"Smart Contract Vault Balance" | means the total amount of Locked Tokens locked in the Smart Contract Vault, as may be increased or decreased according to these Terms; |
"Stable Interest Rate" | shall have the meaning ascribed to the term in Clause 47.2; |
"Stable Rate Loan" | means a loan of virtual assets subject to Section F of these Terms that incurs Stable Rate Loan Interest and has an initial Loan Term of 24 hours; |
"Stable Rate Loan Extension" | shall have the meaning ascribed to the term in Clause 47.2; |
"Stable Rate Loan Interest" | shall have the meaning ascribed to the term in Clause 47.2; |
"Swap Agreed Communication Methods" | shall have the meaning ascribed to the term in Clause 33.6; |
"Swap Transactions" | shall have the meaning ascribed to the term in Clause 33.1; |
"Third Party Payment Providers" | shall have the meaning ascribed to the term in Clause 36.5; |
"Third Party Service Providers" | shall have the meaning ascribed to the term in Clause 45.1; |
"TPSP Accounts" | shall have the meaning ascribed to the term in Clause 45.3; |
"Trade Marks" | shall have the meaning ascribed to the term in Clause 9(a); |
"Trading Hours" | shall have the meaning ascribed to the term in Clause 33.10; |
"Trading Instructions" | an instruction given by you (or any of your Authorised Persons) in relation to Swap Transactions; |
"Transaction History" | means the transaction history of your Account and Services and details of your Custodian Account(s), Smart Contract Vault and/or Virtual Account (as applicable); |
"User Termination" | shall have the meaning ascribed to the term in Clause 13.7; |
"Virtual Account" | shall have the meaning ascribed to the term in Clause 38.1; |
"Virtual Account Balance" | means the total amount of Virtual Account Deposits deposited in the Virtual Account, as may be increased or decreased according to these Terms; |
"Virtual Account Deposits" | such fiat which would be accepted by the Group to be deposited into the Virtual Account, which includes US Dollars. Such list of currencies allowed to be deposited in the Virtual Account may be updated from time to time at the sole discretion of the Group; |
"Virtual Account Service Provider(s)" | means Red Dot Trust, or any other concurrent and/or successor Virtual Account service provider(s) appointed from time to time; |
"Virtual Assets Loan Services"" | shall have the meaning ascribed to the term in Clause 46.1; |
"Wallet Balance" | means the total amount of fiat currency and virtual assets (as applicable) held in your Custodian Account(s), as may be increased or decreased according to these Terms; and |
"you/your" | means, jointly and severally, the individual(s) who is/are the user(s) of the Services provided by the Group. |