Business T&Cs for Neat customers onboarded after 28 August 2020.

28 August 2020

NEAT HK BUSINESS TERMS AND CONDITIONS

NEW CUSTOMERS: These Terms are only applicable to Neat Customers who were onboarded after 28 August 2020. For any Customers onboarded before this date, please refer to these Terms.

IMPORTANT : Please note we are not a bank and we are not supervised by the Hong Kong Monetary Authority. Please carefully read the following terms of service (“Terms”). You acknowledge that you understand and agree to all of these Terms if you have created a Neat Profile or used any of the Services or have clicked an “I Accept” button with respect to the use of the Services.

Definitions

In these Terms:

“Business Admin” means any employee(s), contractor or other persons you have nominated as having authority to access your Neat Business Dashboard and use your Services as your authorised person.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Hong Kong.

“Collection Services” means the collection services provided by Neat to you under these Terms relating to the collection of funds for you by Neat in a Supported Currency from a Sender.

“Communications” means information provided relating to your Services or any Neat Transfer, including: any agreements and policies you agree to, (e.g., these Terms) including updates to these agreements or policies; disclosures and notices, including prospectuses and reports for transaction receipts or confirmations; Neat Transfer statements and history; and payments authorizations and transaction receipts or confirmations; documents; and any other information related to your Services.

“Exchange” means the process where one Supported Currency is sold or bought against another Supported Currency at an agreed exchange rate through the Neat Business Dashboard, as provided by the Foreign Exchange Partner or other third party foreign exchange provider as determined by Neat from time to time.

“Exchange Date” means the date nominated by you in your instructions to us through the Neat Business Dashboard, for us to carry out the Exchange.

“Exchange Rate” means the currency exchange base rate we have specified for an Exchange.

“Exchange Services” means the services provided by us pursuant to these Terms relating to Exchange.

“Fees” means the fees and exchange rates payable by you, the details of which are set out in Schedule 1.

“Force Majeure Event” means an event which is beyond the reasonable control of an affected party including any market disruption, acts or restraints of government(s) or public authorities, war, revolution, strikes or other industrial action, fire, flood, natural disaster, epidemic, pandemic, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment, systems or services, whether by a third party or us.

“Foreign Payments Partner ” means Nium Limited, a company incorporated in Hong Kong with company number 2298943 and whose registered office is at Flat / RM 606, Hollywood Centre, 77 – 91 Queen’s Road West, Sheung Wan, Hong Kong.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Information” means any confidential and/or personally identifiable information or other information, including the following: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial information.

“Neat”, “us”, “our”, “we” means Neat Limited, a company incorporated in Hong Kong with company number 2312276 and whose registered office is at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong, a licensed money service operator (license number: 19-06-02796).

“Neat Business Dashboard” means the Neat online portal which can be accessed via our Website, with your Neat Profile, where you can manage your Services, including the Neat Multi-currency Wallet and Payment Services.

“Neat Group Companies” means means any entity in respect of which Neat or Neat’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.

“Neat Multi-currency Wallet” means the non-interest bearing virtual account maintained by us in which we record the amount of funds collected by Neat on your behalf as part of the Collection Services.

“Neat Payments Account” means the bank account in our name, where you can send funds to, so we can carry out your Payment instructions on your behalf.

“Neat Profile” means your profile, accessible on the Neat Business Dashboard where Business Admins can view your Services.

“Neat Transfer” means a transfer of funds using the Services as the case may be.

“Neat Transaction History” means the list of Neat Transfers you have entered into, which is available on the “Transactions” section of the Neat Business Dashboard.

“Password” means your and your Business Admin’s password required to gain access to the Neat Business Dashboard.

“Payee” means any person who receives money through the Payment Services.

“Payment” means each and every individual Neat Transfer to be made for you by us to a Payee through the Neat Business Dashboard as part of the Payment Services.

“Payment Date” means the date nominated by you in your instructions to us through the Neat Business Dashboard, for the Payment to be transferred from us to the Payee.

“Payment Services” means a specific instruction for a Payment from you to a Payee, to be made in a Supported Currency by Neat.

“Payout Account” means an account nominated by you to withdraw the collected funds from your Neat Multi-currency Wallet.

“Privacy Policy” means our privacy policy which we make available on the website from time to time.

“Restricted Countries” means any country that is on this list

“Sender” means those who pay you money to be collected by us on your behalf through the Collection Services.

“Services” means the services offered by Neat under these Terms, including the Collection Services, the Payment Services and Exchange Services provided through the Neat Business Dashboard.

“Settlement Cut Off” means the time and date where Payment of any monies in cleared funds under these terms is due to us. Generally, it the Payment Date, except that where the request to enter into a Neat Transfer would otherwise be deemed to be received on a day which is not a Business Day or is received after 2.30 pm, Hong Kong time on a Business Day, we have the right to treat the request to enter into the Neat Transfer as having been received on the next Business Day.

“Supported Currency” means each currency approved by Neat from time to time which can be collected and paid out through the Neat Dashboard.

“Transfer Limits” means the monetary limits set for your Neat Transfers, as set by us and updated from time to time.

“You” or “your” means you being the business that has agreed to these Terms to use the Services, and includes all of your employees, contractors and any person you authorise to use your Neat Business Dashboard.

“Username” means a Business Admin’s username required to gain access to the Neat Business Dashboard via the Website.

“Website” means our general website, the web address of which is www.neatcommerce.com.

“Website Acceptable Use Policy” means the website acceptable usage policy which we make available on our Website from time to time.

“Website Terms” means the terms and conditions regarding the use of our Website which we make available on our Website from time to time.

1. General

1.1 These Terms govern your use of our Services. Our Services include enabling you to use our Collection Services, Payment Services and Exchange Services.

1.2 Before you can use our Services you must:

a. read and confirm you agree to these Terms; and
b. provide us with any information and documents that we request so that we can carry out any checks or procedures necessary to comply with applicable laws or regulations or our internal policies. You consent to us seeking additional information about you from, and sharing such information with any of the Neat Group Companies, credit rating agencies and other relevant third parties.

1.3 These Terms incorporate the Website Terms, the Privacy Policy, the Website Acceptable Use Policy, and our pricing page. These Terms will take precedence if they conflict with any of these other incorporated terms.

1.4 You confirm that:

a. you will provide valid, correct and accurate information to us during the process of setting up to use and using the Services; and
b. any Business Admin you permit to access the Services are authorised by you to carry out Collection Services, Payment Services and Exchange Services and any other actions on your Neat Business Dashboard.

1.5 You must notify us immediately if your details change. You bear any losses that occur due to your submission of invalid, incorrect or inaccurate information to us or any actions of your Business Admin(s) that you permit to access the Services.

2. Who is Neat, our Regulatory Information and how to Contact Us?

2.1 Our Services are offered to you by Neat Limited, which is a company incorporated in Hong Kong with company number 2312276 and whose registered office is at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong. Neat is authorised by the Customs and Excise Department under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance to provide remittance services and money changing services.

2.2 We are not a bank. Using our Services is not the same as depositing funds and making transfers to and from a bank account in that: (a) we will not use the funds to invest or lend to other persons or entities; (b) your funds will not accrue interest; and (c) your funds are not covered by the Deposit Protection Scheme under the Deposit Protection Scheme Ordinance (Chapter 581 of the laws of Hong Kong).

2.3 You agree that the Neat Multi-currency Wallet is a ‘virtual account’ and not a bank account, that the funds transferred to us are beneficially ours and will not be held on trust for you. We act as your agent at all times in providing the Services.

2.4 You can contact us via:

a. the Neat Business Dashboard;
b. contacting our customer support team via email at [email protected]
c. write to us at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong

3. Commencement and Termination of these Terms

3.1 These Terms shall commence on the day when Neat confirms to you that you have been approved to use the Services. Unless we or you terminate your use of the Services (as permitted by these Terms), these Terms will continue for 12 months, and will then automatically renew on an annual basis, unless you give notice to terminate your use of the Services before the date of renewal.

3.2 You may be required to provide supplemental information to us for our approval to use all of the functionality of the Services.

3.3 We may stop you and your Business Admin’s access to the Neat Business Dashboard and use of the Services on reasonable grounds relating to:

a. the security of the Neat Business Dashboard;
b. the suspected unauthorised and/or fraudulent use of the Neat Business Dashboard or Services; or
c. a breach of the restrictions for use of the Services.

3.4 You may designate in writing to us any of your officers, employees or agents as having the authority to use the Neat Business Dashboard as your authorised Business Admin. Unless you notify us in writing otherwise (and we acknowledge such notification), a Business Admin shall have the authority to give instructions and perform any act on your behalf via the Neat Business Dashboard. You are bound by the actions of your Business Admin and must ensure they comply with these Terms.

4. The Neat Business Dashboard

4.1 Once you have registered with us and set up your Neat Profile you will be granted access to your Neat Business Dashboard. You can only have one Neat Profile attached to your Neat Business Dashboard. If we discover that you have more than one Neat Profile or Neat Business Dashboard, we may at our discretion merge or terminate your Services.

4.2 The Neat Business Dashboard is our portal where you and your Business Admin can (subject to the permissions they hold) access and manage your Services, including:

a. add and remove any Business Admin;
b. edit the permissions for other Business Admins;
c. perform Neat Transfers as part of the Collection Services and Payment Services;
d. verify your identity with us;
e. view your Neat Transaction History;
f. view the funds in your Neat Multi-currency Wallet ;
g. enter the details of your Payout Account, if any;
h. how you communicate with us;
i. how we communicate with you; and
j. carry out other actions as permitted by the Neat Business Dashboard from time to time.

4.3 You and your Business Admins may access the Neat Business Dashboard via the Website.

5. Verification of Identity

5.1 You must cooperate with our requests (or those of our third party service providers) so that we can enable your use of the Services, to identify or authenticate the identity of you or any Business Admins or validate your funding sources or Neat Transfers. This may include asking you for more information to help us identify you or your Business Admins or any of your directors, partners and/or ultimate beneficial owners.

5.2 We reserve the right to close, suspend, or limit access to your Neat Business Dashboard and/or your access to the Services if we are unable to obtain or verify the information to our satisfaction.

5.3 We may confidentially verify any information we receive about you ourselves or third party sources. You consent to and will ensure that all of your directors, partners, ultimate beneficial owners and Business Admins (as appropriate) will consent to us or our service providers carrying out such verification.

5.4 You must ensure the information on your Neat Business Dashboard is always accurate and up to date. If 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. Your Transfer Limits may be adjusted accordingly and your access and/or use of the Services may be suspended while we verify your identity. We shall not be liable for any losses arising out of your failure to maintain up to date information or your inability to use Services in accordance with this Clause.

6. About our Services

6.1 Our Services provided under these Terms include:

a. Collection Services – where Neat collects Supported Currency for you pending your settlement instructuctions;
b. Payment Services – where you can send Payments to Payees;
c. Exchange Services – where you can Exchange funds between Supported Currencies.

Each of these is a separate Service provided by Neat.

6.2 For the Collection Services, we will provide you with payment instructions connected to a local bank account managed by us, which you may provide to your Senders to send funds to you in a Supported Currency. After the collected funds have passed our compliance checks, the funds will be released and recorded in your Neat Multi-currency Wallet that we manage on your behalf. We will hold the funds for you pending your settlement instructions to us, for a reasonable time, which will be no more than 90 days.

6.3 For the Payment Services, you will be able to send funds to the Neat Payments Account, to support you carry out your Payment instructions. Neat will, based on your Payment instructions, remit those funds in a Supported Currency to your Payee.

6.4 For Exchange Services, you will be able to send funds to the Neat Payments Account to support you carry out your Exchange instructions. Neat will, based on your Exchange instructions, convert those funds from one Supported Currency to another Supported Currency as required for the Neat Transfer.6.4 You can view your transaction history regarding your Collection Services, Payment Services and Exchange Services in your Neat Business Dashboard, including your total collections waiting settlement.

6.5 We may place interim or permanent restrictions on the use of all or any part of the Services depending on certain regulatory requirements, your country of residence, identity verification checks or business requirements, as determined by us. These will be communicated to you 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.

6.6 We act as a service provider to you under these terms. We assume no liability to or in respect of any products, services or any other part of your business.

7. Collection Services

7.1 We will collect funds on your behalf from your Sender. If we have approved a Supported Currency for you, you may receive funds in that Supported Currency through us in accordance with these terms. Each collection is an individual contract between you and us.

7.2 We will update the balance of your Neat Multi-currency Wallet only when we receive the funds. We are not responsible for any funds transferred and will not record them as available in the Neat Multi-currency Wallet, until after we have actually received the funds. The transfer of funds from your Sender’s to our designated underlying account is a service provided by third parties and is not part of our Services. We have no control over the time it may take for the transfer of such funds to clear and settle.

7.3 We will collect and hold the collected funds in one or more underlying bank accounts in our name for the sole purpose of providing the Collection Services. The funds in any underlying bank account will be pooled together with those of other users of Services offered by us. You are entitled to be paid the funds collected for you as part of the Collection Services provided to you. We must pay you such funds when you request a withdrawal, subject to clause 7.4 below.

7.4 You must promptly instruct us to make a withdrawal with respect to funds received in the Neat Multi-currency Wallet. If you do not give us withdrawal instructions within a reasonable period of time as determined by us and, in any event within a maximum period of no longer than 90 days, we will, at our sole discretion:

a. remit the funds to your designated Payout Account;
b. return the funds to the Sender; or
c. remit the funds to you in any other way permitted by applicable law.

7.5 You must ensure that all funds we receive in connection with the Services come from a legitimate source and otherwise comply with any policy determined by us (for example, for goods and services). You agree to promptly provide evidence of the funding source on request.

7.6 You acknowledge that there are strict restrictions on transferring funds into the Neat Multi-currency Wallet. You agree that you are not permitted to transfer your own funds into the Multi-currencyWallet (for example, to top-up). The Neat Multi-currency Wallet is only used to provide you with Collection Services.

7.7 We are acting as your limited agent. You represent and warrant to us that each payment you receive through the Collection Services is solely in payment for your provision of bona fide goods and/or services to your Senders.

