Terms & Policies
Effective from 25 November 2020.
Last updated on 26 August 2021.
These Terms and the relevant Region Specific Terms, including the Schedules, govern the use of the Neat Services provided by Neat and constitute the legal relationship between you and us.
Capitalised terms in these Terms are defined in the Schedule called “Definitions – Master Terms and Conditions”, which is located at the end of these Terms.
IMPORTANT: Please carefully read the following Terms and the relevant Region Specific Terms. By creating a Neat Account or using any of the Neat Services or by clicking the “Accept” (or similar button) with respect to the use of the Neat Services, you are agreeing to be bound by these Terms and the relevant Region Specific Terms.
1. Who is Neat, our Regulatory Information and how to Contact Us?
1.1. About Neat. The Neat Services are offered to you by the Neat entity relevant to your location set out in Schedule 1 (Contracting Entity).
1.2. We are not a bank. Using Neat Services is not the same as depositing funds and making transfers to and from a bank account. There may be other safeguarding procedures applicable to your Neat Account under the Region Specific Terms (if applicable). Funds held for you will not earn any interest.
1.3. Get in touch. You can contact our customer solutions team through the following channels:
1.3.1. via the Neat Dashboard;
1.3.2. via email at [email protected]; and
1.3.3. write to us at the relevant entity address listed in Schedule 1 (Contracting Entity).
2. Scope of these Terms
2.2. Our Acceptance of You as a Customer. Our obligations under these Terms are conditional upon our acceptance of you as a customer, which is at our sole discretion, unless otherwise required by Applicable Laws. We reserve the right to decline to provide the Neat Services or open a Neat Account for you without specifying a reason. For the avoidance of doubt, no Neat Services shall commence until (i) we have completed our compliance checks and (ii) you and your Business Admin (if applicable) have agreed to be bound by these Terms.
2.3. Amendments. We may, in our sole discretion, amend, revise or update these Terms and any additional or supplementary terms that may apply. We will post the amended Terms in the relevant section of the Website and provide you with notice of any material changes via email or the Neat Dashboard. The changes will come into effect immediately unless otherwise specified in the Region Specific Terms or notice of change. Any such change will not affect any transaction that was initiated prior to the effective date of such change. If you continue to use the Neat Services after any changes to the Terms, this shall constitute your consent to the changes.
2.4. Changes to Neat Services. We reserve the right to change, suspend or discontinue any aspect of the Neat Services at any time, including hours of operation or availability of the Neat Services or any Neat 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).
2.5. Access to Terms. You can access and view these Terms at any time via the Website or via your Neat Dashboard.
3. The Neat Services
3.1. Services structure. The Neat Services comprise of Basic Services and Advanced Services.
3.2. Basic Services. The Basic Services will be immediately available for you to use once you have set up your Neat Account. The Basic Services available to you are:
|Collection Services||Where Neat collects Supported Currencies from third parties for you, pending your settlement instructions||See Schedule 2|
|Exchange Services||Where you can Exchange funds between Supported Currencies||See Schedule 3|
|Payment Services||Where you can send Payments to your payees||See Schedule 4|
|Neat Dashboard||Where you can access and manage your Neat Services||See Clause 4|
3.3. Advanced Services. The Advanced Services are only available to selected users and/or selected jurisdictions, which we choose at our sole discretion. If you are able to receive any or all of the Advanced Services, you will be required to accept additional or supplemental terms. Any additional or supplemental terms will form part of these Terms.
3.4. Independent. We act as an independent service provider to you under these Terms. We are not your trustee or the agent or trustee of any sender that you receive payments from or any payee that you make Payments to via the Neat Services. We do not guarantee or ensure that a buyer or seller will complete a transaction and we make no representation or warranty as to any products and services provided or the delivery thereof. We assume no liability to or in respect of any products, services or any other part of your business and are in no way liable for the goods or services which you have sold or obtained, as applicable, including without limitation any defect, disruption, failure or unavailability of or relating to such goods and services. You shall address all queries and resolve any disputes regarding such goods and services with the relevant buyer or supplier. You authorise us to execute the transactions and payments as instructed by you in accordance with these Terms.
3.5. Rights. No other person or entity, other than a registered entity or Business Admin of your Neat Account has any rights in relation to the funds collected on your behalf. We strictly prohibit using the Neat Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity. The Neat Services are intended to enable payment transactions for business-related and commercial activities. You may only use the Neat Services for the purposes outlined in these Terms. We retain the right to suspend any and all transactions initiated for personal reasons.
3.6. Eligibility. To be eligible to use the Neat Services you must pass our regulatory due diligence checks, not be in breach of these Terms, and not have had any previous Neat Account closed by us.
3.7. Multiple Currencies. The Neat Services are available in multiple Supported Currencies.
3.8. Region Specific Terms. In addition to these Terms, your use of the Neat Services is also subject to region specific requirements with reference to your jurisdiction of establishment. Please refer to Schedule 1 of these Terms for details. You will need to agree to the relevant Region Specific Terms before becoming eligible to use any Neat Services. The Region Specific Terms will prevail over these Terms. Please read these Terms and the relevant Region Specific Terms carefully.
4. Your Neat Account and Neat Dashboard
4.1. Registration. You can sign up to your Neat Account via our Website by following the prompts. You may be required to provide supplementary information for us to approve your Neat Account to have access to all of the functionality of the Neat Services.
4.2. Business Admin. You may designate any Business Admin as having the authority to use the Neat Dashboard. Unless you notify us in writing otherwise (and we acknowledge such notification), a Business Admin shall have the authority to give instructions and perform certain acts on your behalf via the Neat Dashboard, as you specify in the Business Admin’s permissions. You are bound by the actions of your Business Admin and must ensure they comply with these Terms. You are required to keep all records on your Business Admin current. We reserve the right to refuse a Business Admin access to the Neat Dashboard, if we consider their information incomplete or not in compliance with our verification procedures or Applicable Laws.
4.3. Neat Account and Neat Dashboard. Once you have registered with us and set up your Neat Account, you will be granted access to your Neat Dashboard. You can only have one (1) Neat Account and associated Neat Dashboard. If we discover that you have more than one (1) Neat Account, we may at our discretion merge or terminate your Neat Services.
4.4. Use of Neat Dashboard. The Neat Dashboard is our portal where you and your Business Admin can (subject to the permissions they hold) access and manage the Neat Services, including signing up to any new Neat Services as and when available.
4.5. Statements. Where applicable, you will be able to download a summary statement of your Neat Services from the Neat Dashboard.
4.6. Inactive Neat Account. If you do not actively use the Neat Services we may consider you to be inactive. Inactivity means that you (a) have not logged into your Neat Account on the Neat Dashboard for six (6) months or (b) had no transactions on your Neat Account for six (6) months. Once you have been deemed inactive we may disable certain features and services, up to and including suspending your use of the Neat Services. You may request that we reactivate your Neat Account at any time and we may reactivate your Neat Account, in our sole discretion. To reactivate your Neat Account, you may be required to provide information to verify your identity. If you do not reactivate your Neat Account within one (1) year from the date you had last logged in or the last transaction date on your Neat Account, and you have a balance in your Neat Account, you may be charged a recurring inactivity fee which may over time reduce the balance in your Neat Account to zero. We reserve the right to close your Neat Account and terminate these Terms in the event your Neat Services balance is zero at any time after one (1) year from the date you had last logged in or the last transaction date on your Neat Account. If you do not reactivate your Neat Account within two (2) years from the date you had last logged in or the last transaction date on your Neat Account, and you have a balance on your Neat Account despite being charged an administrative fee, we reserve the right to close your Neat Account and terminate these Terms. We will make reasonable efforts to notify you (1) before we suspend your Neat Account, (2) before we start to charge a recurring inactivity fee and (3) before we close your Neat Account and terminate these Terms.
5. Identity Checks and Information Requests
5.1. Information requests. You must cooperate with our requests (or those of our third party service providers) so that we can enable your use of the Neat Services, to identify or authenticate the identity of you or any Business Admin, or validate your funding sources or Payments. This may include asking you for more information to help us identify you or your Business Admin or any of your directors, partners and/or ultimate beneficial owners.
5.2. Verification. We may verify any information we receive about you and your Business Admin ourselves or through third party sources. You consent to and will ensure that all of your directors, partners, ultimate beneficial owners and Business Admin (as appropriate) will consent to and authorise us or our third party service providers to carry out such verification. You and your Business Admin consent to us sending your information to any third party supplier to carry out the verification. We reserve the right to close, suspend, or limit access to your Neat Dashboard and/or your access to the Neat Services if we are unable to obtain or verify the information to our satisfaction.
5.3. Accurate and up to date information. You must ensure the information on your Neat Dashboard including relating to Business Admin 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. You must provide the requested information as soon as possible and no longer than fourteen (14) Business Days of any request. Your Limits may be adjusted accordingly and your access and/or use of the Neat 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 Neat Services in accordance with this Clause.
6. Security and System Compatibility
6.1. Keep details secure. You and your Business Admin must:
6.1.1. keep your usernames, passwords and other login credentials safe;
6.1.2. take reasonable steps to ensure your access to the Neat Services is safe (for example, by using a secure internet connection and making sure you log off the Neat Dashboard when you leave your device);
6.1.3. comply with our reasonable instructions in relation to your use of our Neat Services;
6.1.4. not do anything during or after the duration of these Terms which may result in the security of the Neat Services being compromised; and
6.1.5. inform us immediately if you suspect your account details have been compromised.
6.2. Report unauthorised use. If you or your Business Admin 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.
6.3. You must ensure that you have compatible hardware and software to use the Neat Services, in order to access the Neat Dashboard and installing all software updates.
6.4. 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 Dashboard.
6.5. Financial Crime Prevention. We are required to act in accordance with any Applicable Laws and requests of statutory and regulatory authorities operating in various jurisdictions. These relate to, among other things, to the prevention of money laundering, terrorist financing, bribery, corruption, actual or attempted tax evasion, fraud and the provision of financial or other services which may be subject to sanctions. We may at our sole discretion take any action we consider appropriate to comply with all such Applicable Laws and requests.
7.1. Fee payment. Where applicable, you must pay us all applicable Fees before the due date, as set out on our pricing page. Any taxes imposed on the Fees are your responsibility and will be paid by you.
7.2. We reserve the right to suspend your access to the Neat Services if Fees due and payable to us are not paid in full by the due date.
