Master Terms and Conditions
Effective from January 20, 2020
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:
Where Neat collects Supported Currencies from third parties for you, pending your settlement instructions
See Schedule 2
Where you can Exchange funds between Supported Currencies
See Schedule 3
Where you can send Payments to your payees
See Schedule 4
Where you can access and manage your Neat Services
See Clause 4
Other Basic Services made available by Neat to you from time to time
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 person 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 in writing to us any of your officers, employees or agents as having the authority to use the Neat Dashboard as your authorised Business Admin. Unless you notify us in writing otherwise (and we acknowledge such notification), a Business Admin shall have the authority to give instructions and perform any act on your behalf via the Neat Dashboard. 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 carrying 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 Transfer 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 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 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, including 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 provide Neat Services and/or 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
8.6.2 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
9. Transfer Limits
9.1. We shall impose at our sole discretion Transfer Limits in relation to the Neat Services. The details of your Transfer Limits shall be set out on the Neat Dashboard from time to time.
9.2. You and your Business Admin can view these Transfer 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 inconnection 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 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 foreing language version, theEnglish 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
Neat Limited (2312276)
1. Money Service Operator Licence (19-06-02796) 2. Money Lender Licence (0464/2020) 3. Trust or Company Service Provider (TC006452)
10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong
Neat Global Limited (11986033)
1. Electronic Money Directive Agent (902145) of PayrNet Limited, Electronic Money Institution Licence (900594)
70 Wilson Street, London, EC2A 2DB, United Kingdom
Region Specific Terms - United Kingdom
Rest of the world
Neat Limited (2312276)
1. Money Service Operator Licence (19-06-02796) 2. Money Lender Licence (0464/2020) 3. Trust or Company Service Provider (TC006452)
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. Collections 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 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 connect 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 Transfer 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 Transfer 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:
“Accepted Countries” means any jurisdiction that is on this list
“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 and use your Neat Services as your authorised person.
“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.
“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.
“Transfer 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.
“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.