8. Payment Services

8.1 You may instruct us to make a Payment by providing the details of the Payee as prompted in the Neat Business Dashboard. If the currency of the Payee Account is different to the currency of the funds you are sending through the Neat Transfer, then as part of the Neat Transfer, such currency shall be exchanged by our Foreign Payments Partner to the appropriate currency prior to sending the money to the Payee Account at the exchange rate available at the time of completing the Neat Transfer or such exchange rate determined by the Foreign Payments Partner. Each Payment is an individual contract between you and us.

8.2 Your request to make a Payment shall be deemed to be received at the time you click “Confirm”. We may decline your instructions if you have insufficient funds for the Payment:

a. by the Settlement Cut-Off;
b. you exceed any applicable Transfer Limits; or
c. in accordance with our termination Terms.

You may cancel your request to make a Payment at any time prior to the end of the Business Day prior to the Payment Date. From the Payment Date, you must then settle with us the full amount of the Payment in accordance with these Terms.

8.3 In order to make a Payment, you must pay sufficient funds into the Neat Payment Account in the relevant Supported Currency to cover the full amount of any Payment you wish to make on or before the Settlement Cut-Off. You may pay us by way of direct bank transfer to us or by other means acceptable to us. Without prejudice to any of our rights under these terms, you specifically acknowledge that if you do not have sufficient funds in your Neat Payments Account to cover the full amount, we may deduct or set-off such amount against any funds collected and held for you in your Neat Multi-currency Wallet, without notice. If you transfer funds into the Neat Payments Account in a currency which is not the Payment currency or if the funds held in your Neat Multi-currency Wallet (which we use for the purposes of set-off) are not in the Payment currency, you authorise us to, on the Payment Date, convert such currency into the Payment currency at Foreign Payment Partner’s standard exchange rates which are available upon request.

8.4 If you ask us to make a Payment to a Payee, we will make the Payment as soon as reasonably practicable and, in any event, generally within one Business Day after we accept your instructions. The methods of crediting the funds may be provided by third parties (for example, the bank where the Payee has their Payee Account) and are not part of our Services. We do not have any control over the amount of time it may take for a Payee’s bank or payment provider to credit funds to the Payee, but would generally expect this to take less than 5 Business Days, unless a longer period is required by us to comply with Applicable Law.

9. Exchange Services

9.1 You may instruct us to make an Exchange by providing the relevant details as prompted by the Neat Business Dashboard.

9.2 Your request to make an Exchange shall be deemed to be received at the time you click “Confirm”. We may decline your instructions if you have insufficient funds for the Exchange:

a. by the Settlement Cut-Off;
b. you exceed any applicable Transfer Limits;
c. you request an Exchange which we deem to be for speculative purposes; or
d. in accordance with our termination Terms.

You may cancel your request to make an Exchange at any time prior to the end of the Business Day prior to the Exchange Date. From the Exchange Date, you must then settle with us the full amount of the Exchange in accordance with these Terms.

9.3 In order to carry out an Exchange, you must pay sufficient funds into the Neat Payment Account in the relevant Supported Currency to cover the full amount of any Exchange you wish to make on or before the Settlement Cut-Off. You may pay us by way of direct bank transfer to us or by other means acceptable to us. Without prejudice to any of our rights under these terms, you specifically acknowledge that if you do not have sufficient funds in your Neat Payments Account to cover the full amount, we may deduct or set-off such amount against any funds collected and held for you in your Neat Multi-currency Wallet, without notice.

9.4 You may access the indicative Exchange Rate for an Exchange through the Neat Business Dashboard. The indicative Exchange Rate will be quoted to you when you instruct us through the Neat Business Dashboard and the final Exchange Rate will be confirmed on confirmation of the Exchange. We will ensure, as far as reasonably practicable, that the confirmed Exchange Rate reflects the rate quoted to you but you acknowledge that this is not always possible. The final Exchange Rate used to affect the Exchange may be different as the exchange rate may have changed between the time of your instruction and our confirmation. You agree that changes to exchange rates come into effect immediately without notice.

9.5 We carry out your Exchange instructions as soon as possible which will generally be within one Business Day.

10. Security and System Compatibility

10.1 You must:

a. keep your usernames, Passwords and other login credentials safe;
b. take reasonable steps to ensure your access to the Services is safe (for example, by using a secure internet connection or making sure you log off the Neat Business Dashboard when you leave your device);
c. comply with our reasonable instructions in relation to your use of our Services;
d. not do anything during or after the duration of these Terms which may result in the security of the Services being compromised; and
e. inform us immediately if you suspect your account details have been compromised.

10.2 If you notice misuse, theft or unauthorized use of your username, Password or other credentials or any other activity that makes you suspicious, you must contact our customer support team immediately. If you suspect identity theft or theft of money, we suggest that you contact your local police as well.

10.3 You must ensure that you have compatible hardware and software to use the Services, including in order to access the Neat Business Dashboard, including installing all software updates.

10.4 In the event of suspected or actual fraud or security threats, we will contact you via a secure procedure at your registered email address or via the Neat Business Dashboard.

11. Restrictions on the use of the Services

11.1 You must not:

a. use the Services for any illegal purposes, including, but not limited to involving fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law. We will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;
b. use the Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;
c. breach these Terms or any other agreement or policy that you have agreed with us;
d. create more than one Neat Profile without our prior written consent;
e. without limiting (a) above, use the Services to conduct activities pertaining to Adult entertainment & escort services, Antiques dealers, Arms, defence or military services, Atomic & nuclear power, Auctioneers, Aviation, Charities, Embassies and Consulates, Finance, stock, securities, Foreign exchange related companies, Gambling & casino related companies, Investment holding companies, IPTV service providers, Mining & Extractive related companies, Non-Government Organisations (NGO’s), Pawnshops, Payment Service Providers, Political or religious organisations, Precious Metals and stones, Products or services illegal under either Hong Kong or United Kingdom law, pyramid sellers, Unregulated legal services, Video game arcades or establishments, VoIP service providers, VPN providers, Virtual currencies;
f. infringe any copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; g. act in a manner that is defamatory, libelous, threatening or harassing when using the Services;
h. provide us with false, inaccurate or misleading information;
i. use the Services to engage in debt-collection activities;
j. refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
k. conduct your business or use the Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to us, third parties or you;
l. facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
m. use an anonymizing proxy;
n. use any robot, spider, other automatic device, or manual process to monitor or copy our Website or the Neat Business Dashboard without our prior written permission;
o. interfere or attempt to interfere with the provision of the Services by us;
p. take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
q. use another customer’s Services;
r. use the Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or applicable law;
s. use the Services to trade foreign exchange for speculative purposes or for foreign exchange arbitrage;
t. refuse or fail to provide further information about you or your business activities that we may reasonably request;
u. conduct your business or use the Services in a manner that leads us to receive a disproportionate number of claims; and
v. behave in a threatening or abusive manner, or any other manner deemed unacceptable by us to our employees, consultants or other representatives.

11.2 You must only use the Services in compliance with all applicable laws and regulations.

11.3 We will not provide Services and/or accept instructions to enter into a Neat Transfer in relation to any Restricted Countries.

11.4 We may refuse to complete any Collection Service or Payment Service and, unless this would be unlawful, will inform you of such refusal at the earliest opportunity and, in any event, before the time the transaction was due to be credited to the payee’s account in accordance with these Terms unless it would be unlawful. We may charge for such refusal where this is reasonably justified.

11.5 If we believe that you may have breached these Terms, we may take action to protect ourselves and any other third parties, including:

a. closing, suspending, or limiting your access to any or all of the Services; b. informing any court or any governmental, banking, taxation or other regulatory authority or similar body, or any other parties impacted by your actions; and/or c. fully or partially reversing any Neat Transfer.

11.6 Where possible, we will tell you about any actions we take under clause 11.5, using the methods set out in clause 24, but only if we are able to do so under applicable law.

12. Transfer Limits

12.1 We shall impose at our sole discretion from time to time limits on your Neat Transfers, Transfer Limits processed through Services. The details of your Transfer Limits shall be set out on the Neat Business Dashboard from time to time.

12.2 You and your Business Admins can view these Transfer Limits by logging onto the Neat Business Dashboard. Neat may, from time to time, remove or increase such limits.

13. Suspending your use of the Services

13.1 We reserve the right to change, suspend or discontinue any aspect of the Services at any time, including hours of operation or availability of the Services or any Services feature, without notice and, save where otherwise specifically provided in these Terms, without liability. We may do this permanently or temporarily (for example, for maintenance).

13.2 We will suspend your access to the Services if we are concerned about the security of your use of the Services or suspected unauthorised and/or fraudulent use of the Services. Where possible, we will inform you before (and if not possible, immediately after) of our intent to suspend and our reasons for doing so, using the methods set out in clause23, unless this would compromise reasonable security measures or would be unlawful.

14. Our Right to set-off

14.1 Upon any event which entitles us to be compensated by you, we shall be entitled to recover any sum due to us by retaining part or all of any sum in your Neat Multi-currency Wallet. You shall have no similar right of set-off. For the avoidance of doubt, this includes if one of the currency balances in your Neat Multi-currency Wallet shows that you owe us an amount of funds for any reason or has a negative balance, Neat may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance or by deducting amounts you owe us from money you receive into your Neat Multi-currency Wallet, or money you attempt to send from your Neat Payments Account, and by deducting funds from any withdrawals you attempt to make.

14.2 If the amount owed to us is in a currency which is different to the money you hold in your Neat Muti-currency Wallet, we shall convert the amount you hold to the currency of the amount you owe us by applying such exchange rate as determined by us at our absolute discretion. We do not need to notify you of this conversion occurring.

15. General Liability

15.1 You are responsible for the acts and omissions of the Business Admins under these Terms as if they were your own.

15.2 We shall not be liable for non-execution or defective execution in relation to a Neat Transfer made in accordance with payment instructions given to us by a Business Admin which proves to be incorrect.

15.3 We are not liable to you for the correct execution of a Payment, if the Payee’s payment services provider received the Payment.

15.4 We shall not be liable to you for any:

a. delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including any action or inaction by you or any third party, any Force Majeure Event, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances; or consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of us failing to perform our duties under a Neat Transfer; or
b. losses as a result of a requirement imposed on us under any law or regulation.

15.5 You are responsible for all liabilities, financial or otherwise, incurred by, Neat, or a third party caused by or arising out of your breach of these Terms, your use of the Services, including the Neat Multi-currency Wallet and Neat Payments Account. You agree to reimburse Neat, or a third party for any and all such liability, to the extent not prohibited by applicable law.

15.6 You remain liable under these Terms in respect of all charges and other amounts incurred through the use of the Services at any time, irrespective of termination, suspension or closure.

15.7 You alone are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Services, including those related to export or import activity, taxes or foreign currency transactions. You are liable to the relevant authority and other subjects for fulfilment of all tax obligations independently. Neat shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied to you.

15.8 You agree to indemnify and hold Neat, our third party providers, our employees or agents who are authorised to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your, the Business Admins or your other employees’ or agents’ breach of these Terms, breach of any law and/or use of the Services.

15.9 Nothing in these Terms shall operate to exclude liability for death or personal injury or for fraud or fraudulent misrepresentation or for any liability that cannot be excluded or amended by law.

15.10 In no event shall Neat be liable for loss of profits or any special, incidental or consequential damages arising out of these Terms or otherwise in connection with the Services, howsoever arising.

15.11 To the extent permitted by applicable law, Neat is not liable, and you agree not to hold it responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

a. Business Admins acting under your authorisation in accordance with these Terms and the limitations imposed upon them on the Neat Business Dashboard;
b. your inability to use the Services for whatever reason;
c. delays or disruptions in the Services;
d. viruses or other malicious software obtained by accessing the Website or any associated site or service;
e. glitches, bugs, errors, or inaccuracies of any kind in the Services;
f. the content, actions, or inactions of third parties; a suspension or other action taken with respect to your Neat Multi-currency Wallet;
g. your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms or Neat’s policies;
h. illegal actions and operations of third persons performed using counterfeited; and/or
i. illegal documents or illegally received data;

16. Ending your Services

16.1 The Services shall be terminated at the end of the term in accordance with Clause 3.1 or upon termination of these Terms.

16.2 In relation to the Collection Services, if your Neat Multi-currency Wallet holds a balance at the time of terminating the Collection Services, we shall ask you to withdraw your funds in full, subject to our right of set off, within 7 Business Days, during which your Neat Multi-currency Wallet will be accessible for the purpose of withdrawing the remaining balance only. If you do not withdraw the remaining balance within 7 Business Days, we will automatically transfer the funds to your nominated Payout Account.

16.3 In relation to the Payment Services or Exchange Services, any pending instructions submitted through Neat Business Dashboard will be cancelled 7 Business Days after you terminate the Payment Services.

16.4 You may not terminate the Services to evade an investigation. If you attempt to terminate the Services while Neat is conducting an investigation, we may freeze the account to protect all parties to the Services, its affiliates, or a third party against any liability. You will remain liable for any obligations related to your Services even after they are terminated.

17. Notice and Communications

17.1 We will contact you via the Neat Business Dashboard or by emailing you, publication on the Website or electronic message (including SMS, WhatsApp and WeChat) any other electronic means available under these Terms. It is your responsibility to ensure that your contact information stored on your profile in the Neat Business Dashboard is up to date.

17.2 It is your responsibility to log onto the Neat Business Dashboard regularly and review the Neat Business Dashboard, the Website and your email. It is your responsibility to review Communications and your Neat Transaction History, and to promptly report any questions, apparent errors, or unauthorized Neat Transfers. Failure to contact us in a timely manner may result in loss of funds or important rights.

17.3 You may contact us via the chat function on the Neat Business Dashboard, or by contacting our customer support team at [email protected]

18. Data

18.1 We will process your personal data in accordance with our Privacy Policy. In addition, in relation to personal data or other data we hold about you:

a. We may disclose your information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity.
b. Subject to applicable law, you understand and agree that we may, without further notice or warning and in our discretion, monitor or record the telephone conversations you or anyone acting on your behalf has with us or our agents for quality control and training purposes or for our own protection.
c. You agree that we can use your information in connection with your use of Services, to enable us to review, develop and improve our products and services as well as providing you with functionality of the Services. This may involve providing your information to our partners, affiliates, agents, distributors and suppliers to process Neat Transfers and for their statistical research and analytical purposes.