8. Restrictions on the use of the Neat Services
8.1. Restricted Neat Services. You must not use the Neat Services for any Restricted Services, which are listed in Schedule 5.
8.2. Compliance. You must only use the Neat Services in compliance with all Applicable Laws.
8.3. Accepted Countries. We will only accept instructions to enter into a transaction in relation to any Accepted Countries.
8.4. Right to refuse. We may refuse to complete any action in relation to the Neat Services 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 payees account in accordance with these Terms unless it would be unlawful. We may charge for such refusal where this is reasonably justified.
8.5. Suspension. We may place interim or permanent restrictions on the use of all or any part of the Neat Services depending on certain regulatory requirements, your country of residence, identity verification checks or business requirements as determined by us.
8.6. Breach of Terms. If we believe that you may have breached these Terms, we may take action to protect ourselves and any other third parties, including:
8.6.1. closing, suspending, or limiting your access to any or all of the Neat Services;
8.6.2. 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
8.6.3. fully or partially reversing any transaction.
8.7. Notice of action. Where possible, we will tell you about any actions we take under Clause 8.6 (Breach of Terms), using the methods set out in Clause 13 (Notice and Communications), but only if we are able to do so under Applicable Laws.
9.1. We shall impose at our sole discretion Limits in relation to the Neat Services. The details of your Limits shall be set out on the Neat Dashboard from time to time.
9.2. You and your Business Admin can view these Limits by logging onto the Neat Dashboard. Neat may, from time to time, remove or change such limits.
10. Our Right to set-off
10.1. Set-off amounts owed to us. 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 the balance of any Supported Currency in your Neat Multi-currency Wallet shows that you owe us an amount of funds for any reason or has a negative balance or any sums you have borrowed from us, 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 as part of the Collection Services and Payment Services and by deducting funds from any withdrawals you attempt to make.
10.2. If the amount owed to us is in a currency which is different to the currency we hold in your Neat Muti-currency Wallet, we shall convert the amount 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.
11. General Liability
11.1. Your Liability for Losses. You shall be liable to us and on our demand you shall promptly pay us, for all Loss arising from or in connection with:
11.1.1. our acting on your or your Business Admin’s instructions or apparent instructions (including, where applicable and without limitation, by email, telephone, electronic message or via the Neat Dashboard or Neat App);
11.1.2. anything relating to such instructions made by or on behalf of you or an Business Admin; and/or
11.1.3. our exercising our rights under these Terms and in Clause 12 (Suspending or Ending your Neat Services);
except to the extent that, in each case, the Loss arises due to our negligence, wilful default or fraud.
11.2. Our negligence. If Loss is incurred due to our negligence or breach of contract, we will promptly attempt to correct the error. Subject to Clause 8.6 (Breach of Terms), we will be liable for any direct losses such as bank fees and interest incurred as a result of our negligence or breach of contract. In no circumstances will we be liable for any indirect, unforeseeable or incidental losses incurred, such as loss of opportunity.
11.3. Unauthorised or incorrect transactions. In case of a (i) bona fide unauthorised payment or (ii) payment that was incorrectly executed due to an error by us, we may at your request refund the payment amount including all fees deducted, as long as you notify us of the unauthorized or incorrect payment without undue delay, and at the latest within sixty (60) days from the date of the transaction. This shall not apply if, in our sole discretion, you failed to comply with the provisions of these Terms and in particular Clause 6 (Security and System Compatibility). You may be required to provide us with documented evidence relating to the unauthorised payment. We will have full discretion whether or not to refund the unauthorised payment, including on the basis of the documented evidence provided as aforesaid, and subject to other conditions that may apply.
11.4. Compromised login. We shall not be liable for any funds lost, or any unauthorized payments made, to the extent the security of the email account used to register for the Neat Services or the login details for the Neat Dashboard has been compromised. If we become aware of any suspected unauthorised login we will notify you via email and lock access to your Neat Account for 30 minutes, while we verify the login or as otherwise determined by us as necessary at our sole discretion.
11.5. Incorrect or misdirected transactions. In case of any incorrect or misdirected but authorised payment, we shall take reasonable measures to assist you with tracing and, if reasonably possible, recovering such payments, but we shall not be liable for any payments that cannot be recovered or any fees or foreign exchange losses incurred in the process of assisting you.
11.6. Disruption or impairment of Neat Services. We shall not be liable for any disruption or impairment of the Neat Services including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of the Neat Services, or for disruptions or impairments of any third party providers on which we rely for the performance of our obligations hereunder.
11.7. System or services suspension. We shall not be liable for any system or services suspension which we have announced in advance.
11.8. Compliance with laws. We shall not be liable for any Loss arising from our compliance with any Applicable Laws or requests from statutory or regulatory authorities (including in relation to any financial crime compliance).
11.9. Non-exclusion. Nothing in these Terms shall operate to exclude liability for gross negligence, fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or amended by agreement between the parties under Applicable Laws.
11.10. Obligation limited to Neat Services. Our obligation under these Terms is limited to providing you with the Neat Services and does not create any responsibility for, nor make any statement in relation to or endorsement of the quality, safety or legality of any goods or services which you have purchased or sold.
11.11. Your liabilities. You agree to defend, reimburse or compensate us and hold us, our other companies in our corporate group and any third parties on which we rely or partner with to deliver products and services (collectively, the “Indemnified Persons“) harmless from any claim, demand, expenses or costs (including tax, legal fees, fines or penalties) that the Indemnified Persons incur or suffer due to or arising out of your or your agents’ breach of these Terms, breach of any Applicable Laws (including any Applicable Laws relating to anti-money laundering and countering the financing of terrorism, anti-bribery and anti-corruption, currency control and tax) and/or use of the Neat Services. You hereby authorise us to set off any amounts which you owe to the Indemnified Persons pursuant to this paragraph from the balance in your Neat Multi-currency Wallet. This provision shall survive termination of these Terms.
11.12. At your own risk. Your use of the Neat Services is at your own risk and the Neat Services are provided on an “as is” basis without representation or warranties of any kind. We make no representation or warranty of any kind whatsoever for the Neat Services or the content, materials, information and functions used on or made accessible by the Neat Services, or for any breach of security associated with the transmission of sensitive information through the Neat Services. We do not warrant that the Neat Services will be uninterrupted or error free.
11.13. Our liability. To the fullest extent permitted by Applicable Laws, under no circumstances will we or our affiliates be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, indirect, incidental, special, consequential, exemplary, or punitive damages, each of which is excluded by agreement of Neat and you regardless of whether such damages were foreseeable or whether Neat or any entity has been advised of the possibility of such damages. Notwithstanding anything in these Terms to the contrary, Neat’s cumulative liability, including for claims, expenses, damages or indemnity obligations under or inconnection with its obligations under these Terms, will not exceed the total fees payable by you to us for Neat Services in the preceding twelve (12) months, where such services are provided in the six (6) complete calendar months preceding the date of the event giving rise to the claim upon which liability is based. In no event shall we, our affiliates, agents, representatives, directors, officers, or employees be liable for any act or omission resulting from circumstances beyond their reasonable control. To the fullest extent permitted by Applicable Laws, you hereby waive any and all rights to bring any claim or action related to your use of the Neat Services beyond one (1) year from the first occurrence of the act, event, condition or omission on which such claim or action is based.
11.14. Liability with Neat only. You acknowledge that we provide the Neat Services using facilities and services provided by third parties including but not limited to banks, payment service providers and clearing networks, and may also delegate any or all of our rights and responsibilities under these Terms to our affiliates, independent contractors or other third parties (collectively, the “Providers“). No agreement exists between the Providers and yourself and each of the Providers will accordingly have no direct liability to you. You will not be a party to any agreement which we may enter into with the Providers from time to time, and accordingly you have no right to enjoy or enforce any benefit under such agreement or to claim against the Providers.
12. Suspending or Ending your Neat Services
12.1. Termination or suspension by Neat. We may terminate or suspend your use of the Neat Services at any time in our sole discretion. Grounds for termination or suspension, including access to funds, include but are not limited to, (a) your violation of these Terms, (b) your provision of any false, incomplete, inaccurate, or misleading information, (c) you are engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we reasonably suspect the same, (d) we reasonably believe that your Neat Account has been compromised or for other security reasons, (e) if we are required to do so under any Applicable Laws, or at the direction of any regulatory, law enforcement or other competent authority, (f) if you have been deemed inactive, or (g) as otherwise provided in these Terms. We shall notify you either prior to the suspension or termination or, if prior notification is not possible under the circumstances, promptly after the suspension or termination, unless we are prohibited by Applicable Laws to notify you.
12.2. Closing your Neat Account. You may close your Neat Account at any time by contacting our customer solutions team through the Neat Dashboard. We reserve the right to carry out any necessary checks relating to money laundering, terrorism financing, fraud or other illegal activity before authorising any withdrawal of your funds, including in relation to returning any funds to you after you have closed your Neat Account.
12.3. No termination if under investigation. You may not terminate the Neat Services to evade an investigation. If you attempt to terminate the Neat Services while Neat is conducting an investigation, we may freeze your Neat Account to protect all parties to the Neat Services, affiliates, or a third party against any liability. You will remain liable for any obligations related to your Neat Services even after they are terminated.
12.4. Consequences of ending the the Neat Services:
12.4.1. All Fees become due and payable.
12.4.2. 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 seven (7) Business Days, during which your Neat Multi-currency Wallet will be accessible for the purpose of withdrawing the remaining balance only.
12.4.3. In relation to the Exchange Services or Payment Services, any pending instructions submitted through Neat Dashboard will be cancelled seven (7) Business Days after you such services are terminated.
12.4.4. In relation to any Advanced Services, termination procedures will be as outlined in the relevant supplementary terms.
12.4.5. All Fees paid are non-refundable, unless otherwise specified.
12.4.6. Once your Neat Account is closed (whether by you or us in accordance with these Terms) and all funds have been withdrawn or your overall balance is zero, these Terms will be deemed to be automatically terminated (save for those provisions which are specifically stated as surviving termination).
13. Notice and Communications
13.1. How we contact you. We will contact you via the Neat Dashboard or by emailing you, by publication on the Website or by electronic message (including SMS, WhatsApp and WeChat) and by any other electronic means available under these Terms. It is your responsibility to ensure that your contact information stored on your Neat Account in the Neat Dashboard is correct and up to date.