19. Intellectual Property

19.1 The Neat Business Dashboard and the Website and all intellectual property rights contained therein, including any content, are owned or licenced by us. Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Neat’s intellectual property includes “neat.hk,” “neatcommerce.com” and all logos related to the Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Neat. You may not copy, imitate, or use them without our prior written consent. You may not copy, imitate or use Neat’s intellectual property rights without prior written consent.

19.2 We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.

19.3 Nothing in these Terms grants you any legal rights in the Neat Business Dashboard and/or the Website, other than as necessary to enable you to access the Neat Business Dashboard. You agree not to adjust or try to circumvent or delete any notices contained on the Neat Business Dashboard (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the Neat Business Dashboard.

20. Customer Support and Complaints

20.1 We take all complaints seriously. Any complaints about us or the Services should be addressed to the chat function on the Neat Business Dashboard or or by contacting our customer support team at [email protected] You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query.

20.2 A final response to your complaint, or an email explaining why the final response has not been completed, will be sent to you within 35 Business Days of your complaint having been made. Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.

21. Changes to These Terms

21.1 We may update these Terms (including the Fees and any terms relating to new services, features and functionalities) from time to time.

21.2 If we add a new product or service that does not change the Terms for your use of our Services or we are required to make an amendment to comply with applicable laws, we may add the product or service and update these Terms immediately.

21.3 We will provide you with one month’s notice by sending you Communications via your Neat Business Dashboard, in the following circumstances:

a. we change these Terms which deal with the way the Services can be used by you or offered to you;
b. we make a change to your disadvantage; or
c. we introduce a new Fee.

If you don’t agree with these changes, you can terminate your use of our Services. By continuing to use our Services after the updated terms are effective, you will be agreeing to be bound by the updated terms.

21.4 In the case of changes to these Terms, except for above in 21.3, we will not provide you with personal notice. Instead we will update a copy of these Terms on our Website, with the date of the last update indicated at the top. You should check our Website regularly to make sure you are familiar with any updates to our Terms.

22. Fees

22.1 Where applicable, you must pay us all applicable Fees before the due date, as set out on our pricing page.

22.2 We reserve the right to suspend your access to your Services if Fees due and payable to us are not paid in full by the due date.

23. Warranty

23.1 The Services are provided on an “as is,” “as available” basis and without any representation or warranty, whether express, implied or statutory. We make no representation or warranty of any kind whatsoever for the Services or the content, materials, information and functions used on or made accessible by the Services, or for any breach of security associated with the transmission of sensitive information through the Services. We do not warrant that the Services will be uninterrupted or error free. We shall not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Neat Transfers or the Services.

24. Termination

24.1 We may terminate our Services to you at any time, by giving you two months’ notice. Termination will not affect any rights or obligations that accrued before termination.

24.2 If we terminate our Services and you have paid any subscription fees in advance, you will be reimbursed accordingly on a pro-rata basis, unless you owe money to us and the owed amount will be deducted before it is reimbursed. All Fees paid are otherwise non-refundable.

24.3 We may at any time treat these Terms as unenforceable, void or discharged and cease the provision of the Services to you with immediate effect by giving written notice to you if:

a. you materially breach any of these Terms;
b. as a result of any laws, payment scheme rules, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof), it is or becomes unlawful or contrary to any such law, rules, order or regulations for us to provide the Services;
c. you have a change of control or you dispose of a substantial part of your assets and you have not notified us in writing of the change or disposal, and it has not been approved by our compliance team. In this Clause, “control” means the possession by any person(s) or nominee(s) directly or indirectly of the power to direct or cause the direction of another person and “change of control” is construed accordingly;
d. we are unable to verify your information in the manner set out in these Terms;
e. any litigation, arbitration or administration proceedings is current, pending or threatened against you, which proceedings alone or together with any such proceedings may have a material adverse effect on you;
f. a creditor takes possession of all or any part of your business or assets or any execution or other legal process is enforced or sued out against all or any of your asset and is not discharged withdrawn or discontinued within 30 days;
g. a voluntary petition is presented or an involuntary proceeding is commenced, which is not dismissed within 60 days or an order is made or an effective resolution is passed for the winding up, liquidation, reorganization, dissolution or bankruptcy of you (other than solvent reorganisation on terms approved by us) or for the appointment of a liquidator, receiver, official administrator, trustee or similar officer of you or of all or any part of your business or assets;
h. you become insolvent or stops or suspends or threatens to stop or suspend payments of all or a material part of your debts to or is unable or admits its inability to pay its debts as they fall due or begins negotiation or takes any proceeding or other step with a view to readjustment, rescheduling or deferral of all or any part of your indebtedness which it would otherwise be unable to pay when due or proposes or makes a general assignment or arrangement or composition with or for the benefit of its creditors or a moratorium is agreed or declared in respect of or affecting all or a material part of your indebtedness;
i. we have reason to believe that your business and/or use of the Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
j. you cease to carry on all or a material part of your business or there is a material change in the type of business activities you carry out;
k. there is a significant fluctuation (either positive or negative) in the aggregate number of Neat Transfers you enter into or continually over the Transfer Limit;
l. you and/or the Business Admins have acted or omitted to act in any way which we reasonably determine to diminish our business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
m. we are unable to provide the Services to you through the inability of any third party to provide us with any good and/or service that we require to provide the Services to you.

24.4 Notwithstanding our rights under any other provisions of this Clause 24, if you have breached any of these Terms (including a breach of your obligation to pay us any amount owing), we may:

a. report any Neat Transfer or any other relevant information about you and your use of the Services to the relevant regulatory authority, law enforcement agency and/or government department; and/or b. if appropriate, seek damages from you.

24.5 Termination of the Services requires the closing of your Neat Business Dashboard.

24.6 Any provision of these Terms which is declared by any court or tribunal of competent jurisdiction to be illegal, invalid or unenforceable shall be severed from these Terms to the maximum extent permissible without affecting the remaining provisions of these Terms.

25. Other important legal bits

25.1 In order to use other functions of the Services, you may be requested to accept other terms and conditions, either with Neat or with a third party.

25.2 To be eligible to use the Services, you must:

a. pass our regulatory due diligence checks; and
b. not be in breach of these Terms; and not have had any previous Neat Profile closed by us.

25.3 These Terms shall be governed by Hong Kong law and any claim or dispute under these Terms shall be subject to the exclusive jurisdiction of the Courts of Hong Kong.

25.4 These Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Terms under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong) or otherwise.

25.5 The funds in your Neat Multi-currency Wallet and transferred to the Neat Payments Account belong to the person or legal entity which is registered as the Neat Profile. We recognise only the rights of the holder of the Neat Profile. You cannot assign or transfer legal ownership of the Neat Profile to anyone.

25.6 It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your Neat Transfers, or for collecting, reporting or remitting any taxes arising from any Neat Transfers. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Services, including the reporting and payment of any taxes arising in connection with Neat Transfers made through the Services. If you are required to deduct any tax from a payment to us, you must increase the amount payable so that we receive the amount that should have been received if no deduction had been required.

25.7 If we fail to enforce any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.

25.8 You may not transfer or assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your Neat Multi-currency Wallet without Neat’s prior written consent. Neat reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.

25.9 Neat has the right to change any of its third-party service providers, with or without notice.

25.10 We do not provide advice and contract on an execution only basis. We may provide information to you from time to time, for example via the Neat Business Dashboard or the Website, but we will not and do not provide advice to you either upon the merits of a proposed Neat Transfer or upon any other matter. Before entering into any Neat Transfer you and the Business Admins (on your behalf) must make your and their own independent assessment as to whether it is appropriate to enter into a Neat Transfer based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every Neat Transfer which you and the Business Admins (on your behalf) enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such Neat Transfer. Exchange Rates are subject to fluctuations outside our control. Past movements or trends in the movement of foreign currency exchange rates should not be taken as an indicator of future movements in such exchange rates. You will indemnify us against all costs, charges and expenses incurred in relation to any currency conversion conducted under these Terms. Neither we shall have any liability to you in respect of any loss resulting from any fluctuation in exchange rates after any such conversion.

25.11 These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

25.12 A reference to writing or written includes email, the chat function on the Neat Business Dashboard and electronic message. .

25.13 An obligation upon you includes an obligation upon the Business Admins.

Business T&Cs for Neat customers onboarded before 28 August 2020.

11 September 2018

BUSINESS TERMS OF SERVICE

IMPORTANT: PLEASE CAREFULLY READ THE FOLLOWING TERMS OF SERVICE (“TERMS”). YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO ALL OF THESE TERMS IF YOU HAVE CREATED OR USED A NEAT BUSINESS ACCOUNT OR HAVE CLICKED AN “I ACCEPT” BUTTON WITH RESPECT TO THE USE OF NEAT BUSINESS SERVICES.

Definitions

In these Terms:

“Annual Term” has the meaning set out in Clause 3.1.

“ATM” means any automatic teller machine located anywhere in the world connected to the MasterCard network.

“ATM Withdrawal” means a withdrawal of cash by a Neat Cardholder from a Neat Business Account pursuant to Clause 10 (ATM Withdrawals).

“Business Day” means a day other than a Saturday, Sunday or public holiday in Hong Kong when banks in Hong Kong are open for business.

“Card” means a Neat-branded card issued to Neat Cardholders by the Neat Card Issuer.

“Chargeback” means a request that you or a Neat Business Dashboard User files directly with your debit or credit card company to invalidate a Neat Card Transaction.

“Communications” means information provided relating to your Neat Business Account or any Neat Transaction, including: any agreements and policies you agree to, (e.g., these Terms) including updates to these agreements or policies; disclosures and notices, including prospectuses and reports for transaction receipts or confirmations; Neat Business Account statements and history; and payments authorizations and transaction receipts or confirmations; documents; and any other information related to your Neat Business Account or the Neat Business Services.

“Counterparty” means any person you intend to send money to using the Neat Business Services, including (but not necessarily) a Neat Cardholder or an Other Neat User.

“Counterparty Bank Account” means the bank account of a Counterparty or a User Bank Account.

“ePaylinks” means ePaylinks Technology Co. Ltd. (易票聯支付技術有限公司).

“Fees” means the fees and exchange rates payable by you, the details of which are set out in Schedule 1.

“Force Majeure Event” means an event which is beyond the reasonable control of an affected party including any market disruption, acts or restraints of government(s) or public authorities, war, revolution, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or systems.

“Foreign Exchange Provider” means Instarem Limited, a company incorporated in Hong Kong with company number 2298943 and whose registered office is at Suite 1501, Level 15 Nexxus Building, 41 Connaught Road, Central, Hong Kong.

“HKMA” means the Hong Kong Monetary Authority; further information about the HKMA can be obtained on the HKMA’s website at www.hkma.gov.hk

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Hong Kong Dollars” or “HK$” means the lawful currency of Hong Kong.

“Information” means any confidential and/or personally identifiable information or other information, including the following: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial information.

“Monthly Top Up Volume” means the total amount of money ePaylinks receives on your behalf during the course of a month, measured in HKD. If ePaylinks receive money on your behalf which is not HKD, then for the purposes of calculating the Monthly Top Up Volume, the money shall be converted to HKD using our exchange rate.

“Neat” “we,” “us,” or “our” means Neat Limited, the details of which are set out in Clause 2.1 unless the context otherwise requires.

“Neat Account” means a Neat Business account or a Neat Personal account.

“Neat Bank Transfer” means a transfer of funds between your Neat Business Account and a Counterparty Bank Account pursuant to Clause 9 (Neat Bank Transfer).

“Neat Business Account” means the Hong Kong Dollars, and/or any other currency which may be available from time to time, account opened and maintained by ePaylinks and any replacement, renewal or re-designation thereof.

“Neat Business Account Portal” means the webpage accessible through the Website where a Neat Business Dashboard User can obtain access to your Neat Business Dashboard.

“Neat Business Account Profile” means your profile, accessible on the Neat Business Dashboard where Neat Business Dashboard Users can view, among other things, your payment instruction details.

“Neat Business App” means the Neat Business mobile application of Neat Limited, as available in the relevant app store for a Neat Cardholder to request a Neat Card as well as monitor any of his/her Neat Card Transactions on his/her mobile device.

“Neat Business Dashboard” has the meaning set out in Clause 4.1.

“Neat Business Dashboard Transaction” has the meaning set out in Clause 7.2

“Neat Business Dashboard User” has the meaning set out in Clause 3.7.

“Neat Card” means both Physical Neat Cards and Virtual Neat Cards.

“Neat Cardholder” means a person whom you have requested and who has successfully been allocated a Neat Card under the Neat Cardholder Terms in relation to your Neat Business Account.

“Neat Cardholder Terms” means the terms and conditions relating to each Neat Cardholder with respect to the issuance to each Neat Cardholder and the use by Neat Cardholders of the Neat Card, as available on the Website www.neat.hk/terms from time to time.

“Neat Card Issuer” means ePaylinks.

“Neat Card Purchase” means any purchase of goods and/or services using a Neat Card pursuant to Clause 11 (Neat Card Purchases).

“Neat Card Transaction” has the meaning set out in Clause 7.3.

“Neat Personal Account” means the Hong Kong Dollars, and/or any other currency which may be available from time to time, account opened and maintained by ePaylinks and any replacement, renewal or re-designation thereof.

“Neat Business Services” means Neat Business Dashboard Users being given access to the Neat Business Dashboard via the Neat Business Account Portal and being able to enter into Neat Business Dashboard Transactions and the management of your Neat Business Account (subject to their permissions), Neat Cardholders being issued with a Neat Card and being able to enter into Neat Card Transactions and use the Neat Business App.

“Neat Transactions” means both Neat Business Dashboard Transactions and Neat Card Transactions.

“Neat Transaction History” means the list of Neat Transactions you have entered into, which is available on the “Transactions” section of the Neat Business Dashboard.

“Neat Transaction Limits” has the meaning set out in Clause 15 (Neat Transaction Limits).

“Other Neat User” means a user of Neat Business Services or Neat Personal services which is not you.