13.2. Deemed received. All Communications in electronic format will be considered to be “in writing,” and to have been received no later than five (5) Business Days after posting or dissemination, whether or not you have received or retrieved the Communication. Any Communication or notice sent by email will be deemed received by you on the same day if it is received in your e-mail inbox or is posted to your Neat Dashboard before 5 pm GMT time on a Business Day. If it is received after 5 pm GMT time on a Business Day or at any other time, it will be deemed received on the next Business Day.
13.3. Regular logins. It is your responsibility to log onto the Neat Dashboard regularly and review the Neat Dashboard, the Website and your email. It is your responsibility to review Communications and your transactions for your Neat Services, and to promptly report any questions, apparent errors, or unauthorized Payments. Failure to contact us in a timely manner may result in loss of funds or important rights.
13.4. Durable medium. Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without attachment) or send you a notification pointing you to information on our Website or in the Neat Dashboard in a way that enables you to print and retain the information or another format that can be retained by you permanently for future reference. You are required to keep copies of all Communications we send or make available to you.
14.2. Consent to notifications. You will receive notifications on your Neat Dashboard or by email that will inform you about new product features, promotions, etc. By accepting these Terms, you agree to receive such notifications on a regular basis. If you do not wish to receive any notifications from us, please contact our Neat customer service.
14.3. Affiliates and third parties. In order to perform the obligations under these Terms and for the purpose of providing you with Neat Services and/or other related services, your data may be collected by our third party partners and our affiliates and our affiliates may share such data with us.
14.4. Disclosure under Applicable Laws. You acknowledge and agree that Neat reserves the right to access and disclose personal data relating to you to comply with all Applicable Laws and lawful requests from government and/or other regulatory authorities, and/or to protect Neat, its customers and other users; and to disclose personal data to third parties if we have reasonable reason to believe your use of the Neat Account is in violation of these Terms or if Neat is otherwise obliged or needs to disclose such information to any relevant authority and under any Applicable Laws.
14.5. Data retention. Unless any Applicable Laws require otherwise, we will retain your data and records for a period of at least five (5) years after you close the Neat Account or the date of your last transaction with us (whichever date is later).
15. Intellectual Property
15.1. Ownership of Neat Technology. Neat owns all Intellectual Property Rights in the Neat Technology. Neat grants you a revocable, non-exclusive, non-transferable, royalty-free limited license to use the Neat Technology in accordance with the documentation made available by us for purposes of using the Neat Services. This license grant includes the Neat Technology for your use in connection with the Neat Services. You may not rent, lease or otherwise transfer your rights in the Neat Technology to a third party. You must comply with the implementation and use requirements contained in all of our documentation accompanying the Neat Technology. If you do not comply with our instructions, implementation and use requirements you will be liable for all resulting damages suffered by Neat and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from Neat Technology. Upon expiration or termination of these Terms, you will immediately cease all use of any Neat Technology. Other than the express licenses granted by these Terms, Neat grants no right or license to you by implication, estoppel or otherwise to the Services or any of our Intellectual Property Rights. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted in these Terms.
15.2. Intellectual Property Rights. 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 all domain names including “neat.hk,” “neatcommerce.com”, all logos related to the Neat Services and the Neat Technology. 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.
16.1. Complaints. We take all complaints seriously. Any complaints about us or the Neat Services should be addressed to the chat function on the Neat Dashboard or by contacting our customer solutions 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 an ordinary query.
16.2. Prompt Resolution. Our goal is to provide you with a prompt answer and resolution to your complaint where possible. However, nothing contained within these Terms constitutes a commitment by Neat to resolve your complaint.
16.3. A final response to your complaint, or an email explaining why the final response has not been completed, will be sent as soon as reasonably practicable after we complete the review of the complaint.
17. Other legal bits
17.1. Rights. No other person other than you shall have any rights under these Terms.
17.2. Governing law. These Terms shall be governed by the same laws that govern the relevant Region Specific Terms.
17.3. Disputes. In the event of any dispute or claim arising from or in connection with these Terms or your use of the Neat Services, the relevant parties shall resolve such dispute or claim through amicable negotiations. If such dispute or claim is still not resolved the dispute shall be resolved in the way set out in the relevant Region Specific Terms.
17.4. No Third Party Benefit. 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 and in particular as set out in any Applicable Laws.
17.5. Taxes. 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 Services, or for collecting, reporting or remitting any taxes arising from any Neat Services. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Neat Services, including the reporting and payment of any taxes arising in connection with Neat 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.
17.6. Waiver. 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 or a waiver in respect of a subsequent breach or similar breach. A waiver shall be effective only if made in writing.
17.7. Assignment or transfer. We recognise only the rights of you, the holder of the Neat Account. You may not transfer, assign, sell or delegate any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your Neat Account without Neat’s prior written consent. Neat reserves the right to transfer or assign or delegate these Terms or any right or obligation under these Terms at any time.
17.8. Force Majeure. In the event that Neat shall be delayed or hindered or prevented from the performance of any act required by reason of strikes, lock-outs, labour troubles, failure of power, riots, acts of terrorism, insurrection, war, mud-slide, fire, earthquake, tsunami, epidemic, pandemic, or where such act or omission is due to our obligations under provisions of Applicable Laws, or other similar reasons of a like nature not the fault of Neat, delayed in performing work or doing acts required under these Terms, Neat shall as soon as reasonably practicable provide notice to you of such delay, and performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. We will not have any liability to you where we are unable to perform our obligations because of factors beyond our control. If an event of force majeure affecting Neat continues for an unreasonable period as determined solely by Neat, we may terminate these Terms in part or whole.
17.9. References in writing. A reference to writing or written includes email, the chat function on the Neat Dashboard and electronic message.
17.10. Severability. If a provision of these Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
17.11. Relationship. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.
17.12. Headings. Headings are for reference purposes only and in no way define, limit or construe or describe the scope or extent of such section or paragraph.
17.13. English Text Prevails. In the event these Terms are translated into a foreign language, in the case of any conflict or discrepancy between the English language version and foreign language version, the English language version shall prevail.
Schedule 1 – Contracting Entity
The Neat Services provided by the Neat entity named in the “Entity” column are intended for customers established and otherwise operating from the corresponding jurisdictions specified in the table below. Accessing the Neat Services from outside of the relevant jurisdiction is possible but you are responsible for ensuring that doing so is not against the law in the country concerned. The Neat Services offered and provided by a Neat entity may not include the full range of Neat Services of the Neat group of companies.
Relevant Region Specific Terms
|Hong Kong||Neat Limited (2312276)||1. Money Service Operator Licence (19-06-02796)
2. Money Lender Licence (0464/2020)
|10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong|
|Rest of the world||Neat Limited (2312276)||1. Money Service Operator Licence (19-06-02796)
2. Money Lender Licence (0464/2020)
|10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong|
Schedule 2 – Collection Services – Neat Multi-currency Wallet
1. Description of Collection Services. Once your Neat Account is opened, we will collect funds on your behalf from your senders into your Neat Multi-currency Wallet. You may receive funds through us in accordance with these Terms in any Supported Currency we have approved for you. Each collection is an individual contract between you and us.
2. Source of Funds. The Collection Services are provided to facilitate you to receive or collect payments from your senders. There may be restrictions on the source of your funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms. Please read these carefully.
3. Receipt and balance of funds. After we confirm receipt of the funds and completed our compliance checks, we will update the balance of your Neat Multi-currency Wallet. We are not responsible for any funds transferred until after we have updated the balance of your Neat Multi-currency Wallet, which is generally within one (1) Business Day of our actual receipt of funds. The transfer of funds from your senders to our designated underlying bank account is a service provided by third parties and is not part of our Neat Services. We have no control over the time it may take for the transfer of such funds to clear and settle.
4. Collection Instructions. To use the Collection Services to receive funds, you must provide Collection Instructions assigned to you by Neat to your senders. You are solely responsible for providing your senders with the correct Collection Instructions. You will not receive incoming funds if you provide incorrect Collection Instructions.
5. Collection of funds. 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 and commingled together with those of other users of Neat Services offered by us. You are entitled to be paid the funds collected for you as part of our Collection Services. We must pay you such funds when you request a withdrawal, subject to Schedule 2, Clause 6 (Withdrawal of funds) below.
6. Withdrawal of funds. Subject to any set-off rights outlined below, you can withdraw any funds in your Neat Multi-currency Wallet by making a Payment. There may be restrictions on withdrawing your funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms. Please read these carefully.
7. Legitimate source. You must ensure that all funds we receive in connection with the Neat 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.
8. Right of refusal. We reserve the right to reject or limit payments and fund transfers to you at any time at our sole discretion. Payments and fund transfers to you may be rejected for any reason, including reasons related to compliance with Applicable Laws (including applicable anti-money laundering laws) or our risk management policies and procedures. When rejecting a payment of funds transfer to you, we will be under no obligation to disclose the reason for the rejection.
9. Reversals. If the sender who paid you through the Collection Services is entitled to a refund or chargeback, we will attempt to reverse the payment and may debit the balance of your Neat Multi-currency Wallet for the reversed payment as well as any applicable fees for the transfer. If the transferred funds are no longer available in your Neat Multi-currency Wallet for the reversal, you agree to pay us promptly for any missing funds as well as the cost of any applicable fees actually incurred by us in connection with refund. We reserve the right to set-off any amounts owing under this Clause as set out in this Schedule 2, Clause 13 (Set-off) below. In connection with a payment disputed by the sender for services not rendered and/or goods not delivered or not as ordered and rebuttal of a chargeback thereof, you may be required to provide us with documented evidence relating to the services or goods you provided, including but not limited to, invoices, correspondence, documents relating to deliverables, shipping certificates, tracking numbers and the like. Should you request that we pursue a claim on your behalf to rebut a chargeback we will have full discretion whether or not to do so, including on the basis of the documented evidence provided as aforesaid, and subject to other conditions that may apply.
10. Safeguarding. We have implemented commercially reasonable administrative and technical measures to protect and safeguard the funds collected in connection with the Neat Services. We hold such funds in designated bank accounts segregated from our corporate funds, and will not use such funds for our own operating expenses. However, funds collected for or received from you in this segregated bank account will be comingled with those of other users of our Neat Services. There may be other safeguarding procedures applicable to your Neat Multi-currency Wallet under the relevant Region Specific Terms.
When you pay us or transfer funds to pay us Fees, full ownership and title to these Fees transfers to us absolutely and such funds are considered as our funds. They will not be placed into our business bank account and will not be afforded protection under this Clause, so far as permitted under the Applicable Laws.