“P2P Instant Transfer” means a transfer of funds between your Neat Business Account and a Neat Cardholder, an Other Neat User pursuant to Clause 8 (P2P Instant Transfer).

“Password” means a Neat Business Dashboard User’s password required to gain access to the Neat Business Dashboard via the Neat Business Account Portal.

“Physical Neat Card” means the tangible plastic cards which allow Neat Cardholders to enter into ATM Withdrawals and Neat Card Purchases on your behalf.

“PIN” means personal identification number, which is associated with the Neat Cardholder’s Neat Card and allows the Neat Cardholder to enter into Neat Card Transactions.

“Privacy Policy” means our privacy policy which we make available on the website www.neat.hk/privacy from time to time.

“Restricted Countries” means any country that is on this list

“Subscription Fees” means, in respect of each Neat Card, the applicable fees set out in Schedule 1 payable by you pursuant to Clause 27.1.

“Supplement(s)” means an agreement between Neat and you for the provision of any services other than the Neat Business Services by Neat to you.

“Termination” means the termination of your use of Neat Business Services as set out in Clause 29 (Termination).

“Third Party Bank Transfer” means a Top Up from a bank account of a person which is not you to your Neat Business Account.

“Top Up” means ePaylinks receiving money on your behalf and corresponding increase in the balance of your Neat Business Account as further described in Clause 6 (Top Ups to your Neat Business Account).

“US Dollars” or “US$” means the lawful currency of the United States of America.

“User”, “you” or “your” means you being the business that has agreed to these Terms to use the Neat Business Services.

“Username” means a Neat Business Dashboard User’s username required to gain access to the Neat Business Dashboard via the Neat Business Account Portal.

“User Bank Account” means a bank account belonging to you.

“User Bank Transfer” means a Top Up from your bank account to your Neat Business Account.

“Virtual Bank Account” means bank account payment instructions provided to you in your Neat Business Account Profile to facilitate and reconcile Top Ups of your Neat Business Account.

“Virtual Neat Cards” means the virtual non-tangible cards that allow Neat Cardholders to enter into Neat Card Purchases on your behalf.

“Website” means our general website, the web address of which is www.neat.hk.

“Website Acceptable Use Policy” means the website acceptable usage policy which we make available on our Website from time to time.

“Website Terms” means the terms and conditions regarding the use of our Website which we make available on our Website from time to time.

General 1.1 These Terms set out the terms and conditions of (a) the entering into any Neat Transaction; and (b) the use of the Neat Business Dashboard and any other Neat Business Services. Before you, any Neat Business Dashboard User or any Neat Cardholder can enter into any Neat Transaction or use any Neat Business Services, you are required to:

read these Terms and confirm your agreement to these terms through the method indicated when you commence using the Neat Business Services; and provide us with such documentation, photographs and information as we may request in order for us to carry out all necessary checks to comply with any anti-money laundering or counter-terrorism laws or regulations, any “know your customer” or other identification checks or procedures, for the purpose of compliance with any other application laws or regulations and our internal checks. 1.2 These Terms incorporate the Website Terms, the Privacy Policy, the Website Acceptable Use Policy and any Supplements (the “Other Terms”) by this reference. In the event of a conflict between these Terms and the Other Terms, these Terms will prevail and any conflicting provisions of the Other Terms shall not be deemed incorporated into these Terms.

1.3 Once you have completed the above and you have passed our internal checks, we shall make the Neat Business Dashboard available to the Neat Business Dashboard Users you selected when agreeing to these Terms.

1.4 You confirm that you have provided the correct Information during the process of creating a Neat Business Account and that the person(s) you have selected as Neat Business Dashboard Users and Neat Cardholders have your full authority to act on your behalf in accordance with these Terms. You undertake that, if your details change, you will notify us immediately. You shall bear any losses that occur due to the submission of invalid, incorrect or inaccurate Information and the actions of Neat Business Dashboard Users and Neat Cardholders subject to any limits which have been imposed upon them on the Neat Business Dashboard.

Regulatory Information 2.1 These Terms are between you (the “User”, “you” or “your”), Neat Limited. (“Neat”, “we”, “us” or “our”) and ePaylinks.

Neat is a company incorporated in Hong Kong with company number 2312276 and whose registered office is at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong

ePaylinks is a company incorporated in Hong Kong with company number 0364134 and whose registered office is at Unit A, 22/F., Legend Tower, 7 Shing Yip Street, Kwun Tong, Hong Kong.

ePaylinks is a licensed MasterCard®prepaid card issuer in Hong Kong as well as holder Stored Value Facility “SVF” license SVF0011 issued by the Hong Kong Monetary Authority’s (“HKMA”).

2.2 The Neat Cards are issued by the Neat Card Issuer.

You shall ensure that each Neat Cardholder agrees to the Neat Cardholder Terms prior to using his/her Neat Card.

2.3 If you require further information on the status of the Neat Card Issuer as a Stored Value Facility licensee, details are available on the HKMA website https://www.hkma.gov.hk/eng/key-functions/international-financial-centre/stored-value-facilities-and-retail-payment-systems/regulatory-regime-for-stored-value-facilities/

2.4 These Terms are separate and independent from the Neat Cardholder Terms which govern the Neat Cardholder’s use of his/her Neat Card.

2.5 Neat uses the Foreign Exchange Provider as remittance payment provider for Neat Bank Transfers outside of Hong Kong. The Foreign Exchange Provider is a licensed Money Service Operator in Hong Kong. By agreeing to Neat’s Business Terms of Service you also agree to be bound by the Foreign Exchange Provider’s Business Terms, Privacy Policy and the Code of Conduct which are available on the following link: https://www.instarem.com/policy/HK-terms-and-conditions.pdf.

Commencement, Term and your Neat Business Account 3.1 These Terms shall commence on the day when Neat confirms to you that your Neat Business Account has been approved. Subject to a Termination, the term of your access to the Neat Business Services in accordance with these Terms shall automatically extend for a period of 12 months (the “Annual Term”) at the end of each Annual Term, unless you give notice to us to terminate your Neat Business Account prior to the end of the then current Annual Term.

3.2 Intentionally left blank

3.3 Neat Business Dashboard Users and Neat Cardholders may be required to provide supplemental information to us for our approval to use all of the functionality of the Neat Business Services.

3.4 You acknowledge that depositing and maintaining funds in a Neat Business Account is not the same as depositing funds in a bank account in that: (a) we or ePaylinks cannot and will not use the funds to invest or lend to other persons or entities; (b) your funds will not accrue interest; and (c) your funds are not covered by the Deposit Protection Scheme under the Deposit Protection Scheme Ordinance (Chapter 581 of the laws of Hong Kong). Your funds will be held in one or more segregated bank accounts separately from our and ePaylinks’ own funds.

3.5 You are able to store Hong Kong Dollars as well as US Dollars in your Neat Business Account. This is subject to change from time to time.

3.6 We and/or ePaylinks may stop your and the Neat Business Dashboard Users’ access to the Neat Business Dashboard and/or your and the Neat Cardholders’ use of any Neat Card on reasonable ground relating to:

the security of the Neat Business Dashboard or the Neat Card; the suspected unauthorised and/or fraudulent use of the Neat Business Dashboard or a Neat Card; or a breach of the restrictions as set out in Clause 14 (Restrictions on the use of the Neat Business Services). 3.7 You may designate in writing to us any of your officers, employees or agents as having the authority to use the Neat Business Dashboard as your authorised person (each a “Neat Business Dashboard User”). Unless you notify us in writing otherwise (and we acknowledge such notification), a Neat Business Dashboard User shall have the authority to give instructions and perform any act on your behalf via the Neat Business Dashboard. You are bound by the actions of your Neat Business Dashboard User.

The Neat Business Dashboard 4.1 The Neat Business Dashboard is our portal where Neat Business Dashboard Users can (subject to the permissions they hold):

add and remove Neat Business Dashboard Users; edit the permissions for other Neat Business Dashboard Users; add and remove Neat Cardholders; edit the permissions of Neat Cardholders; perform top ups of Neat Cards, P2P Instant Transfers and Neat Bank Transfers; verify your identity with us; view your Neat Transaction History; view the balance and currency of funds you hold in your Neat Business Account; enter the details of your User Bank Account, if any; and carry out other actions as permitted by the Neat Business Dashboard from time to time. 4.2 Neat Business Dashboard Users may access the Neat Business Dashboard via the Neat Business Account Portal.

Verification of Identity 5.1 You agree to cooperate with all requests made by us or any of our third party service providers in connection with your Neat Business Account and your use of the Neat Business Dashboard, to identify or authenticate the identity of you, any Neat Business Dashboard Users or any Neat Cardholders or validate your funding sources or Neat Transactions. This may include asking you for further information that will allow Neat to reasonably identify you or any Neat Business Dashboard Users or Neat Cardholders, including verifying your Information against third party databases or through other sources. This will also include verifying the identity of any of your directors, partners and/or ultimate beneficial owners.

5.2 We reserve the right to close, suspend, or limit access to your Neat Business Account and/or the Neat Business Services in the event we are unable to obtain or verify the Information set out in Clause 5.1.

5.3 We may confidentially verify the information you provide us with or obtain information on you and your Neat Business Dashboard Users and Neat Cardholders ourselves or through third parties from secure databases. By agreeing to these Terms, you consent to (and shall ensure that all of your directors, partners, ultimate beneficial owners, Neat Business Dashboard Users and Neat Cardholders (as appropriate) will consent to) us or a third party acting on our behalf in carrying out such verification.

5.4 You must ensure the information on your Neat Business Account 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. Your Neat Transaction Limits will be adjusted accordingly and your access and/or use of the Neat Business Dashboard may be suspended while we verify your identity. We shall not be liable for any losses arising out of your failure to maintain up to date information or your inability to use Neat Business Services in accordance with this Clause.

Top Ups to your Neat Business Account 6.1 In order to Top Up funds in your Neat Business Account, you will need to perform a Top Up via a User Bank Transfer or via a Third Party Bank Transfer.

6.2 We may, at our reasonable discretion (for example, without limitation, to limit fraud or credit risk), impose limits on the amount of money you can receive through the Neat Business Services. In order to lift your receiving limit, you may be required to provide us with supplemental information. We or ePaylinks may, at our reasonable discretion, impose limits on any Top Up to your Neat Business Account, we shall set out and you can view any such limits by logging onto your Neat Business Dashboard and accessing the Profile section.

6.3 Your Neat Business Account balance shown in the Neat Business Dashboard shall be updated upon receipt by ePaylinks of any amount sent via User Bank Transfer or a Third Party Bank Transfer. The details of the bank account payment instructions to wire the money to will be set out on the Neat Business Dashboard. It is essential that you or the third party (as applicable) enter the correct bank account details when performing the User Bank Transfer or Third Party Bank Transfer. Neither we nor ePaylinks shall be liable for any losses you incur as a result of you or a third party entering the incorrect bank account details.

6.4 You agree that neither Neat nor ePaylinks are responsible for any fees applied by your payment service provider for any User Bank Transfer or Third Party Bank Transfer.

Neither Neat nor ePaylinks control when funds will be received from your payment services provider.

Neat Transactions 7.1 You fully authorise:

Neat Business Dashboard Users to enter into Neat Business Dashboard Transactions on your behalf; and Neat Cardholders to enter into Neat Cardholder Transactions on your behalf. For the avoidance of doubt, neither Neat nor ePaylinks shall have any liability to you for Neat Business Dashboard Users entering into Neat Business Dashboard Transactions and Neat Cardholders entering into Neat Card Transactions on your behalf. It is your responsibility to ensure that you:

terminate a person from being a Neat Business Dashboard User and/or a Neat Cardholder if you no longer want them to be able to enter into Neat Business Dashboard Transactions and/or Neat Card Transactions (respectively) on your behalf, for example, if they are no longer employed by you; and limit a Neat Business Dashboard User’s and/or a Neat Cardholder’s ability to enter into Neat Business Dashboard Transactions and/or Neat Card Transactions (respectively) as you deem appropriate. 7.2 The following are “Neat Business Dashboard Transactions”:

a “P2P Instant Transfer” pursuant to the terms of Clause 8 (P2P Instant Transfer); and a “Neat Bank Transfer” pursuant to the terms of Clause 9 (Neat Bank Transfer). 7.3 The following are “Neat Card Transactions”:

an “ATM Withdrawal” pursuant to the terms of Clause 10 (ATM Withdrawals); and a “Neat Card Purchase” pursuant to the terms of Clause 11 (Neat Card Purchases). 7.4 Neat may refuse to communicate a Neat Transaction to links and ePaylinks may refuse to process a Neat Transaction at any time and for any reason.

7.5 Neat provides confirmations for all Neat Transactions via the Neat Business Dashboard. In addition to these confirmations, merchants should provide you with receipts when Neat Cardholders enter into a Neat Card Purchases. Neat will not and is under no obligation to provide you with a physical receipt or other written confirmation in connection with any Neat Transaction.

P2P Instant Transfer 8.1 When this function is available pursuant to the terms of these Terms, a Neat Business Dashboard User will be able to enter instructions to send or receive funds from or into their Neat Business Account instantly using the Neat Business Dashboard.

8.2 A Neat Business Dashboard User (“requesting Neat Business Dashboard User”) can make a request to enter into a P2P Instant Transfer by logging onto the Neat Business Dashboard, clicking on the Pay button and following the on-screen instructions available from time to time. The requesting Neat Business Dashboard User will need to enter the Counterparty’s details requested on the Neat Business Dashboard (the ‘unique identifier’) in order to request entry into a P2P Instant Transfer. It is your responsibility to make sure that the Counterparty’s unique identifier is entered correctly. Any error may result in the P2P Instant Transfer being unsuccessful or delayed. Neither we nor ePaylinks shall be liable for any losses you incur from a requesting Neat Business Dashboard User entering the incorrect unique identifier. We and ePaylinks may treat such unique identifier or any other information or instructions received from the requesting Neat Business Dashboard User or purportedly from the requesting Neat Business Dashboard User as valid even if made fraudulently or if it conflicts with the terms of any other instructions or mandates given by you at any time concerning your Neat Business Account.

8.3 If the Counterparty is already an Other Neat User or a Neat Cardholder, the requesting Neat Business Dashboard User will be informed on the Neat Business Dashboard, prior to confirming your request to enter into the P2P Instant Transfer, of:

the Counterparty’s name (or Counterparty’s identifier); the amount you wish to send to or receive from the Counterparty; and the Fees for the P2P Instant Transfer (if any). 8.4 In order to submit the request to enter into the P2P Instant Transfer, the requesting Neat Business Dashboard User will need to confirm the details which have been entered by hitting the button entitled “Pay” on the relevant part of the Neat Business Dashboard. Once the requesting Neat Business Dashboard User has provided confirmation (provided the Counterparty is an Other Neat User or a Neat Cardholder), then at this time we will have been deemed to have received your request to enter into the P2P Instant Transfer.

8.5 If the Counterparty is not an Other Neat User, then the request to enter into a P2P Instant Transfer shall be pending for 24 hours (excluding weekends and bank holidays in Hong Kong). The request to enter into the P2P Instant Transfer will be not be deemed as received until the Counterparty is approved as an Other Neat User, within the 24 hours (excluding weekends and bank holidays in Hong Kong) that the P2P Instant Transfer is pending.

8.6 Once ePaylinks has processed your P2P Instant Transfer, you will be able to view the completed P2P Instant Transfer on the Neat Transaction History part of the Neat Business Dashboard.

8.7 Neither we nor ePaylinks are obliged to make a credit to the Neat Account of the Counterparty before we and ePaylinks are satisfied that your Neat Business Account has sufficient cleared funds to complete the requested P2P Instant Transfer. If ePaylinks completes a P2P Instant Transfer for whatever reason before there are sufficient cleared funds in your Neat Business Account, ePaylinks may reverse all or part of the transfer, make an appropriate entry to the relevant Neat Accounts and request for repayment of an amount corresponding to such shortfall if it has been withdrawn.

Neat Bank Transfer 9.1 When this function is available pursuant to the terms of these Terms, A Neat Business Dashboard User (“requesting Neat Business Dashboard User”) can make a request to enter into a Neat Bank Transfer on your behalf by logging onto the Neat Business Dashboard, clicking on the Pay button and following the on-screen instructions available from time to time. The requesting Neat Business Dashboard User will need to enter the Counterparty Bank Account details (as requested on the Neat Business Dashboard) in order to request entry into a Neat Bank Transfer. It is your responsibility to make sure that the details of the Counterparty and the Counterparty Bank Account (the ‘unique identifiers’) are entered correctly. Any error in information may result in the Neat Bank Transfer being unsuccessful or delayed. None of Neat, ePaylinks or the Foreign Exchange Provider shall be liable for any losses you incur from a requesting Neat Business Dashboard User entering the incorrect Counterparty Bank Account details. We, ePaylinks and the Foreign Exchange Provider (where relvant) may treat such unique identifiers or any other information or instructions received from the requesting Neat Business Dashboard User or purportedly from the requesting Neat Business Dashboard User as valid even if made fraudulently or if it conflicts with the terms of any other instructions or mandates given by you at any time concerning your Neat Business Account.

9.2 The requesting Neat Business Dashboard User will be informed on the Neat Business Dashboard, prior to confirming your request to enter into the Neat Bank Transfer, of:

the details of the Counterparty Bank Account; the amount and currency of money you wish to send to the Counterparty; and the Fees for the Neat Bank Transfer (if any). 9.3 In order to submit the request to enter into the Neat Bank Transfer, the requesting Neat Business Dashboard User will need to confirm the details which have been entered by hitting the relevant button on the relevant part of the Neat Business Dashboard. The request to enter into the Neat Bank Transfer shall be deemed to be received at the time at which the requesting Neat Business Dashboard User provided his/her confirmation except that where the request to enter into a Neat Bank Transfer would otherwise be deemed to be received on a day which is not a Business Day or is received after 2.30 pm, Hong Kong time on a Business Day, we have the right to treat the request to enter into the Neat Bank Transfer as having been received on the next Business Day.

9.4 Where a payment under a requested Neat Bank Tranfer under this Clause 9 is denominated in:

Hong Kong Dollars, the Counterparty’s payment service provider’s account shall be credited by the end of the Business Day following that on which your request to enter into the Neat Bank Transfer was deemed to have been received under these Terms; a currency other than Hong Kong Dollars but the account of the Counterparty’s payment service provider is located in Hong Kong, that account shall be credited by the end of the fourth Business Day following that on which request to enter into the Neat Bank Transfer was deemed to have been received under these Terms; and a currency other than Hong Kong Dollars and the account of the Counterparty’s payment service provider is located outside Hong Kong, the Neat Bank Transfer shall be actioned as soon as is reasonably practicable. 9.5 If the currency of the Counterparty Bank Account (in accordance with the information provided by a Neat Business Dashboard User on the Neat Business Dashboard) is different to the currency of the funds you are using to enter into the Neat Bank Transfer, then as part of the Neat Bank Transfer such currency shall be exchanged by the Foreign Exchange Provider to the appropriate currency prior to sending the money to the Counterparty Bank Account at the exchange rate available at the time of completing the Neat Bank Transfer or such exchange rate determined by the Foreign Exchange Provider if no such exchange rate is available and we will inform you of the exchange rate prior to confirming the Neat Bank Transfer.

9.6 A Neat Business Dashboard User may revoke his/her request to enter into a Neat Bank Transfer at any time prior to the end of the Business Day prior to the date upon which the Neat Bank Transfer is due to take place.

9.7 Once the Neat Bank Transfer has been completed, you will be able to view the completed Neat Bank Transfer on the Neat Transaction History part of the Neat Business Dashboard.

9.8 If, for whatever reason, the funds are not deposited in the Counterparty Bank Account and are returned, they will be converted into the original currency they were withdrawn from your Neat Business Account by the Foreign Exchange Provider. Due to the difference in price for purchasing and selling currencies and/or fluctuations in currency exchange rates, the amount of money you receive back into your Neat Business Account may be more or less than the amount that was originally redeemed to perform the Neat Bank Transfer. Neither Neat nor the Foreign Exchange Provider nor ePaylinks is liable for any losses you incur in this respect.

9.9 We or the Foreign Exchange Provider or ePaylinks are not obliged to make a credit to the Counterparty Bank Account before we are satisfied that your Neat Business Account has sufficient cleared funds to complete the requested Neat Bank Transfer.

9.10 Where Neat Bank Transfers are made to places outside of Hong Kong, Neat shall communicate instructions submitted through the Neat Business Dashboard or Neat Business App to the Foreign Exchange Provider for processing. Neat is not responsible, and shall not be liable to you in relation to the processing of any transactions submitted through Neat Business Services. Neat does not operate the Neat Business Account which is provided by ePaylinks nor does it provide a money remittance service which is provided by the Foreign Exchange Provider.

ATM Withdrawals 10.1 Subject to any restrictions put on the relevant Neat Cardholder on the Neat Business Dashboard and the Neat Cardholder Terms, Neat Cardholders can use their Neat Cards to withdraw cash at an ATM from the relevant Neat Business Account. The Neat Cardholder will need to follow the instructions on the ATM machine to perform the ATM Withdrawal. This may involve entering his/her PIN.

10.2 ePaylinks will only allow an ATM Withdrawal from a Physical Neat Card where there are sufficient funds allocated to the Neat Card in the Neat Business Account for the ATM Withdrawal.

Neat Card Purchases 11.1 Subject to the restrictions put on the relevant Neat Cardholder on the Neat Business Dashboard and the Neat Cardholder Terms, Neat Cardholders can use their Neat Card to purchase goods and/or services from a merchant either online or at a point of sale terminal anywhere that accepts the Neat Card. The Neat Cardholder will need to follow the instructions on the relevant website or point of sale machine to perform the Neat Card Purchase. This may involve the Neat Cardholder entering the details of Neat Card (the card number, expiry date and CVV number) or his/her PIN.

Your Balance and Negative Balances 12.1 You acknowledge that balances and available funds reported on the Neat Business Dashboard are only approximate real time balances rather than the settled balances in your Neat Business Account. A real time balance may not take into account pending debits and credits. Neat will provide you with information on pending debits and credits as soon as it has that information.

12.2 Your Neat Business Account must not be overdrawn. If at any time and for any reason you have a negative balance in your Neat Business Account, you agree to immediately Top Up your Neat Business Account in accordance with Clause 6 (Top Ups to your Neat Business Account) with an amount at least equal to the shortfall so as to restore your Neat Business Account to a positive balance. An amount equivalent to such shortfall is deemed due and payable upon the occurrence of the relevant negative balance without our prior notice. If you fail to do so we or ePaylinks:

may exercise our right of set off in accordance with Clause 17 (Our Right to Set-Off) of these Terms; initiate a Chargeback procedure for any specific transaction which led to your Neat Business Account having a negative balance; or take debt collection measures including mandating a debt collection agency or legal counsel or to pursue the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts.

Security and System Compatibility 13.1 You must ensure that all Neat Business Dashboard Users and Neat Cardholders take all reasonable steps to:

keep his/her Username and Password safe; ensure that access to the Neat Business Dashboard and Neat Business App is kept safe; comply with such reasonable instructions that we or ePaylinks may issue to you from time to time in relation to the use of Neat Business Services; and not do anything during or after the term of these Terms which may result in the security of the Neat Business Services provided, including the Neat Business Dashboard, the Neat Business App or the Neat Business Account Portal, being compromised. 13.2 The requirement in Clause 13.1 includes, but is not limited to, for the avoidance of doubt:

each Neat Business Dashboard User: logging off the Neat Business Dashboard every time he/she leaves the computer (or other device) used to gain access to the Neat Business Dashboard; keeping the computer the Neat Business Dashboard User uses to gain access to the Neat Business Dashboard safe and secure and locked with a secure password; not writing down or telling anyone his/her Username or Password; changing his/her Password regularly; if he/she receives any SMSs or emails, questionnaires, surveys, or other links that require you to provide his/her Password, not providing your information and contacting our customer support team via the chat function on the Neat Business Dashboard; ensuring that the computer and e-mail account(s) and mobile phone he/she uses to communicate with us are secure and only accessed by the Neat Business Dashboard User, as the computer, e-mail address and mobile phone may be used to reset his/her Password or to send information relating to the security of the Neat Business Dashboard; if at any time he/she thinks that his/her Password has been lost, stolen or any other person knows his/her Password, informing customer support immediately via the chat function on the Neat Business Dashboard; irrespective of whether or not the Neat Business Dashboard User is using a public, a shared or his/her own computer (or other device) to access the Neat Business Dashboard: always ensuring that his/her login details are not stored by the browser or cached or otherwise recorded; and never using any functionality that allows the Username and/or Password to be stored by the computer or other device he/she uses to gain access to the Neat Business Dashboard. each Neat Cardholder: keeping his/her Neat Card safe and secure; not writing down or telling anyone his/her PIN or details of the Neat Card; disabling his/her Neat Card or otherwise reporting to us, at any time if he/she thinks the security of the Neat Card is at risk, for example, if it is lost or stolen; 13.3 All Neat Transactions are processed by automated methods, and anyone who obtains access credentials to the Neat Business Dashboard or access to a Neat Card could use it to enter into Neat Transactions without your permission. If you, a Neat Business Dashboard User and/or a Neat Cardholder notices misuse, theft or unauthorized use of Username, Password or PIN or any other activity that makes you suspicious, you must contact the customer support team using the chat function on the Neat Business Dashboard. If you suspect identity theft or theft of money, we suggest that you contact your local police as well.

13.4 You confirm that the security procedures that we and ePaylinks use to control the operation of the Neat Business Services from time to time are adequate to protect your interests.

13.5 You must ensure that you have compatible hardware and software to use the Neat Business Services, including in order to access the Neat Business Dashboard, the Neat Business App and the Neat Business Account Portal.

Restrictions on the use of the Neat Business Services 14.1 You shall not (and shall procure that no Neat Business Dashboard User and Neat Cardholder will):

use the Neat Business Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law. Neat will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator; use the Neat Business Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full; breach these Terms or the Neat Cardholder Terms or any other agreement or policy that you, any Neat Business Dashboard User or any Neat Cardholder have agreed with Neat or with the Neat Card Issuer; create more than one Neat Business Account without our prior written consent; use the Neat Business Services to violate any law, statute, ordinance, or regulation; use the Neat Business Services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services; use the Neat Business Services to conduct activities pertaining to adult entertainment/pornography, auction houses, charities, chemicals and allied products, dating and escort services, binary options, legal services, political or religious organisations, video game arcades or establishments and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes; infringe Neat’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; act in a manner that is defamatory, libelous, threatening or harassing when using the Neat Business Services; provide us with false, inaccurate or misleading information; use the Neat Business Services to engage in debt-collection activities; instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf; refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us; attempt to intentionally or knowingly receive or attempt to receive funds from both Neat or ePaylinks and a merchant for the same Neat Transaction; control a Neat Business Account that is linked to another Neat Business Account that has engaged in any activity prohibited by these Terms; conduct your business or use the Neat Business Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to Neat, other Users, third parties or you; use your Neat Business Account or the Neat Business Services in a manner that the Neat Card Issuer, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules; allow any of the currencies in your Neat Business Account to have a negative balance; take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or interfere or attempt to interfere with the Neat Business Services; take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers; use the Neat Business Services to test payment card behaviours; circumvent any Neat policy or determinations about your Neat Business Account including, but not limited to, attempting to create a new or additional Neat Business Account when a Neat Business Account has a negative balance or has been restricted, suspended or otherwise limited; creating new or additional Neat Business Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Neat Business Account; harass our employees, agents, or other Users; refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us; use the Neat Business Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or applicable law; use the Neat Business Services to trade foreign exchange for speculative purposes or for foreign exchange arbitrage; refuse or fail to provide further information about you or your business activities that we may reasonably request; conduct your business or use the Neat Business Services in a manner that leads us to receive a disproportionate number of claims or Chargebacks; or reveal your Password to anyone or use anyone else’s Password. 14.2 You must ensure that Neat Business Dashboard Users and Neat Cardholders only enter into Neat Transactions relating to the sale or supply of goods and services in compliance with all applicable laws and regulations. The fact that a person or entity accepts payments via a Neat Transaction is not an indication of the legality of the supply or provision of the goods and services.