Pursuant to Applicable Laws, we will not pay interest on funds paid to us including balances held in segregated bank accounts and we may retain, for our own benefit, any interest which accrues from funds held in any accounts.
11. Limited agent. 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.
12. Set-off. You agree that we are entitled, at any time and without prior notice to you, to combine or consolidate the available cash balance maintained by us for you, and set off or transfer any money standing to the credit of any such account in or towards settlement (whether in full or in part) of any amount owed by you to us in connection with any transactions. For the purposes of this Clause, we may make any necessary currency conversions at the rate Neat considers appropriate.
13. Foreign Exchange Fluctuations. Given the nature of cross-border payments and the frequent involvement of multiple banks or payment service providers, you acknowledge that it may take some time for us to actually receive a payment from your senders. You agree to bear any risks with respect to your incoming fund transfers arising from foreign exchange rate fluctuations that may happen between the time your senders send the payment to the time when we actually receive the funds.
Schedule 3 – Exchange Services
1. Description of Exchange Services. Once you have set up your Neat Account, you may instruct us to make an Exchange on a standalone basis, or as an ancillary transaction in connection with a withdrawal or payout where the source currency is different from the payout currency. We provide the Exchange Service only for the Supported Currencies on a real time basis. You must not use the Exchange Service for speculative or investment purposes, and we may decline your order if you request an Exchange which we deem to be a leveraged foreign exchange transaction, or in violation of Applicable Laws or our risk management policies, including restrictions or limits that we place on your Neat Account.
2. Making an exchange. You may instruct us to make an Exchange by providing the necessary details as prompted in the Neat Dashboard when you access your Neat Account. Your request to make an Exchange shall be deemed to be received at the time you click “Confirm”. We may decline your instructions if:
2.1. you have insufficient funds for the Exchange:
2.2. you exceed any applicable Limits;
2.3. you request an Exchange which we deem to be for speculative purposes; or
2.4. in accordance with Clause 12 (Suspending or Ending your Neat Services).
3. Sufficient funds. In order to carry out an Exchange, you must have sufficient funds in your Neat Multi-currency Wallet in the relevant Supported Currency to cover the full amount of any Exchange. 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 we may deduct or set-off the Exchange amount and applicable Fees against any funds collected for you and held by us, including funds held in your Neat Multi-currency Wallet, without notice. Once the funds are transferred to us to pay for a Payment, full ownership and title to these funds are transferred to us absolutely and such funds will not be afforded the safeguarding protection set out in Schedule 2, Clause 10 (Safeguarding) above.
4. Exchange rates. We will set the exchange rate for each Exchange transaction. The exchange rate is sourced from a sponsoring financial institution and which is based on the rates available in the wholesale currency markets or, if required by Applicable Laws, at the relevant governmental reference rate(s) on the conversion date or the prior Business Day. You may access the indicative exchange rate for an Exchange through the Neat Dashboard. The indicative exchange rate will be quoted to you when you instruct us through the Neat Dashboard and the final exchange rate will be confirmed upon 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.
5. Timing of exchange. We carry out your Exchange instructions as soon as possible which will generally be within one (1) Business Day.
6. Foreign Currency Controls. If Applicable Laws restrict a fund transfer or a currency conversion in connection with your Exchange order, including situations where after a currency conversion, the converted amount cannot be transferred to you or your designated payee/beneficiary account, we shall not be liable to you for any loss you may incur. If your payment or settlement order is in violation of any Applicable Laws in relation to cross-border payments, we are entitled not to execute the transaction order. If we have already converted the payment amount, we may re-convert the payment amount into the source currency at the then prevailing exchange rate set by us. Any foreign exchange loss and associated Fees with respect to the currency conversions (including the re-conversion) will be borne by you.
Schedule 4 – Payment Services
1. Description of Payment Services. Once your Neat Account is opened, you may instruct us to make a Payment by providing the details of the payee as prompted in the Neat Dashboard. We will only process Payments in Supported Currency. Each Payment is an individual contract between you and us.
2. Making a payment. Your request to make a Payment shall be deemed to be received at the time you click “Confirm” (or similar prompt) in the Neat Dashboard. We may decline your instructions to make a Payment if:
2.1. the third party payee/beneficiary fail to pass our compliance checks;
2.2. you have not paid us the full Payment amount, plus our Fees;
2.3. you exceed any applicable Limits;
2.4. it is unlawful; or
2.5. in accordance with Clause 12 (Suspending or Ending your Neat Services).
We reserve the right to take any action where a Payment is declined being unlawful.
3. Payee. You must ensure that all the payee and payment details you enter when requesting to make a Payment are correct and complete. Providing us with accurate information is your sole responsibility. We will not be liable for any Payments sent to the wrong payee or their account as a result of you providing incorrect payment details. Any charges incurred as a result of incorrect payment details may be charged to you.
4. Sufficient funds. Before we execute your Payment order, you must pay sufficient funds to us to cover the full Payment amount (plus applicable Fees). You may pay us by way of direct bank transfer to us or by other means acceptable to us. You specifically acknowledge that we may deduct or set-off the Payment amount and applicable Fees against any funds collected for you and held by us, including funds held in your Neat Multi-currency Wallet, without notice. If the funds held in your Neat Multi-currency Wallet are not in a Supported Currency, you authorise us to convert such currency into the Payment currency at Foreign Payment Partner’s standard exchange rates which are available upon request. Once the funds are transferred to us to pay for a Payment, full ownership and title to these funds are transferred to us absolutely and such funds will not be afforded the safeguarding protection set out in Schedule 2, Clause 10 (Safeguarding) above.
There may be specific requirements on having sufficient funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms. Please read these carefully.
5. Timing of payment. 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 (1) 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 Neat 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 five (5) Business Days, unless a longer period is required by us to comply with Applicable Laws.
6. Refunds or cancellations. In the event that a Payment is unsuccessful or refunded and the funds revert back to us, you authorise us to credit the funds back to your Neat Multi-currency Wallet, less any fees which may be charged by the bank provider or any other payment provider.
Schedule 5 – Restricted Services
The following are Restricted Services and you must not:
1. use the Neat 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, funding of terrorist organizations, unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by Applicable Laws. We will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;
2. use the Neat 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;
3. breach these Terms or any other agreement or policy that you have agreed with us;
4. create more than one (1) Neat Account per legal entity without our prior written consent;
5. without limiting (1) above, use the Neat 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;
6. infringe any copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
7. act in a manner that is defamatory, libelous, threatening or harassing when using the Neat Services;
8. provide us with false, inaccurate or misleading information;
9. use the Neat Services to engage in debt-collection activities;
10. refuse to cooperate in an investigation or provide confirmation of your identity or any information requested by us;
11. conduct your business or use the Neat 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, to third parties or to you;
12. 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;
13. use an anonymizing proxy;
14. use any robot, spider, other automatic device, or manual process to monitor or copy our Neat Technology without our prior written permission;
15. interfere or attempt to interfere with our provision of the Neat Services;
16. take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
17. use another customer’s Neat Services;
18. use the Neat 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 Laws;
19. use the Neat Services to trade foreign exchange for speculative purposes or for foreign exchange arbitrage;
20. refuse or fail to provide further information about you or your business activities that we may reasonably request;
21. conduct your business or use the Neat Services in a manner that leads us to receive a disproportionate number of claims; or
22. behave in a threatening or abusive manner, or any other manner deemed unacceptable by us to our employees, consultants or other representatives.
Schedule – Definitions Master Terms
In these Terms:
“Advanced Services” means the additional services offered by Neat as set out in any supplementary terms.
“Applicable Laws” means any law, regulation, rule, requirement, judgement, decree, order, notice or directive, including, without limitation, any global, federal, country, state or local laws, rules, ordinances and regulations and including those issued by governmental or regulatory authorities having jurisdiction over you or Neat, that are applicable to you or Neat.
“Basic Services” means the services described in Clause 3.2 (Basic Services) of these Terms.
“Business Admin” means any employee(s), contractor or other persons you have nominated as having authority to access your Neat Dashboard (subject to the permissions they hold) and use your Neat Services as your authorised person. The Business Admin permissions can be found here.
“Business Day” means a day other than a Saturday, Sunday or public holiday in your Neat contracting entity location.
“Collection Instructions” means the payment details, including the sub-account credentials assigned to you by Neat, made available on the Neat Dashboard.
“Collection Services” means the collection services provided by Neat to you under these Terms relating to the collection of funds for you by Neat from a sender.
“Communications” means information provided relating to the Neat Services, 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; statements and history; payments authorizations and transaction receipts or confirmations; documents; and any other information related to your Neat Services.
“Exchange” means the process where one Supported Currency is sold or bought against another currency at an agreed exchange rate through the Neat Dashboard, as provided by the Foreign Exchange Partner or other third party foreign exchange provider as determined by Neat from time to time.
“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, as set out on our pricing page and any other fees determined by us from time to time.
“Foreign Payments Partner ” means the third party foreign exchange partner engaged by us in connection with our provision of the Neat Services, from time to time.
“Limits” means the monetary limits set for the Neat Services as set out in your Neat Dashboard, as determined by us and updated from time to time.
“Loss” means all losses, liabilities, fines, charges, damages, actions, costs and expenses, professional fees (including legal fees actually incurred) and disbursements and costs of investigations, litigation, settlement, judgement, interest and penalties.
“Neat”, “us”, “our”, “we” means the Neat entity specified in your relevant Region Specific Terms.
“Neat Account” means the account you set up to access the Neat Dashboard, where you and your Business Admin manage your Neat Services.
“Neat Dashboard” means the Neat online portal which can be accessed via our Website, with your Neat Account, where you can manage your Neat Services, including the Neat Multi-currency Wallet and Payment Services.
“Neat Multi-currency Wallet” means the non-interest bearing merchant 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 Services” means the Basic Services offered by Neat under these Terms and Advanced Services under any supplementary terms, or any other services added from time to time provided through the Neat Dashboard.
“Neat Technology” means the Website, Neat Dashboard and Neat App, and any other deemed technology provided to you to support your use of the Neat Services, and our proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture and documentation (both printed and electronic), network designs, know-how, and trade secrets and including any modifications, improvements and derivative work. If you are using our software such as an API, developer’s toolkit or other software application (the “Software”) that you have downloaded to your computer, device, or other platform to access the Neat Dashboard, then the term “Neat Technology” also includes the Software and any updates, new versions and modifications thereof.
“Payment” means each and every individual transaction made for you by us to a payee through the Neat Dashboard as part of the Payment Services.
“Payment Services” means a specific instruction for a Payment from you to a payee, to be made in a Supported Currency by Neat.
“Region Specific Terms” means any terms which set out specific requirements applicable to the country which is offering the Neat Services.
“Supported Currency” means each currency approved by Neat from time to time which are supported by the Neat Services as set out here.
“you” or “your” means you being the business that has agreed to these Terms to use the Neat Services, and includes all of your directors, employees, contractors and any person you authorise to use your Neat Dashboard.
“Website” means our general website, the web address of which is www.neatcommerce.com.
Effective from November 25, 2020
1. Supplement to Neat Master Terms
1.1. Supplement. These Region Specific Terms for Neat Limited (Hong Kong Terms) supplement the Neat Master Terms relating use of the Neat Services. These Hong Kong Terms, together with the Neat Master Terms govern the use of Neat Services by you and your Business Admin, where you are a Neat Hong Kong Customer. Unless otherwise defined in these Hong Kong Terms, all capitalised terms have the meaning given in the Neat Master Terms.
1.2. Effect. You agree that these Hong Kong Terms supplement the Neat Master Terms and the terms set out in these Hong Kong Terms will have immediate effect. Except as specifically set out in these Hong Kong Terms, the Neat Master Agreement remains unmodified and in full force and effect.
1.3. Conflict of terms. These Hong Kong Terms will prevail over the Neat Master Terms to the extent of any inconsistency. Please read these Hong Kong Terms and the Neat Master Terms carefully.
1.4. Consistent references. For ease of reference, the same headings and titles of the sections in these Hong Kong Terms follows the headings and titles of the clauses of the Neat Master Terms which are being amended, to the extent that it amends an existing clause.
2. Scope of the Hong Kong Terms
2.1. Neat Hong Kong Customers. These Hong Kong Terms apply to the Neat Services offered to you, a Neat Hong Kong Customer. These Hong Kong Terms are legally binding on you and your Business Admins. You are responsible for ensuring that each Business Admin reads and understands these Hong Kong Terms.
2.2. Contracting entity. The Neat Services 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 a licensed money service operator (license number: No. 19-06-02796) supervised by the Customs and Excise Department under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance.
2.3. We are not a bank. Using Neat Services is not the same as depositing funds and making transfers to and from a bank account and your funds are not covered by the Deposit Protection Scheme under the Deposit Protection Scheme Ordinance (Chapter 581 of the laws of Hong Kong).
3.1. The Basic Services are provided to you as described in the Schedules to the Neat Master Terms, as amended and supplemented by Schedule 1 (Collection Services) in these Neat Hong Kong Terms.
4.1 Fees. Where applicable, you must pay us all applicable Hong Kong Fees before the due date, as set out on our pricing page
5. Other legal bits
5.1. Governing Law. These Hong Kong Terms and the Neat Master Terms (to the extent that they relate to you) shall be governed by Hong Kong law.
5.2. Disputes. If a dispute or claim is still not resolved through amicable negotiation (including any dispute on the existence, validity or termination of these Terms), you irrevocably consent to the matter being referred to and finally resolved by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (“HKIAC”). If any dispute is submitted to the HKIAC for arbitration, the arbitration shall be conducted in accordance with the Arbitration Rules of the HKIAC (HKIAC Rules) inforce at the time of applying for arbitration, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Hong Kong. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English. The arbitration award rendered by the HKIAC shall be final and binding on all the relevant parties.
5.3. No third party benefit. These Hong Kong 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.
6. Amending these Terms
6.1. For the avoidance of doubt, these Hong Kong Terms may be amended as set out in the Neat Master Terms.
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.
“Neat Hong Kong Customer” and “you” and “your” means a company that is established in Hong Kong and such other jurisdictions as set forth in the column headed “Jurisdiction” in Schedule 1 of the Neat Master Terms and that accepts these Hong Kong Terms.
“Neat Master Terms” means these Neat Master Terms.
“Neat Multi-currency Wallet” means a unique account ledger registered under your name and which records the amount of funds, in each Supported Currency, held by us for you.
“Payout Account” means an account nominated by you to withdraw the collected funds from your Neat Multi-currency Wallet as required by the Collection Services.
Schedule 1 – Collection Services – Neat Multi-currency Wallet
1. Source of Funds. You must not transfer (for example, top-up) any of your own funds or use the Collection Service to receive funds without a genuine underlying transaction for sales/purposes of goods or services at any time. If requested, you must promptly provide evidence of the funding source.
2. Withdrawal of funds. Subject to any set-off rights outlined below, 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:
2.1. remit the funds to your designated Payout Account;
2.2. return the funds to the Sender; or
2.3. remit the funds to you in any other way permitted by Applicable Law.
Referral bonus will be added to your Neat Business account and your friend’s Neat Business account within two weeks after the referred account received their first incoming payment.
The account must be funded within 3 months after account opening to qualify for the welcome gift and referral bonus.
In case of dispute, Neat reserves the right of final decision. Neat reserves the right to terminate this referral program at any time.
Supplementary Terms for Neat Visa Card – Advanced Services (Hong Kong)
Effective from June 17, 2021
1. Supplement to Neat Master Terms
1.1. Supplement. These Supplementary Terms for the Neat Visa Card in Hong Kong (HK Visa Card Supplementary Terms) are Advanced Services available for select Hong Kong Customers and supplement the Neat Master Terms and Hong Kong Terms relating to use of the Neat Services. These HK Visa Card Supplementary Terms, together with the Neat Master Terms and Hong Kong Terms (Neat Terms) govern the use of Neat Visa Cards by you. Unless otherwise defined in these HK Visa Card Supplementary Terms, all capitalised terms have the meaning given in the Neat Master Terms and Hong Kong Terms.
1.2. Effect. You agree that these HK Visa Card Supplementary Terms supplement the Neat Master Terms and Hong Kong Terms and the terms set out in this HK Visa Card Supplementary Terms will have immediate effect.
2.1. Coverage. These HK Visa Card Supplementary Terms apply to your Neat Visa Card Facility and each Neat Visa Card issued by us. These terms are legally binding on you. You are responsible for ensuring that each Employee Cardholder reads, understands and adheres to these HK Visa Card Supplementary Terms.
2.2. Acceptance. You or your authorised Business Admin agree to these HK Visa Card Supplementary Terms when you invite your first Employee Cardholder to apply for a Neat Visa Card. By clicking “confirm” (or similar prompt) you are agreeing to be bound by these HK Visa Card Supplementary Terms. For the avoidance of doubt, our agreement is with you, not your Employee Cardholder, so it is your responsibility to make sure your Employee Cardholder does not do anything to put you in breach of the Neat Terms.
2.3. About the Neat Visa Card. Our Neat Visa Card and Neat Visa Card Facility is offered to you by Neat Limited (Neat), 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 Limited holds a Money Lender’s Licence (1087/2021) in Hong Kong and is licenced as part of the Visa network, with Visa Worldwide Private Limited.
2.4. Territory. The Neat Visa Card is only issued to qualified Neat Hong Kong Customers and may be used anywhere in the world where Visa-branded cards are accepted as a payment method.
3. How to issue Neat Visa Cards
3.1. Submit a request. You or your Business Admins can, via your Neat Dashboard, request Neat to issue an invitation to any of your employees to apply for a Neat Visa Card. We are entitled to regard any person nominated as your Business Admin as having your full authority to act on your behalf.
3.2. Types of Neat Visa Card. You or your Business Admins can choose to issue a virtual or physical Neat Visa Card, and may choose a settlement Base Currency. Each physical and virtual Neat Visa Cards are separate cards with their own unique card number.
3.3. Application. Upon receiving the invitation, your Business Admin may submit an application on your employee’s behalf or your employee may submit an application for a Neat Visa Card and complete the onboarding procedures in the Neat Card App.
3.4. Information Request. If requested, you must provide us with information and documents regarding your Employee Cardholder or any employees who apply for a Neat Visa Card for us to carry out anti-money laundering and counter-terrorism, fraud prevention and other risk management checks and verification in accordance with Applicable Laws and our internal policies and procedures. If you fail to provide us with the required information or documents within 5 Business Days of our request, we may suspend or terminate your Employee Cardholder’s access to or use of the Neat Visa Card and/or decline any such employee’s application of the Neat Visa Card.
3.5. Compliance checks. We reserve the right to decline issuing Neat Visa Cards to any of your nominated employees if the person fails to pass our compliance and risk management checks.
3.6. Correct and up-to-date information. You confirm on your behalf of your Employee Cardholder that the information provided to us by them and you is true, accurate and complete. You are responsible to ensure the information provided by you and your Employee Cardholder is up-to-date at all times. Please notify us immediately if any information provided has changed. We reserve the right to conduct any additional compliance checks where there is a change of information. Any Loss arising out of any mistakes or incorrect information provided will be your sole responsibility.
3.7. Physical card activation. Upon receiving the physical Neat Visa Card, you must ensure your Employee Cardholder activates the Neat Visa Card promptly via the Neat Card App. The Employee Cardholder must sign the back of the physical Neat Visa Card immediately – they will not be able to use the Neat Visa Card until the card has been activated.
3.8. Physical card delivery. The physical Neat Visa Card will be delivered to the Employee Cardholder’s nominated address within seven (7) Business Days for Hong Kong addresses; and as soon as reasonably possible for international addresses.
3.9. Virtual card activation. Upon receiving email notification approving the Employee Cardholder application, the virtual Neat Visa Card will be immediately available for use in the Neat Card App.
4. Using the Neat Visa Card
4.1. Use. Use. The Neat Visa Card is a credit card which can be used to pay for your purchases of goods and services at physical locations, online and over the phone (including on e-commerce platforms, merchant’s websites or apps operated by the merchants), where Visa is accepted as a payment method. The Neat Visa Card may also be used to withdraw cash advances from ATMs bearing the Visa network brand, locally in Hong Kong and internationally, subject to applicable fees and charges as set out in the Fees. Except where specified in these Terms, you are fully responsible for any purchases or cash withdrawal transactions charged against your Neat Visa Card.
4.2. Failed and declined transactions. We are not responsible for any decision by a merchant to accept or reject the use of a Neat Visa Card or for any charges incurred by any user of a Neat Visa Card who does not, in fact, have authorisation from you to use the Neat Visa Card.