14.3 We reserve the right to refuse to provide Neat Business Services and/or accept instructions to perform a Top Up from or to enter into a Neat Bank Transfer to any Restricted Countries.

14.4 If Neat, in its sole discretion, believes that you may have breached the provision of these Terms, we may take action to protect ourselves, Other Neat Users and any other third parties. The action we may take includes:

closing, suspending, or limiting your access to any or all of the Neat Business Services. disclosing such breach to: a) ePaylinks;

b) Other Neat Users, whether they have transacted with you or not;

c) your bank or credit card issuer;

d) any court or any governmental, banking, taxation or other regulatory authority or similar body, or pursuant to any applicable law or regulation; and/or

e) third parties impacted by your actions;

updating inaccurate Information you have provided to us; taking legal action against you; and/or fully or partially reversing any Neat Transaction. 14.5 Where possible, Neat will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.

Neat Transaction Limits 15.1 We shall impose at our sole discretion from time to time limits on your Neat Transactions, including limits on the number of Neat Transactions allowed to be entered into during a designated period of time and the maximum amount for each Neat Transaction (“Neat Transaction Limits”) processed through Neat Business Services. The details of your Neat Transaction Limits shall be set out on the Neat Business Dashboard from time to time.

15.2 Neat Business Dashboard Users can view these Neat Transaction Limits by logging onto the Neat Business Dashboard. Neat may, from time to time, provide you with procedures or methods to remove or increase such limits.

Suspending your use of the Neat Business Services 16.1 We reserve the right to change, suspend or discontinue any aspect of the Neat Business Services at any time, including hours of operation or availability of the Neat Business Services or any Neat Business Services feature, without notice and without liability.

16.2 Notwithstanding any other provisions in these Terms, we or ePaylinks may suspend some or all of the Neat Business Services (including the operation of the Neat Business Dashboard, the Neat Business App or the Neat Business Account Portal) for maintenance or for any other reason where we or ePaylinks reasonably consider it necessary to do so. We or ePaylinks (as applicable) will give you reasonable prior notice of the suspension where it is practical to do so.

Our Right to set-off 17.1 Upon any event which entitles us to be compensated by you, we and/or ePaylinks shall be entitled to recover any sum due to us and/or ePaylinks by retaining part or all of any sum under any Neat Transaction or otherwise. You shall have no similar right of set-off. For the avoidance of doubt, this includes if one of the currency balances in your Neat Business Account shows that you owe us an amount of funds for any reason or has a negative balance, Neat and/or ePaylinks may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance or by deducting amounts you owe us from money you receive into your Neat Business Account, or money you attempt to withdraw or send from your Neat Business Account, or in a different Neat Business Account which you control and by deducting funds from any withdrawals you attempt to make.

17.2 If the amount owed to us is in a currency which is different to the money you hold in your Neat Business Account, we and/or ePaylinks shall convert the amount you hold to the currency of the amount you owe us by applying such exchange rate as determined by us and/or ePaylinks at our absolute discretion. We do not need to notify you of this conversion occurring.

General Liability 18.1 You are responsible for the acts and omissions of the Neat Business Dashboard Users and Neat Cardholders under these Terms as if they were your own.

18.2 Neat shall communicate instructions submitted through the Neat Business Dashboard to ePaylinks for processing. Neat is not responsible, and shall not be liable to you in relation to the processing of any transactions submitted through Neat Business Services. Neat does not operate the Neat Business Account which is provided by ePaylinks.

18.3 We shall not be liable for non-execution or defective execution in relation to a P2P Instant Transfer or Neat Bank Transfer made in accordance with a unique identifier given to us by a Neat Business Dashboard User which proves to be incorrect.

18.4 We are not liable to you for the correct execution of a P2P Instant Transfer, a Neat Bank Transfer, an ATM Withdrawal or a Neat Card Purchase, if the payee’s payment services provider received the payment.

18.5 We shall not be liable to you for any:

delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including any action or inaction by you or any third party, any Force Majeure Event, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances; or consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of us failing to perform our duties under a Neat Transaction; or losses as a result of a requirement imposed on us under any law or regulation. 18.6 You are responsible for all liabilities, financial or otherwise, incurred by the Neat Card Issuer, Neat, an Other Neat User, or a third party caused by or arising out of your breach of these Terms, your use of the Neat Business Services, and any use of your Neat Business Account. You agree to reimburse the Neat Card Issuer, Neat, an Other Neat User, or a third party for any and all such liability, to the extent not prohibited by applicable law.

18.7 You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your Neat Business Account at any time, irrespective of termination, suspension or closure.

18.8 You alone are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Neat Business Services, including those related to export or import activity, taxes or foreign currency transactions. You are liable to the relevant authority and other subjects for fulfilment of all tax obligations independently. Neat shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied you.

18.9 You agree to indemnify and hold Neat, our third party providers, our employees or agents who are authorised to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your, the Neat Cardholders, the Neat Business Dashboard Users or your other employees’ or agents’ breach of these Terms, breach of any law and/or use of the Neat Business Services.

18.10 Nothing in these Terms shall operate to exclude liability for death or personal injury or for fraud or fraudulent misrepresentation or for any liability that cannot be excluded or amended by law.

18.11 In no event shall Neat be liable for loss of profits or any special, incidental or consequential damages arising out of these Terms or otherwise in connection with the Neat Business Services, howsoever arising.

18.12 To the extent permitted by applicable law, Neat is not liable, and you agree not to hold it responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

Neat Business Dashboard Users and Neat Cardholders acting under your authorisation in accordance with these Terms and the limitations imposed upon them on the Neat Business Dashboard; your inability to use the Neat Business Services for whatever reason; delays or disruptions in the Neat Business Services; viruses or other malicious software obtained by accessing the Website or any associated site or service; glitches, bugs, errors, or inaccuracies of any kind in the Neat Business Services; the content, actions, or inactions of third parties; a suspension or other action taken with respect to your Neat Business Account; your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms or Neat’s policies; illegal actions and operations of third persons performed using counterfeited and/or illegal documents or illegally received data; 19. Withdrawing Funds

19.1 A Neat Business Dashboard User may withdraw funds from your Neat Business Account by entering into a Neat Bank Transfer and choosing a User Bank Account as the Counterparty Bank Account.

Closing Your Account 20.1 Your Neat Business Account will be closed and access to the Neat Business Services shall be terminated at the end of the term in accordance with Clause 3.1 or upon termination of these Terms in accordance with and Clause 29 (Termination).

20.2 If your Neat Business Account holds a balance at the time of its closure, we or ePaylinks shall ask you to withdraw your funds in full, subject to our right of set off in accordance with Clause 17 (Our Right to Set-Off), within 7 days, during which your Neat Business Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your Neat Business Account or the Neat Business Services. You may withdraw any remaining funds by contacting customer support and requesting that the funds be sent to you by returning the funds by either a card refund or bank transfer. When your Neat Business Account is closed, any pending instructions submitted through Neat Business Services will be cancelled.

20.3 You may not close your Neat Business Account to evade an investigation. If you attempt to close your Neat Business Account while Neat is conducting an investigation, we or ePaylinks may freeze the account to protect all parties to the Neat Business Services, its affiliates, or a third party against any liability. You will remain liable for any obligations related to your Neat Business Account even after it is closed.

Notice and Communications 21.1 You agree and consent to electronic receipt of all Communications that we provide in connection with the Neat Business Services. We will provide Communications to you by making them available on the Neat Business Dashboard or by emailing them to you at the primary email address listed in your Neat Business Account Profile.

21.2 It is your responsibility to ensure that Neat Business Dashboard Users log onto the Neat Business Dashboard regularly and regularly review the Neat Business Dashboard, the Website and their primary email address and open and review communications that we deliver to you through those means. You are obligated to review your notices and Neat Transaction History, and to promptly report any questions, apparent errors, or unauthorized Neat Transactions. Failure to contact us in a timely manner may result in loss of funds or important rights.

21.3 We may contact you from time to time to notify you of changes or information regarding Neat Business Services. It is your responsibility to ensure you regularly check the Neat Business Dashboard and that your contact information stored on your profile in the Neat Business Dashboard is up to date. You may contact us in accordance with these Terms via the chat function on the Neat Business Dashboard.

21.4 Any electronic communication made under or in connection with the Neat Business Services may be made by electronic mail, publication on the Neat Business Dashboard, the Website, the Neat Business App or any other electronic means available under these Terms, and any such electronic communication will be effective when effected.

Data 22.1 The processing of your data is governed by these Terms, any applicable Supplements as well as our Privacy Policy.

22.2 Neat reserves the right to transmit the Information or personal data about you as well as activity in your Account to law enforcement institutions, state authorities and financial institutions, if such is necessary to comply with relevant legislation, and in order to identify whether these Terms and relevant legislation have not been violated.

22.3 By providing Neat with an email address you consent to receive email messages at that email address for service-related matters. We will not share your phone number with non-affiliated third parties for their purposes without your consent and we will never market, advertise, or solicit you using autodialling or pre-recorded messages, but we may share your phone numbers with the Neat Card Issuer, our affiliates or with other service providers, such as billing or collections companies, who may contact you using autodialled or pre-recorded message calls or text messages.

22.4 You understand and agree that Neat may, without further notice or warning and in our discretion, monitor or record the telephone conversations you or anyone acting on your behalf has with Neat or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with Neat may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Neat, and Neat does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

22.5 You agree that we can use your Information in connection with your use of Neat Business Services, to enable us to review, develop and improve our products and services as well as providing you with functionality of the Neat Business Services. This may involve providing your Information to our partners, affiliates, agents, distributors and suppliers to process Neat Transactions and for their statistical research and analytical purposes. We may also disclose your Information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity.

Intellectual Property 23.1 The Neat Business Dashboard, the Neat Business App and the Website and all intellectual property rights contained therein, including any content, are owned or licenced by us. Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Neat’s intellectual property include “neat.hk,” and all logos related to the Neat Business Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Neat. You may not copy, imitate, or use them without our prior written consent. You may not copy, imitate or use Neat’s intellectual property rights without prior written consent.

23.2 We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.

23.3 Nothing in these Terms grants you any legal rights in the Neat Business Dashboard and/or the Website, other than as necessary to enable you to access the Neat Business Dashboard. You agree not to adjust or try to circumvent or delete any notices contained on the Neat Business Dashboard (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the Neat Business

Dashboard.

Requesting Information 24.1 You may request, at any time during the extent of these Terms, a copy of these Terms.

Customer Support and Complaints 25.1 We take all complaints seriously. Any complaints about us or the Neat Business Services should be addressed to the chat function on the Neat Business Dashboard. You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query.

25.2 A final response to your complaint, or a letter explaining why the final response has not been completed, will be sent to you within 8 weeks of your complaint having being made. Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.

Amendments to These Terms 26.1 These Terms may be amended unilaterally by us, by providing you with one month’s notice. These changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us to the contrary. If you do notify us to the contrary, your notification will be deemed to be a notice that you wish to terminate the Neat Business Services on the date upon which the changes are to take effect.

Fees 27.1 You shall pay to us a monthly Subscription Fee in an amount as set out in Schedule 1 corresponding to the amount of Neat Cards you have signed up to.

The Subscription fees shall be paid monthly in arrears during the Annual Term.

27.2 In addition to the Subscription Fees, we charge:

fees for the issuance of Physical Neat Cards and the delivery of Physical Neat Cards; fees for withdrawing cash at an ATM; any other transactional fees as clearly shown on the Neat Business Dashboard prior to completing an action and accepted by a User. 27.3 We shall deduct the Subscription Fees that are due and payable to us from the HKD currency balance in your Neat Business Account. If there is not enough HKD balance in your Neat Business Account, we shall deduct the equivalent Subscription Fees from a different currency balance(s) using our exchange rates. We reserve the right to suspend your access to your Neat Business Services if any Subscription Fee due and payable to us are not paid in full by you on time.

27.4 Fees for the issuance and delivery of Physical Neat Cards shall be charged at the time the request for Physical Neat Card is made and we shall deduct such fees from the balance in your Neat Business Account. If your Neat Business Account balance is insufficient to cover the fees for the issuance and/or the delivery of the Physical Neat Card, we may refuse to issue the Physical Neat Card.

27.5 ATM Withdrawal fees will be charged at the time the ATM Withdrawal is performed and we shall deduct such fees from the balance in your Neat Business Account at the same time as the ATM Withdrawal. If a Neat Card balance is insufficient to cover the ATM Withdrawal Fees, the Neat Card Issuer may refuse to execute the ATM Withdrawal. Please be aware that some ATM providers charge additional fees for the use of their ATMs and some merchants add a surcharge for accepting certain types of cards. You may also be subject to merchant’s terms and conditions of business when the Neat Cardholders use the Neat Card and it is your and the Neat Cardholder’s (on your behalf) responsibility to review and agree these before proceeding with a Neat Card Transaction.

Warranty 28.1 The Neat Business Services are provided on an “as is,” “as available” basis and without any representation or warranty, whether express, implied or statutory. Neat, and the officers, directors, agents, joint venturers, employees and suppliers of Neat, make no representation or warranty of any kind whatsoever for the services or the content, materials, information and functions made accessible by the Neat Business Services used on or accessed through the Neat Business Services, or for any breach of security associated with the transmission of sensitive information through the Neat Business Services.

28.2 Neat does not warrant that the Neat Business Services will be uninterrupted or error free. Neat shall not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Neat Transactions or the Neat Business Services.

28.3 Neat does not have any control over the products or services that are paid for using the Neat Business Services.

28.4 Neat is not responsible for the quality, performance, or any consequential results of the products and/or services purchased using the Neat Business Services.

Termination 29.1 Neat, in its sole discretion, may terminate the provision of the Neat Business Services to you at any time, by giving you two months’ notice. The termination of the provision of the Neat Business Services to you will not affect any of our rights or your obligations arising under these Terms.

29.2 If you have chosen to pay annually in advance for your Subscription Fees then you will be reimbursed accordingly on a pro-rata basis.