4.3. Unlawful use. We may, at our sole discretion, delay, decline, reverse, suspend or cancel any use of the Neat Visa Card in circumstances including, but not limited to any transaction that in our view:
4.3.1. may breach any laws or regulations in Hong Kong or any Applicable Laws of any other country;
4.3.2. may involve any person (natural, corporate or governmental) that is itself sanctioned or is connected, directly or indirectly, to any person that is sanctioned under economic and trade sanctions imposed by the United States, the European Union or any country;
4.3.3. may directly or indirectly involve the proceeds of, or be applied for the purposes of, unlawful conduct;
4.3.4. may be conducted by a person who is not an Employee Cardholder;
4.3.5. may be used for goods and services not related to your business; and
4.3.6. relates to Restricted Services (Schedule 5 of the Neat Master Terms).
4.4. Exchange rates. If a Neat Visa Card is used for a transaction in a currency other than your Neat Visa Card’s Base Currency, then the transaction currency will be converted into the relevant Base Currency, at Visa’s then-current exchange rate, plus any fee levied by Visa and us in accordance with the Fees. The estimated applicable exchange rate and conversion amount will be displayed at the time of transaction.
4.5. Neat property. The Neat Visa Card remains our property at all times. All physical Neat Visa Cards must be returned to us upon our request.
4.6. Non-transferable. Each Neat Visa Card can only be used by you and your Employee Cardholder, you can’t transfer it to another business or person. We may refuse to process your transactions with no notice if you allow another business or person to use your Neat Visa Card.
5. Your Visa Card Rewards
5.1. Rewards. Neat may offer rewards for using the Neat Visa Card from time to time. If Neat offers any rewards program, additional terms will apply and they will be set out on the Website.
5.2. Cash back limits. Where a reward is a cash back reward, it does not include any canceled or refunded transactions, or any other transaction that we consider ineligible, which may be determined entirely at our own discretion.
6. What is your Credit Limit and Card Limit?
6.1. Credit Limit. You can not exceed the Credit Limit set by Neat. We may review, adjust or cancel your Credit Limit at our discretion. We may, but are not obliged to, provide you with a Credit Limit that exceeds the total available cash balance in your Neat Multi-currency Wallet. For the avoidance of doubt, the Neat Visa Card is not a debit card.
6.2. Card limits and automatic repayments. You or your Business Admin, will need to set a Card Limit in your Neat Visa Card’s Base Currency for each Neat Visa Card on the Neat Dashboard. For each Neat Visa Card, at the time of a transaction authorisation, you authorise us to automatically place a hold in your Neat Multi-currency Wallet balance in an amount equivalent to the transaction value, plus applicable fees. The held amount will not be available for use until such time you have fully repaid any amounts due and payable to us in respect of that Neat Visa Card. Amounts you owe on a Neat Visa Card become due and payable by you once the transaction is authorised by Visa. You further authorise us to set-off and deduct against any amounts due and payable by you to us in respect of your Neat Visa Card transactions (as well as interest, costs, fees and other amounts payable) in accordance with Neat’s standard settlement cycle. Generally, the timing for settlement is currently two days after a Neat Visa Card transaction has been authorised.
6.3. Allocation of Card Limits. You or your Business Admin are responsible for allocating a Card Limit for each Neat Visa Card issued to your Employee Cardholders. You can increase and decrease the Card Limit in respect of each Neat Visa Card at your discretion.
6.4. Observe Card Limits. You must ensure that your Employee Cardholders observe the Card Limits at all times. We may refuse to process any transaction which, in whole or in part, exceeds such limits at our sole discretion. However, we also have discretion to process such transactions without notice to you, provided that the total Credit Limit is not exceeded.
6.5. Reject transactions. We also reserve the right not to process any Neat Visa Card transaction even though it would not cause a Card Limit or your Credit Limit to be exceeded ,including but not limited to the circumstances set out in Clause 4.3 (Unlawful use).
7. How transactions are authorised
7.1. Authorised and valid transactions. Subject to Clause 12 (Lost or stolen cards), you acknowledge and on behalf of your Employee Cardholders, that the following transactions are authorised and valid transactions when using the Neat Visa Card:
7.1.1. presenting the Neat Visa Card to a merchant and signing a receipt (or similar document) for that transaction;
7.1.2. tapping the Neat Visa Card at a merchant’s point-of-sale terminal with contactless technology;
7.1.3. providing the Neat Visa Card number and any other information required to a merchant, either directly or via a third party, over the phone or online;
7.1.4. withdrawing any cash advance from an ATM using the PIN; and
7.1.5. any other ways permitted by us from time to time.
7.2. Review your transactions. Unless stated otherwise in these HK Visa Card Supplementary Terms, we are not responsible for making any enquiries as to any use of the Neat Visa Card and the associated transactions, by your Employee Cardholders or otherwise. You should check you and your Employee Cardholders transaction history regularly, via the Neat Dashboard or Neat Card App (as applicable).
7.3. Secure use. You must and you must ensure your Employee Cardholder take necessary precautions to safeguard the use of the Neat Visa Cards, including:
7.3.1. ensuring that PINs are kept secure and, for example, not written on a physical Neat Visa Card or kept together with a physical Neat Visa Card;
7.3.2. ensuring that the Employee Cardholder does not share their PIN or other details required to use the Neat Visa Card with any other person;
7.3.3. ensuring that secure PINs are set (for example, not using PINs based on date of birth or other easily accessible information);
7.3.4. ensuring that only the relevant Employee Cardholder uses the Neat Visa Card; and
7.3.5. ensuring any virtual card numbers are kept securely and away from public display.
8. How can you verify and view your transaction history?
8.1. View transactions history You and your Business Admin can access all your Neat Visa Cards transaction history at any time through the Neat Dashboard. Your Employee Cardholder can view the transactions for their specific Neat Visa Card by the Neat Card App.
8.2. Transaction records. Subject to Clause 13 (Reversing a transaction) below, the transaction records on the Neat Dashboard or Neat Card App (as applicable) shall be conclusive evidence of the accuracy and authenticity of the transactions and shall be binding on you and your Employee Cardholders for all purposes.
9. How will you make repayments?
9.1. Pay all amounts owing. You must pay us all amounts owing in relation to all Neat Visa Cards. Usually, repayments will be automatic as we will apply the corresponding balance of your Neat Multi-currency Wallet to the debts owing by you or your Employee Cardholder in relation to that Neat Visa Card, as set out in Clause 6.2 (Card limits and automatic repayments). If, for any reason, the balance of your Neat Multi-currency Wallet is insufficient to discharge such debts in full, we may exercise our right under Clause 10.1 (Sett-off) of these terms and/or request immediate settlement of any such outstanding amount by you.
9.2. Currency of repayments. Any repayment to us, must be made in your Base Currency. We will only regard payments as having been made when we have actually received the relevant funds. If for any reason, any repayment to us is not made in your Base Currency, Neat may convert any money it receives or recovers to the relevant Base Currency using Neat’s then-current exchange rate. We may charge you a fee for performing the Exchange transaction in accordance with our Fees.
9.3. Charges. We may charge fees, charges and interest in accordance with the Fees for the time being in force, which will be automatically deducted from your Neat Multi-currency Wallet, as required.
10.1. You agree that we are entitled, at any time and without prior notice to you, to combine or consolidate the available cash balance maintained by us for you, and set off or transfer any money standing to the credit of any such account in or towards settlement (whether in full or in part) of any amount owing by you to us in connection with any Neat Visa Card transactions under your Neat Visa Card Facility. For the purposes of this Clause, we may make any necessary currency conversions at the rate we consider appropriate.
11. Managing your Neat Visa Cards
11.1. Neat Dashboard and Neat Card App. You can perform the following functions and manage your Neat Visa Cards via the Neat Dashboard or the Neat Card App (some of these functions are only available on the Neat Dashboard or Neat Card App):
11.1.1. Approved Business Admins can fill in the application for a Neat Visa Card for any of your employees and activate the Neat Visa Card on their behalf (as applicable);
11.1.2. send an invitation for an application for a Neat Visa Card to any of your employees;
11.1.3. set and vary the Card Limit for any Employee Cardholder;
11.1.4. update your details;
11.1.5. view the transaction history of all Neat Visa Cards;
11.1.6. replace, block (and unblock) or terminate any Neat Visa Card; and
11.1.6. carry out other actions as permitted by the Neat Dashboard or Neat Card App from time to time
12. What if you lose your Neat Visa Card or someone else uses it?
12.1. Lost or stolen card. You and your Employee Cardholder must notify us immediately if you become aware that the Neat Visa Card, its details (such as the card number, expiry date or CVV code) or security credentials like the PIN may have been lost, stolen, disclosed to an unauthorized party or compromised in some way. You can notify us as set out in the Neat Master Terms.
12.2. Block card. Immediately on becoming aware that a Neat Visa Card is lost or stolen or otherwise compromised under these Terms, you or your Business Admin must block the relevant Neat Visa Card via the Neat Dashboard or Neat Card App.
12.3. You are liable for any charges until you provide us with notice of a lost or stolen Neat Visa Card. Once you notify us, we will as soon as practicable block or cancel the relevant Neat Visa Card so that no further transactions can be made using that card
13. Reversing a transaction
13.1. Reversing a transaction. We may be entitled to seek to reverse transactions made through your Neat Visa Card where you have a dispute with the merchant that supplied the goods or services. For example, where you have paid for a good or service, but there was no delivery of the goods or services and your attempt to get a refund from the merchant was unsuccessful.
13.2. To avoid losing any rights you may have to dispute such a transaction, you should:
13.2.1. tell us as soon as possible after the date of the transaction; and
13.2.2. provide us with any information we ask for to support your request.
13.3. Investigation of misuse. Generally, under Visa’s operating rules Neat must lodge a fully detailed claim on your behalf within 120 days of the date of the transaction. If you do not notify us immediately and provide us with sufficient information, we may not be able to investigate or lodge a claim in time in which case you will be liable for the transaction. It is your responsibility to carefully review your transaction history. We are not responsible for any loss to you if you do not ask us to reverse a transaction in time.
13.4. If, after investigation, we are satisfied that you are entitled to reverse a transaction, the amount initially settled for the transaction will be credited to your Neat Multi-currency Wallet in the original currency of the transaction. If the original transaction is not the Base Currency of your Neat Visa Card, the amount will be converted using the prevailing Visa exchange rate at the time of the chargeback.
13.5. To notify us of a disputed transaction, please contact us as set out in the Neat Master Terms and we will then ask you for the required information to process your claim.