29.3 We may at any time terminate the provision of the Neat Business Services to you with immediate effect by giving written notice to you if:

you breach any of these Terms; as a result of any laws, payment scheme rules, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof), it is or becomes unlawful or contrary to any such law, rules, order or regulations for us to provide the Neat Business Services. there is a change of control of you or you dispose of a substantial part of your assets. In this Clause, “control” means the possession by any person(s) or nominee(s) directly or indirectly of the power to direct or cause the direction of another person and “change of control” is construed accordingly; we are unable to verify your information in the manner set out in these Terms; any litigation, arbitration or administration proceedings is current, pending or threatened against you, which proceedings alone or together with any such proceedings may have a material adverse effect on you; a creditor takes possession of all or any part of your business or assets or any execution or other legal process is enforced or sued out against all or any of your asset and is not discharged withdrawn or discontinued within 30 days; a voluntary petition is presented or an involuntary proceeding is commenced, which is not dismissed within 60 days or an order is made or an effective resolution is passed for the winding up, liquidation, reorganization, dissolution or bankruptcy of you (other than solvent reorganisation on terms approved by us) or for the appointment of a liquidator, receiver, official administrator, trustee or similar officer of you or of all or any part of your business or assets; you become insolvent or stops or suspends or threatens to stop or suspend payments of all or a material part of your debts to or is unable or admits its inability to pay its debts as they fall due or begins negotiation or takes any proceeding or other step with a view to readjustment, rescheduling or deferral of all or any part of your indebtedness which it would otherwise be unable to pay when due or proposes or makes a general assignment or arrangement or composition with or for the benefit of its creditors or a moratorium is agreed or declared in respect of or affecting all or a material part of your indebtedness; we have reason to believe that your business and/or use of the Neat Business Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the Neat Business Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you; you cease to carry on all or a material part of your business or there is a material change in the type of business activities you carry out; there is a significant fluctuation (either positive or negative) in the aggregate number of Neat Transactions you enter into or the average Monthly Top-Up Volume; you and/or the Neat Business Dashboard Users and/or the Neat Cardholders have acted or omitted to act in any way which we reasonably determine to diminish our or the Neat Card Issuer’s business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or we are unable to provide the Neat Business Services to you through the inability of any third party to provide us with any good and/or service that we require to provide the Neat Business Services to you. 29.4 Notwithstanding our rights under any other provisions of this Clause 29, if you have breached any of these Terms (including a breach of your obligation to pay us any amount owing), we may:

suspend your use of the Neat Business Services (in whole or in part) for as long as we determines appropriate and in which case we will not treat any order for a Neat Transaction that you may wish to make as being received by us; report any Neat Transaction or any other relevant information about you and your use of the Neat Business Services to the relevant regulatory authority, law enforcement agency and/or government department; and/or if appropriate, seek damages from you. 29.5 Termination of the Neat Business Services requires the closing of your Neat Business Account in accordance with Clause 20 (Closing your Account) and the termination of all Neat Cards and the associated Neat Cardholder Terms. Neat will, in conjunction with the Neat Card Issuer, deal with your remaining balance in accordance with these Terms and the Neat Cardholder Terms.

29.6 Any provision of these Terms which is or declared by any court or tribunal of competent jurisdiction to be illegal, invalid or unenforceable in any respect under the applicable law shall be severed from these Terms to the maximum extent permissible by the applicable law without in any manner affecting the legality, validity or enforceability of the remaining provisions of these Terms, all of which shall continue in full effect.

Miscellaneous 30.1 In order to use other functions of the Neat Business Services, you may be requested to accept other terms and conditions, either with Neat or with a third party.

30.2 To be eligible to use the Neat Business Services, you must:

pass our regulatory due diligence checks; not be in breach of these Terms; and not have had any previous Neat Business Account closed by us. 30.3 These Terms shall be governed by Hong Kong law and any claim or dispute under these Terms shall be subject to the exclusive jurisdiction of the Courts of Hong Kong.

30.4 Save for ePaylinks and the Foreign Exchange Provider who may both enforce these Terms directly, these Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Terms under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong) or otherwise.

30.5 The funds in your Neat Business Account belong to the person or legal entity which is registered as the Neat Business Account holder. We recognise only the rights of the holder of the Neat Business Account. You cannot assign or transfer legal ownership of the Neat Business Account to anyone.

30.6 It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your Neat Transactions, or for collecting, reporting or remitting any taxes arising from any Neat Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Neat Business Services, including the reporting and payment of any taxes arising in connection with Neat Transactions made through the Neat Business Services. If you are required to deduct any tax from a payment to us or ePaylinks, you must increase the amount payable so that we or ePaylinks (as applicable) receive the amount that should have been received if no deduction had been required.

30.7 If we fail to enforce any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.

30.8 You may not transfer or assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your Neat Business Account without Neat’s prior written consent. Neat reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.

30.9 We may comply with any subpoena, levy, or other legal process which we believe to be valid. We may notify you of such process electronically, by phone, or in writing.

30.10 Both the Neat Card Issuer and Neat have the right to change any of its third-party service providers, with or without notice.

30.11 Neat reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.

30.12 We do not provide advice and contract on an execution only basis. We may provide information to you from time to time, for example via the Neat Business Dashboard or the Website, but we will not and do not provide advice to you either upon the merits of a proposed Transaction or upon any other matter. Before entering into any Neat Transaction you and the Neat Business Dashboard Users and Neat Cardholders (on your behalf) must make your and their own independent assessment as to whether it is appropriate to enter into a Neat Transaction based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every Neat Transaction which you and the Neat Business Dashboard Users and Neat Cardholders (on your behalf) enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such Neat Transaction. Foreign currency exchange rates are subject to fluctuations outside our control. Past movements or trends in the movement of foreign currency exchange rates should not be taken as an indicator of future movements in such exchange rates. You will indemnify us or ePaylinks against all costs, charges and expenses incurred in relation to any currency conversion conducted under these Terms. Neither we nor ePaylinks shall have any liability to you in respect of any loss resulting from any fluctuation in exchange rates after any such conversion.

30.13 Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.

30.14 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

30.15 The Schedules form part of these Terms and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

30.16 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

30.17 Unless the context requires otherwise, words in the singular shall include the plural and in the plural shall include the singular.

30.18 Unless the context requires otherwise, a reference to one gender shall include a reference to the other genders.

30.19 These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

30.20 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

30.21 A reference to writing or written includes email and the chat function on the Neat Business Dashboard.

30.22 An obligation upon you includes an obligation upon the Neat Business Dashboard Users and Neat Cardholders.

30.23 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

30.24 These Terms shall be concluded and interpreted in the English language. If these Terms are translated into another language the English version shall apply and prevail.

30.25 A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.

30.26 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

30.27 Supplements to these Terms are an integral part of these Terms, under which you and Neat agree on usage of specific services as defined in the Supplements.

Schedule 1 — Fees

Cards

Neat prepaid MasterCard – 60 HKD / month

Transaction Refund – 4 HKD

Card Replacement – 50 HKD

ATM Withdrawal – 2%. With minimum fee of 25 HKD

Outgoing Payments

Payment to Neat Personal Cards – FREE

Standard payment to Hong Kong bank account (next business day) – 30 HKD

Express payment to Hong Kong bank account (same day) – 60 HKD

International payment – 90 HKD

Incoming Payments

Standard payment from Hong Kong bank account – FREE

Express payment from Hong Kong bank account – 15 HKD

International payment – 50 HKD

Personal Terms & Conditions

10 February 2017

GENERAL TERMS AND CONDITIONS

NEAT LIMITED – MOBILE APP

  • General
    1.1 You should read these General Terms and Conditions carefully and make sure that you understand them before using the Neat App. If you do not accept these General Terms and Conditions, you may not access or use the Neat App.
  • The General Terms and Conditions (as defined below) will apply each time you access and use the Neat App, including any updates or supplements to the App. The General Terms and Conditions comprise:

    (A) these terms and conditions;

    (B) the Privacy Policy ; and

    (C) all other documents referred to herein,

    in the event of inconsistency between the terms and conditions of the documents listed above, (A) shall take priority over both (B) and (C), and (B) shall take priority over (C). In case of discrepancies between the English and any Chinese versions of the General Terms and Conditions, the English version shall apply and prevail.

    1.2 These General Terms and Conditions were most recently updated on September 30, 2016. Neat amends these General Terms and Conditions from time to time as set out in Clause 3.5 . The version of these General Terms and Conditions in force at the time you access or use the Neat App shall apply at that time.

  • Definitions
    2.1 In these General Terms and Conditions, unless the context otherwise requires, the following words have the following meanings:
  • “AMLO” means the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615).

    “App” or “Neat App” means the Neat mobile application of Neat Limited, as available in the relevant app store for your Device.

    “Business Day” means between the hours of 09.00 to 17.00 in Hong Kong not including Saturdays, Sundays or any public or statutory holidays in Hong Kong.

    “Contents” means all or any of the data, texts, buttons icons, links, HTML codes, trademarks, softwares, music, audio and/or visual information, photographs, graphics, pictures, series of moving pictures, (animated or otherwise), movies, merchandises, products, advertisements, services or any compilation collection combination of all and/or any of the items mentioned above and/or any other contents materials and/or information displayed on the App, including these General Terms and Conditions.

    “Device” means any smartphone or handheld device that is controlled by you and onto which the Neat App can be downloaded.

    “End User” or “you” means an end user of the App.

    “ePaylinks” means ePaylinks Technology Co., Limited (易票聯支付技術有限公司) a company incorporated in Hong Kong with company number 0364134.

    “Force Majeure Events” means any event arising from any cause preventing a party from performing any or all of its obligations under these General Terms and Conditions which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented.

    “General Terms and Conditions” means the terms and conditions governing Neat”s provision of, and your rights of access and use of, the Neat App, and comprise the documents set out in Clause 1.1.

    “Marks” has the meaning given to it in Clause 16.3 .

    “MasterCard” means MasterCard Inc.

    “Neat” or “Neat Limited” or “we” or “us” means Neat Limited a company incorporated in Hong Kong with company number 2312276 or any of its affiliates.

    “Prepaid Card” means the co-branded prepaid card issued by ePaylinks and licensed by MasterCard Asia/Pacific Pte Ltd upon application by an End User, subject to ePaylinks” terms and conditions.

    “Prepaid Card Account” means your account with ePaylinks for the purpose of ePaylinks issuing a Prepaid Card to you.

    “Services” means the services offered by us to you via the Neat App as set out in Clause 3.1 .

    “Transaction” means a transaction, including the purchase of goods and/or services, effected by the use of the Prepaid Card.

  • Scope of service
    3.1 You may use the App to carry out some or all of the following services:
  • (A) open a Prepaid Card Account; and

    (B) order a Prepaid Card; and

    (C) get instructions to facilitate top-ups of your Prepaid Card Account; and

    (D) check the balance of your Prepaid Card Account; and

    (E) check the transaction records of your Prepaid Card Account; and

    (F) analyse your spending behaviour; and

    (G) make peer-to-peer payments to other Neat App users

    (H) set spending budgets and related alerts; and

    (I) remotely switch on or off the usage of your Prepaid Card; and

    (J) help you with any issues related to your Prepaid Card Account you may have

    (together, the “Services”). Not all of the above Services may be available to you. You must not use the Neat App for any other purpose.

    3.2 You acknowledge and agree that:

    (A) provision of the Services is conditional upon your successful completion of verification of identity for the purpose of the AMLO; and

    (B) By tapping “SIGN UP” in the Neat App you shall be legally bound by these General Terms and Conditions and hereby authorise Neat to allow access to the designated account(s) in order to provide you with the Services; and

    (C) the effective date of these General Terms and Conditions is the date upon which you first tap “SIGN UP” in the Neat App.

    3.3 The issue of the Prepaid Card is the responsibility of ePaylinks. Neat does not offer prepaid cards or any other stored value facility. You are responsible for complying with the terms and conditions provided by ePaylinks in order to maintain the continued validity of your Prepaid Card. We do not guarantee that the application for a Prepaid Card will be made successfully. In addition, upon successful application for a Prepaid Card, we are not liable for the refusal by any merchant to accept your Prepaid Card as a form of payment.

    3.4 We are not responsible for authorising, validating or effecting any Transaction or crediting any refunds to your Prepaid Card Account. No dispute relating to your use of the Prepaid Card with ePaylinks, any authorised merchants or other third parties shall prejudice your responsibilities to Neat under these General Terms and Conditions.

    3.5 We reserve the right to change the provisions of these General Terms and Conditions from time to time and such changes will be communicated in accordance with Clause 12 of these General Terms and Conditions. If you continue to use our Service via the App after such changes have been notified, this will constitute acceptance of the amended terms and conditions.

  • Account opening
    4.1 You may access and use the Services upon successful registration of a personalised account with us and completion of the relevant login code and password.
  • 4.2 In order to register for a personalised account with us,

    (A) you must be a natural person who is 16 years old or above, reside in Hong Kong or be a citizen of any country that is not on this list ; and

    (B) from within the App, you must complete a designated registration process by furnishing us with all true and accurate information required and agreeing to comply with our Privacy Policy.

    We reserve all rights, at our sole discretion, to set other eligibility criteria or revoke an account without giving any reason for doing so.

  • Required documents to verify your identity
    5.1 Amongst other identity verification processes, we require you to use the Neat App to submit a scan of the following documents via the App:
  • (A) Your current and valid passport; or

    (B) Your current and valid Hong Kong Identity card.

    The verification process is conducted by Neat on behalf of ePaylinks.

    5.2 We may, if necessary, conduct further personal identification checks on you.

    5.3 If you fail to provide the information pursuant to Clauses 5.1 and 5.2 above, we may refuse to open an account for you and/or ePaylinks may refuse to issue a Prepaid Card to you.

  • Grant of license, access and security
    6.1 In consideration of you agreeing to comply with these General Terms and Conditions, we grant you a non-transferable, non-exclusive license to use the App on your Device, subject to the terms entered into between you and the relevant app store provider. We reserve all other rights.
  • 6.2 Subject to Clauses 7 , 8 and 16 below, You may:

    (A) download and install a copy of the App onto your Device and to view, use and display the App on the Device for your personal purposes only; and

    (B) use the information displayed on the App for your personal purposes only.

    6.3 Your Neat App account is accessed by using a unique login code and a password as specified by you to ensure that your account is safe from unauthorised access by any third parties

    6.4 We will automatically log you out of the Neat App if it has not been used for 15 minutes.

    6.5 You must take all reasonable precautions to keep safe and prevent fraudulent use of your Device and security information. These precautions include:

    (A) not leaving your Device unattended whilst logged in the account;

    (B) keeping your security details unique and distinguishable for the account;

    (C) if you choose to activate fingerprint sign-on, ensure that yours is the only fingerprint registered on the Device;

    (D) keeping login code, password or other security features introduced in connection with the Neat App strictly confidential and secure against tampering, unauthorised use or disclosure;

    (E) referring to and complying with all security procedures, conditions and directions regarding access to and use of the Neat App as notified by us from time to time, including procedures relating to the use of login codes; and

    (F) notifying us as soon as reasonably practicable at [email protected] in the event:

    (1) of your login code or password having been accessed or disclosed to unauthorised third parties or otherwise compromised;

    (2) that you have any reason to suspect unauthorised use of your login code and/or password; or

    (3) of your Device being lost or stolen.

    6.6 We may act and rely on the correct entry of a login code and password as conclusive evidence of your identity to whom the login code is assigned to. Unless Neat is notified in accordance with Clause 6.5(F) :

    (A) we will not be obliged in any manner to investigate or take any other step to verify your identity; and

    (B) you will remain liable for any access and/or use of the App and the consequences of such use.

    6.7 With the exception of any service provided by us at our discretion from time to time, you acknowledge and agree that you are responsible for obtaining at your sole cost any relevant licences, consents, software, Internet connectivity and equipment necessary for the End User(s) to access and use the Neat App.

  • Access to Services subject to restrictions
    7.1 By choosing to use the Neat App, you acknowledge and agree that:
  • (A) any information displayed on the App is provided for your information only and is not to be further distributed without the consent of Neat. Neat accepts no liability whatsoever for the actions of third parties in this respect;

    (B) we cannot guarantee that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your Device. We are not responsible for any loss you may incur as a result of this;

    (C) the Neat App is provided “as-is” with no warranty, representation, guarantee or agreement of any kind as to its functionality, merchantability, quality or fitness for any particular purpose;

    (D) Neat assumes no responsibility for the content of website links within the App or third party software or services that may be offered through the App (including those provided by ePaylinks). The ability to access such links, software or services should not be interpreted as an endorsement by Neat. Neat is not be liable for any loss or damage that may arise from the End User”s accessing or using such links, software or services; and

    (E) in order to ensure that the App will function properly and efficiently, we may carry out regular testing of the App which may require periodic updates to the App to be installed. For some Devices, such updates will be downloaded automatically; you are otherwise required to download and install the update supplied by the relevant app store provider or operator for your Device. Depending on the update, you may not be able to use the App until the latest version has been installed.

    7.2 You must not:

    (A) use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these General Terms and Conditions, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;

    (B) infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not licensed by these General Terms and Conditions);

    (C) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;

    (D) use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

    (E) collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

    7.3 You agree:

    (A) not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;

    (B) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;

    (C) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

    (D) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing to the extent permitted by applicable laws and regulations;

    (E) not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without our prior written consent; and

    (F) you must not use the App on any Device or operating system that has been modified outside the Device or operating system vendor supported or warranted configurations. This includes Devices that have been “jail-broken” or “rooted”.

  • Information displayed on the App and in relation to your Prepaid Card Account
    8.1 You acknowledge and agree that information displayed in the App may not be the same as that displayed in the system of ePaylinks in connection of your Prepaid Card Account, owing to the different data feeds of the two services. Please refresh the Neat App frequently to ensure the latest data feeds are reflected.
  • 8.2 Information displayed in the App including transaction records of your Prepaid Card Account is solely prepared for your convenience and may not fully and accurately reflect all transactions which have been carried out using your Prepaid Card during a relevant period owing to various reasons including the difference in time zones and settlement procedures.

    8.3 You acknowledge and agree that you shall not rely on any and all information displayed in the App for tax or other reporting purposes.

    8.4 Neat is not be responsible for:

    (A) any loss or liability sustained or borne by you due to the improper use of the Prepaid Card, the malfunctioning of the Prepaid Card or any other system provided by ePaylinks, the use of any services or supply of any products provided by ePaylinks in connection to the Prepaid Card;

    (B) any delays or errors in the provision of ePaylinks” services in connection with your Prepaid Card; or

    (C) loss or damage of any nature directly or indirectly sustained by you due to any suspension, cancellation, termination or non-approval by ePaylinks.

  • Interruption in service
    9.1 We do not guarantee that you will have error-free, uninterrupted access to the Services. You acknowledge and agree that there may be occasions where the Services are disrupted or delayed from time to time for whatever reason and are not available for access or use.
  • 9.2 We hereby exclude any and all liability to each End User and/or any third party for any loss, damage or claims arising from or in connection with:

    (A) delays, disruption, technical faults, breakdowns, non-availability or interruptions (including maintenance work), transmission errors, illegal interventions into transmission networks, interception, suspension, delay, loss, mutilation or other failure of Services;

    (B) a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your Device, other computer equipment, software, data or other proprietary material due to the use of the Services or the downloading of any content in them, or on any website linked to them;

    (C) Force Majeure Events; and

    (D) IT or communication systems/computers of the End User or of any third party (including systems in the public domain).

  • Charges
    10.1 Details of the fees for the Services and services provided by ePaylinks are provided in this link.
  • 10.2 In addition to the fees referred to in Clause 10.1 above, your Device network operator may charge you for accessing the App and these charges may vary if you access it when abroad. You are responsible for these charges.

  • Protection of personal data
    11.1 Personal data collected by Neat via your access and use of the Neat App will be used by us in accordance with the terms of the Privacy Policy.
  • 11.2 You confirm that you have received, read and understood our Privacy Policy from time to time, and all other privacy policy documents which we may publish, and you agree to be bound by their contents. The latest version of our Privacy Policy can be obtained at http://www.neat.hk/privacy.

  • Communications and notices
    12.1 Communications between the End User and Neat shall be by email, chat, telephone, post, or by a notification message within the Neat App. As part of the sign up process for the Neat App, you will supply an address, an email address and a telephone number to Neat at which you may be contacted for the purpose of such communications. Should there be any change to your contact details during the term of these General Terms and Conditions, you will immediately notify Neat and provide your updated contact details in the relevant form specified. Requests for alterations will be processed within a reasonable period, and until Neat has processed the alteration the most recently supplied contact details shall be valid.
  • 12.2 Any notice, demand or communication to be given by us to you shall be deemed to have been given if:

    (a) sent by email to the email address provided by you;

    (b) sent by hand or post to any address provided by you,

    and any notice sent by us shall be deemed (notwithstanding that it may not in fact be received and even if we know of such fact) to have been received on the calendar day of dispatch if delivered by hand or email and on the following calendar day if delivered by post.

    12.3 You agree that all telephone calls and email communications may be recorded electronically for training and other purposes and you herewith explicitly consent to such recordings. We retain the right to erase communication records in accordance with our internal policy and applicable data protection and retention laws and regulations.

  • Indemnity
    13.1 You agree to indemnify us for ourselves and on behalf of our employees, officers, nominees and agents (each an “Indemnified Party”) against any and all claims, demands, actions and proceedings, and any and all damages, liabilities, losses (including direct, indirect or consequential losses) and expenses (including legal fees, duties and taxes) which the Indemnified Party may incur or suffer arising from or in connection with:
  • (A) any breach of or non-compliance with these General Terms and Conditions by you; and

    (B) any representation, warranty or information made or provided by you.

  • Suspension
    14.1 We may at any time at our discretion and without giving any notice:
  • (A) suspend your use of the Neat App; and/or

    (B) block or suspend the use of any account or otherwise disable or suspend or terminate the access of any End User to the Neat App,

    for any reason whatsoever, including reasonable suspicion of fraudulent or unauthorised access or use of the Neat App, loss of your Prepaid Card, or deactivation of your Prepaid Card Account; or if there are any legal obligations we are required to meet.

    14.2 We will try our best to give you prior notice via e-mail, chat, SMS or notification message in the App and reasons of any suspension. However, we will not do so if: (a) this would compromise our reasonable security measures, (b) it is unlawful to do so, or (c) we are unable to contact you.

    14.3 If you have entered incorrect login code and password on five occasions we will suspend your access to the Neat App. We will not restore blocked access or reset your login details unless and until requested by you and subject to you being able to identify yourself and answering our security questions correctly.

    14.4 If you have any questions regarding your login or lifting of the suspension, please send us an email at [email protected]

  • Termination
    15.1 You may terminate our service within 14 days” written notice to the following email address: [email protected]
  • The notice period begins upon our receipt of your written notice. We will pass on your notice of termination to ePaylinks but this does not affect your contractual relationship with ePaylinks or validity of your Prepaid Card unless and until ePaylinks notifies you separately.

    15.2 We may immediately suspend or terminate your App account or any Services we are providing to you if:

    (A) you have not used the App for 12 months, in which case you will have to re-register to re-activate your account;

    (B) we have reasonable grounds to suspect that:

    (1) you commit a material or persistent breach of these General Terms and Conditions;

    (2) you have acted fraudulently or there has been fraud involving any of your accounts in the Neat App or the use of Prepaid Cards;

    (3) your security details have not been kept safe;

    (4) there has been unauthorised or fraudulent use of your security details for the Neat App;

    (5) you have committed or are about to commit a crime in connection with your account;

    (6) you have not satisfied the anti-money laundering requirements related to Clause 5 above.

    (C) you did not meet the eligibility criteria, as determined by us from time to time, to register for a Neat App account;

    (D) the Neat App is withdrawn by the manufacturer of your Device operating system or, any intermediary;

    (E) we cease to support the Neat App on your Device or the operating system it runs; or

    (F) we reasonably consider that by continuing our contractual relationship under the General Terms and Conditions:

    (1) we may break a law, regulation, regulatory guidelines and code, court order or other duty; or

    (2) we may be exposed to action or censure from any government, regulatory authority or law enforcement agency.

    15.3 We will notify you immediately upon termination of your account or service with us. Notification may be made via email, chat, SMS, phone, a message when you log onto the App, by post or in any other way that will be sent to you individually.

    15.4 We may close your account or cease to provide our service to you for any other reason by giving you at least two months” notice.

    15.5 On termination for any reason pursuant to this Clause 15 :

    (A) all rights granted to you under the General Terms and Conditions shall cease;

    (B) you must immediately cease all activities authorised by the General Terms and Conditions;

    (C) you must immediately delete or remove the App from your Device, and immediately destroy all copies of information about the App then in your possession, custody or control;

    (D) you remain liable for all fees and charges incurred from using the Prepaid Card; and

    (E) we shall have no responsibility to return to you any balance of your Prepaid Card Account. Any such request must be directly made to ePaylinks.

  • Intellectual Property
    16.1 Your rights are limited to using the App in accordance with these General Terms and Conditions. All title, ownership rights and intellectual property rights in or relating to the Services, any related services or information transmitted by, to or over the Services and information regarding the use of Services will remain with Neat or its licensors. Nothing in these General Terms and Conditions will be construed as conferring on any End User any licence of any of Neat”s or any third party”s title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise. These are licensed but not sold to you.
  • 16.2 You agree and acknowledge that you have no right to have access to the App in source-code form.

    16.3 Unless otherwise indicated, we own the intellectual property rights including but without limitation to trademarks, logos and service marks (the “Marks”) and copyright of all the Contents. Nobody or any End User is allowed to use, copy, alter, modify, extract, share or reproduce any of the Marks for any other purposes or for gain without our prior written approval. We reserve all rights to take criminal and/or civil actions as may be advised against any person, corporate or entity for infringing any of our intellectual property rights regarding the Marks.

  • Records conclusive
    17.1 Neat”s records in relation to the access and the use of the Neat App by an End User will, in the absence of manifest error, be binding and conclusive evidence. You agree that such records are admissible in evidence and you waive any right to challenge or dispute the admissibility, reliability, accuracy or authenticity of the contents of such records merely on the basis that such records were incorporated or produced by or were the output of a computer system and/or are set out in electronic form.
  • 17.2 Without prejudice to Clause 8 , where an End User receives any information or other statements or records of any instructions, communications, operations or transactions received via or in connection with the Neat App, the End User must inform us of any mistake or omission or disagreement within fourteen (14) days from the date such information, statement or record was sent, failing which the End User shall forfeit the right to dispute the accuracy of such information, statement or record.

    1. Governing law

      18.1 These General Terms and Conditions will be governed by and construed in accordance with the laws of Hong Kong and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong to settle any disputes which may arise out of or in connection with these General Terms and Conditions. This Clause 18.1 is for the benefit of Neat and will not limit any right of Neat to take proceedings in any other court of competent jurisdiction in relation to these General Terms and Conditions.

    2. Miscellaneous

      19.1 Headings used in these General Terms and Conditions are for ease of reference only and shall not be deemed to be a part of these General Terms and Conditions or be taken into consideration in the interpretation or construction hereof. Where the context so requires, words importing the singular shall include the plural and vice versa. Any words following the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Unless the context otherwise requires, “Clause” means a clause of these General Terms and Conditions.

    3. 19.2 Nothing in these General Terms and Conditions operate to prevent or limit Neat”s right to assign, novate, sub-contract or otherwise transfer or confer any benefit or interest derived from or in connection with these General Terms and Conditions in favour of any other person. These General Terms and Conditions are personal to the End User and the End User will not assign, novate, sub-contract or otherwise transfer or confer any benefit or interest under or in connection with these General Terms and Conditions in favour of any other person without Neat”s prior written consent.

      19.3 If any part of these General Terms and Conditions is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed herefrom and rendered ineffective where possible without modifying the other provisions of these General Terms and Conditions.

      19.4 Nothing in these General Terms and Conditions will reduce your statutory rights including your rights relating to mis-described accounts or services, the fairness of terms on which they are provided to you and/or any rights you may have to close your account.

      Version: 10 February 2017