14. Your liability to us
14.1 General liability. You are liable for all transactions made by you and Employee Cardholders using the Neat Visa Card, until such time the card expires or is cancelled. You must pay us on demand all outstanding amounts owing on the Neat Visa Cards (including any interest, costs, fees and other amounts payable). You are fully liable for the portion of the outstanding balance that relates to each specific Employee Cardholder’s Neat Visa Card.
Some transactions can be made without a signature (for example orders placed by telephone or electronic means or transactions made with contactless technology). If your Employee Cardholder signs a receipt or other document to authorise a transaction, you are still responsible if any issues arise from that transaction and repayment of the amount of that transaction. If a transaction is made using a signature other than the signature on the Neat Visa Card, you are still responsible for any issues that arise from that transaction and repayment of the amount of that transaction.
14.2. No waiver. No action by any of your Employee Cardholders impacts any validity, enforceability, or releases or discharges any of the liability that you and your authorised representatives, including the Business Admin, owe to us.
14.3. Recovery of debts. We may at our discretion assign any or all sums owing to us in connection with a Neat Visa Card to any third party agency engaged by us (including any debt collection agency, credit management organisation or solicitor) for debt recovery. To the extent permitted by Applicable Law, you indemnify us for all debt recovery costs and expenses that we incur.
14.4. Indemnity. To the extent permitted by Applicable Law, you and any other authorised person shall indemnify us and keep us indemnified against any loss, expense, fee, cost or liability suffered or incurred by us as a result of or in connection with:
14.4.1 any non-observance or breach of the obligations under the Neat Terms by you and/or any Employee Cardholder;
14.4.2. any information supplied in relation to the application for or use or loss of the Neat Visa Card being invalid, incorrect, incomplete or inaccurate; or
14.4.3. any negligence or fraud or other misconduct on the part of you and/or any Employee Cardholder, including but not limited to legal fees and debt collection agency handling fees, together with all costs, charges, interest, penalties and expenses incidental or relating to it.
15. Your rights and our rights to terminate or suspend your Neat Visa Cards
15.1. Your rights to terminate. Without impacting any rights, obligations or liabilities owed by you to us prior to the date of termination:
15.1.1. you may terminate your Neat Visa Card Facility or any Neat Visa Card at any time by giving us notice in writing;
15.1.2. the termination will take effect immediately upon us receiving your notice; and
15.1.3. you should procure your Employee Cardholder to destroy the relevant physical Neat Visa Card and dispose of it carefully.
15.2. Our rights. Subject to Applicable Law:
15.2.1. we may, at our sole discretion, suspend, cancel or terminate the right of you, the Business Admin and/or your Employee Cardholders to use the Neat Visa Card Facility, any Neat Visa Card, and/or other related services under these Neat Terms at any time and with or without cause or prior notice;
15.2.2. we will use reasonable endeavours to immediately terminate a Employee Cardholder’s Neat Visa Card if you or your Employee Cardholder informs us that your Employee Cardholder’s employment with you is terminated due to retirement, resignation, dismissal or any other reason;
15.2.3. we shall not be liable for any loss or damage suffered or incurred directly or indirectly by you and/or any Employee Cardholders as a result of or arising from any such suspension, cancellation or termination; and
15.2.4. upon our request, you and/or your Employee Cardholder must return any physical Neat Visa Card to us and you shall be obliged to procure each Employee Cardholder to return their physical Neat Visa Card to us.
15.3. Obligations upon termination
15.3.1. Upon the termination of any Neat Visa Card Facility or Neat Visa Card, you and/or any relevant Employee Cardholder shall immediately cease using the Neat Visa Card Facility or relevant Neat Visa Card(s) and promptly carefully dispose of any physical Neat Visa Card. You shall remain fully liable for any and all continued use of the Neat Visa Card Facility and/or relevant Neat Visa Card(s).
15.3.2. The termination of your Neat Visa Card Facility or a Neat Visa Card (as the case may be) shall be without prejudice to any rights of either party which have accrued or become due on or before the date of expiry or termination. In addition, all provisions expressly or by implication intended to come into or continue in force on or after termination or expiry of this agreement, a Neat Visa Card Facility or a Neat Visa Card (as the case may be) shall remain in full force and effect.
15.4. Fees. If we or you terminate any Neat Visa Card 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.
16. Amending these Terms
16.1. We will provide you with 30 days notice via email the Neat Dashboard and Neat Card App or any other means, of any changes to these HK Visa Card Supplementary Terms that relate to Fees and charges and your liabilities or obligations.
16.2. For all other amendments these HK Visa Card Supplementary Terms may be amended as set out in the Neat Master Terms.
“ATM” means any automatic teller machine located anywhere in the world connected to the Visa network.
“Base Currency” means the base currency you designate for your Neat Visa Card which will be either Hong Kong Dollars or United States Dollars.
“Card Limit” means the agreed monthly card limit, set by you or your Business Admin for each Neat Visa Card.
“Credit Limit” means the maximum amount of credit (including interest, costs, fees and other amounts payable) that Neat has authorised you to borrow in relation to your Neat Visa Card Facility.
“Employee Cardholder” means your nominated employee(s), authorised representatives, consultants, agents, directors or advisers (including, if applicable, a Business Admin) to whom we have issued a Neat Visa Card.
“Fees” means the fees associated with the Neat Visa Card as set out on the pricing page of the Website.
“Hong Kong Dollars” or “HK$” means the lawful currency of Hong Kong.
“Neat Card App” means our Neat card mobile application, as available in the relevant app store, where your Employee Cardholder can manage their Neat Visa Card.
“Neat Visa Card” means each physical or virtual Visa credit card issued by Neat to you and your Employee Cardholder in a Base Currency and available for you to use in accordance with these Terms.
“Neat Visa Card Facility” means the credit facility granted to you by Neat in accordance with these HK Visa Card Supplementary Terms and to which each Neat Visa Card issued to your Employee Cardholder is associated.
“PIN” means the unique personal identification number for each of your Neat Visa Cards.
“United States Dollars” or “USD” means the lawful currency of the United States of America.
“You” and “your” means the company that has applied for and been granted a Neat Visa Card under the Neat Terms and your employees and representatives (including your Business Admin).
Cash Back (“Promotional Offer”)
This Promotional Offer sets out the specific terms of Neat Visa Card rewards as referred to in Clause 5 (Visa Card Rewards) of the HK Visa Card Supplementary Terms. This Promotional Offer forms part of the HK Visa Card Supplementary Terms.
Offer. We will provide you with a 1% cash back reward in the Base Currency of your Neat Visa Card rounded to the nearest cent, based on the total of all your Neat Visa Card transactions for the preceding month. The cash back will be paid into your Neat Multi-currency Wallet on the first day of the following month.
Term. This Promotional Offer is valid from 25 November 2020 until otherwise determined by Neat.
We reserve the right to cancel or change the terms of this Promotional Offer at any time without notice.
Effective from November 25, 2020
Neat Incorporation T&C
TERMS AND CONDITIONS
Capitalized terms used but not defined herein have the meanings assigned to them in the Business Terms of Service.
1.1 By applying for, using and/or receiving the Incorporation Services, you (“user”, “recipient” or “you”) accept and agree to be bound by the Terms throughout the business relationship between you and Neat. Neat reserves the right to modify the Terms or any features of the Incorporation Services at any time without prior consent from any user of the Incorporation Services and such modification shall be effective immediately upon either posting on the Website or notification to you as the case may be.
1.2 The Incorporation Services are provided solely for your benefit.
2. RESTRICTED COUNTRIES
2.1 We cannot provide Incorporation Services for customers with the following nationalities or who are residing in the countries from this list, or where the company to be incorporated as part of the Incorporation Services will have shareholders or directors with such nationalities or who are residing in such countries.
3. FEES, PAYMENTS AND REFUNDS
3.1 A service fee will be charged for the Incorporation Services, amount and details of which will be separately communicated to you.
3.2 Should your application for Incorporation Services be declined due to Neat’s internal checks, at the discretion of Neat the full price of the incorporation package shall be refunded to you and no company incorporation shall be effected.
3.3 You will not be eligible for refund in any other circumstances including but not limited to:
● The requested Incorporation Services not being completed because the application and/or submission is rejected by the Hong Kong Companies Registry or any other registrar or authority.
● You fail to respond within the time frame stipulated by, or to provide the necessary information and documents requested by the Hong Kong Companies Registry, Neat or its officers, employees, agents, licensors or other third-party providers.
● You terminate the Incorporation Services for a reason other than a material breach by Neat of these Terms which is not remedied within a reasonable timeframe.
● There is a change in laws, regulations or circumstances beyond Neat’s reasonable control in relation to the Incorporation Services rendering the provision of Incorporation Services in accordance with the scope as agreed at the time of engagement not possible.
● Your Neat Business Account (if any) is closed or suspended by Neat for any reason(s).
3.4 You will be responsible for costs incurred for any additional services outside the scope of Incorporation Services detailed on the Website.
3.5 Your payments are processed by Payment Card Industry Data Security Standard (PCI DSS) compliant partners.
4.1 Neat is a licensed Trust or Company Service Provider (“TCSP”), license number TC007913.
4.2 You acknowledge and agree that Neat may provide the Incorporation Services itself or via other TCSP-licensed partner service providers.
5. REPRESENTATIONS AND WARRANTIES
5.1 You represent, warrant and undertake that: 5.1.1 all information and documents, including personal data provided by or on your behalf to us are true, accurate, up-to-date and complete at the time provided, and were not obtained by you illegally or unlawfully, and Neat shall be entitled to rely upon the accuracy and completeness of all such information or documentation and any instructions from you or your directors, officers, employees or authorised persons without further enquiry; 5.1.2 you will provide all information and documents that Neat requires to provide the Incorporation Services in a timely manner; 5.1.3 you will comply with all applicable laws in relation to the Incorporation Services and no company in relation to which Incorporation Services are provided will carry out any illegal activities; 5.1.4 you will notify Neat immediately upon any disposal or transfer of any legal or beneficial interest in any company to which Incorporation Services are provided; and 5.1.5 that you will not allow any third party to use or to access the Incorporation Services by using your login credentials or otherwise use your account with Neat.
6.1 To the fullest extent permitted by law, Neat and its officers, employees and agents: 6.1.1 do not warrant that the Incorporation Services will be error-free or uninterrupted; 6.1.2 are not responsible for the availability of, and services or information provided, by third-party providers; 6.1.3 do not endorse the satisfactory quality, completeness, accuracy, non-infringement, compatibility, security, timeliness or reliability of any advice, opinion, statement or other material or database displayed, uploaded or distributed in the Incorporation Services or available through links in the Incorporation Services; 6.1.4 do not guarantee or warrant that the Incorporation Services or materials that may be downloaded from the Incorporation Services do not contain any destructive features or viruses, worms or otherwise and if you rely on the Incorporation Services and any materials available through the service, you do so solely at your own risk.
6.2 The information, materials and opinions contained on the Website and/or provided as Incorporation Services: 6.2.1 are provided “as is”, without any conditions, warranties or other terms of any kind and, to the extent permitted by law, the Website and the Incorporation Services are provided on the basis that all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for these Terms, might have effect in relation to the Website or the Incorporation Services) are excluded; 6.2.2 are for general information purposes only, should not be construed as legal, accounting, financial or tax advice or opinions and should not be relied upon in that regard.
6.3 You must not rely on any statement, materials or information published on the Website or obtained through the Incorporation Services without taking independent legal or other professional advice in relevant jurisdiction(s). Neat reserves the right to correct any errors or omissions in the Incorporation Services.
6.4 The Incorporation Services will be provided based on the information you supply to us and the circumstances made known to us by you. We rely on you bringing to our attention as soon as possible any changes in the information originally provided as it may impact the provision of Incorporation Services.
7. LIMITATION OF LIABILITY
7.1 In the absence of Neat’s negligence, fraud or willful misconduct, none of Neat, its officers, employees, agents, licensors or other third party providers (the “Indemnified Persons”) shall be liable in tort (including negligence), contract, misrepresentation or otherwise, to you or any other person for any claims, liabilities, losses, damages, costs or expenses (“Losses”) in relation to any actions taken or omitted to be taken by the Indemnified Persons in the provision of the Incorporation Services or in connection with the Website and no Indemnified Person shall be liable in tort (including negligence), contract, misrepresentation or otherwise for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including loss of revenues or profits, loss of business or loss of data, in any way related to the Incorporation Services or the Website or for any Losses based on errors, omissions, interruptions or other inaccuracies in the Incorporation Services or on the Website even if such Losses were foreseen or foreseeable.
7.2 Subject to clauses 7.1 and 7.3, Neat’s total liability in connection with the IncorporationServices or the Website shall be limited to the amount you have paid, if any, for use of the Incorporation Services.
7.3 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 by applicable laws.
7.4 You agree that if you make any claim against us for Losses and those Losses are contributed to by your own actions, then liability for your Losses will be apportioned as is appropriate having regard to the respective responsibility for the Losses, and the amount you may recover from us will be reduced by the extent of your contribution to those Losses.
7.5 No member, officer or employee of Neat assumes, or will assume, personal liability for the provision of the Incorporation Services or, to the extent permitted by law, will have any personal liability for any matter arising out of or in connection with, the business relationship between you and Neat whether in contract, tort (including negligence), breach of statutory duty or otherwise. Further, you agree not to bring any claim in contract, tort (including negligence), breach of statutory duty or otherwise against any of our members, officers or employees in respect of the Incorporation Services.
7.6 You will indemnity and keep indemnified the Indemnified Persons from and against all Losses for which any of them may become liable and against all actions, suits, proceedings, claims or demands of any nature whatsoever which may be asserted, taken or made against any of them, or which any of them may incur or which may arise directly or indirectly by reason of the provision of the Incorporation Services or anything done or omitted to be done in relation thereto including legal fees and expenses in connection with the investigation of, preparation for, or defence of any pending or threatened claim or action or proceeding arising therefrom. The provision of this indemnification clause will not apply to the extent the Loss arises as a result of Neat’s negligence, willful misconduct or fraud.
8. ACCESS TO OTHER LINKS
8.1 The Incorporation Services contain links to other websites. Neat is not responsible for the availability of these outside resources, or their content, and you should direct any concerns regarding any external link to the site administrator or webmaster of such sites.
8.2 The contents of other websites, services, goods or advertisements that may be linked from the Website may not be maintained or controlled by Neat. Neat is therefore not responsible for the availability, content or accuracy of such other websites, services or goods that may be linked from, or advertised on the Website. Neat does not: 8.2.1 make any warranty, express or implied, with respect to the use of the links provided on the Website; 8.2.2 guarantee the accuracy, veracity, reliability, completeness, usefulness or adequacy of any other websites, services, goods or advertisements that may be linked from the Website; or 8.2.3 make any endorsement, express or implied, of any other websites, services, goods or advertisements that may be linked from the Website.
9. DATA AND COMMUNICATIONS
9.1 Upon your registration for the Incorporation Services, Neat will request you to provide certain personal data as set out in the registration form for the Incorporation Services, and will obtain from you or other sources information relating to you (such data and information provided to or obtained by Neat, collectively, “Personal Data”). You may decline to provide the Personal Data, but in such case Neat reserves the right not to provide the Incorporation Services to you.
9.3 Notices may be given through electronic communications including by electronic mail, publication on the Neat Business Dashboard, the Website, or other means. Such electronic communications will be effective when effected.
9.4 Neat may retain originals or copies of any information or documents provided by you in accordance with professional standards and applicable laws.
10. SUSPENSION AND TERMINATION
10.1 Neat may: 10.1.1 deactivate or suspend the Incorporation Services or any part thereof, with or without notice and without liability to you, to carry out system maintenance, upgrading, testing and/or repairs; and/or 10.1.2 limit or suspend your access to any of the Incorporation Services with or without notice and without liability to you if Neat is of the opinion that such action is appropriate as a result of your use of the Incorporation Services; 10.1.3 terminate the Incorporation Services with immediate effect if you breach these Terms or fail to pay any fees for the Incorporation Services when due; and/or 10.1.4 terminate the Incorporation Services with immediate effect if any of the events set out in clause 29.3 of the Neat Business Terms of Service arises.
10.2 The Incorporation Services may be terminated at any time by the user or by Neat by giving the other 1 months’ prior notice.
10.3 Termination hereunder shall not affect either party’s rights in relation to any antecedent breach or liability incurred prior to the date of termination. Clauses 3, 5, 6, 7, 10 and 12 of these Terms shall survive termination and continue to have effect after such termination.
11. CONTENT AND INTELLECTUAL PROPERTY
11.1 The content provided in connection with the Incorporation Services or on 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 Incorporation 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.
11.2 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 are free to use them as we see fit.
11.3 Nothing in these Terms grants you any legal rights in the content provided in connection with the Incorporation Services and/or the Website, other than as necessary to enable you to utilise the Incorporation Services during the term of such Incorporation Services.
12.1 Neat shall have the right to sub-license, sub-contract, assign or transfer its rights and obligations in these Terms.
12.2 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.
- 3 These Terms shall be governed by and construed in accordance with Hong Kong law. You agree that any contractual or non-contractual action arising in relation to these Terms or the Incorporation Services shall be subject to the exclusive jurisdiction of Hong Kong courts.
12.4 Any right or benefit conferred by these Terms on any person other than Neat (a “Third Party”) shall not be enforceable directly by such person and may only be enforced on such person’s behalf by Neat who shall hold such rights and benefits on bare trust for each Third Party. Neat may terminate, rescind or vary these Terms (including removing or amending any Third Party right) without regard to any such trust and without the consent of or the giving notice to any Third Party but no such action shall affect any rights of a Third Party which had accrued prior to such action or where any such action would not be permitted by law. You, Neat and/or a Third Party shall enter into such agreements as may reasonably required for the purpose of ensuring that such Third Party obtains the full benefits of any right conferred on it by these Terms. Neat shall not be required to take any action to enforce any Third Party’s rights or benefits under these Terms.
12.5 A failure by Neat to enforce any of its rights under these Terms or applicable laws shall not be deemed to constitute a waiver of such rights.
12.6 Any provision of these Terms which is declared by any court or tribunal of competent jurisdiction to be illegal, invalid or unenforceable in any respect shall be severed from these Terms without affecting the legality, validity or enforceability of the remaining provisions of the Terms, which shall continue in full effect.
Neat Limited is registered with the Hong Kong Companies Registry. It is incorporated in Hong Kong under company number 2312276. Its registered office is at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong.
Effective from Jun 1, 2022
The following fees and charges apply with respect to customers of Neat Limited.
Incoming Payments Fee Table
|From Hong Kong bank accounts to HKD wallet via FPS or CHATS||FREE|
|From Hong Kong bank accounts to USD wallet via CHATS||FREE|
|From accounts within SEPA to EUR/GBP wallets||FREE|
|International payment to USD/HKD wallets*|
*International payments processed over the SWIFT network to Neat or any bank may incur a variety of fees, outside of our control. Usually, payments are processed by a network of banks (intermediary / correspondent banks), which charge a handling fee.
Outgoing Payments Fee Table
|From HKD wallet to Hong Kong banks via FPS|
|From USD/HKD wallets to Hong Kong banks via CHATS|
|From Neat EUR/GBP wallets to bank accounts within SEPA||FREE|
|International payments (excluding correspondent bank charges)**|
|International payments (including correspondent bank charges)**|
**For more information on the payment routes, please refer to our Payout guide.
****A Payment Amendment Fee of US$38.43 or HK$300 would occur when you make revisions to an initiated outgoing transaction such as the beneficiary name, information, amount, and more from your HKD or USD wallets. This fee is charged by the payment service provider.
Neat Visa Card Fee Table
|Card Transaction (domestic)||Free|
|Foreign Merchant Fee1,2||1.5%|
1 No foreign merchant fee applies to transactions made in the same currency as your Neat Visa Card, irrespective of the country where the merchant is based. e.g. if you are making a payment in USD from your Neat Visa USD card with a merchant based outside of Hong Kong, then no foreign merchant fee will apply. However, if you are paying for a transaction in EUR for example using your Neat Visa USD card then a 1.5% foreign merchant fee will apply.
2 When a transaction currency denomination is different than the Base Currency of your Neat Visa Card, the Visa exchange rate will apply. e.g. if the Base Currency of your Neat Visa Card is USD and the transaction is denominated in HKD, then the Visa exchange rate will apply.
Incorporation Fee Table
|Incorporation Bundle||US$650 or HK$5,600|
|Business Registration Fee||Includes|
|Government Incorporation Fee||Includes|
|1 Year Registered Office Address (mandatory)||✓|
|1 Year Company Secretary (mandatory)||✓|
|Digital Copy of Official Company Documents||✓|