RONGHAN INTERNATIONAL LIMITED ONERWAY MERCHANT SERVICES AGREEMENT
Onerway is a registered trading name and payment service brand of Ronghan International Limited an Electronic Money Institution regulated by the FCA in the UK under license number: 937049.
This Agreement (“The Agreement”) is made on [01/08/2022] ( “Effective Date”)
Ronghan International Limited (trading under the brand name “Onerway”), a company registered in England and Wales under company number 09534814; and having its registered office at: Office 327, 15 St Helen’s Place, London, EC3A 6DQ. (“RHI”)
- Definitions and Interpretation
1.1 In this Agreement the following words and expressions have the following meanings:
Access Codes means usernames, passwords and any other security information required by the Company to access the Merchant Payment Account;
Acquiring Services means the processing by RHI of Transactions and the receipt and disbursement of related funds under this Agreement;
Applicable Law means all laws, rules and requirements applicable to RHI and the Company when carrying out their obligations under this Agreement;
Assessment means any and all assessment, fees, costs, expenses or charge of any nature which is levied under its Scheme Rules at any time directly or indirectly in relation to any aspect of the relationship between the Parties;
Business Day means a day other than a Saturday or Sunday on which banks are open in the United Kingdom (“UK”);
Barcode means a barcode that is provided by Payment Method Facilitators;
Company/Merchant means you, the Client/the Company/Merchant;
Customer means a Payment Method Facilitators’ customer who performs the transaction with the Company;
Scheme means the Payment Method Facilitators’ Payment Network;
Scheme Rules means all applicable rules, regulations and operating guidelines issued by Payment Method Facilitators;
Commencement Date means the date on which both Parties have executed this Agreement;
Confidential Information means:
(1) all information of a confidential nature (including trade secrets and information of commercial value including but not limited to all information of a commercially confidential nature relating to the operations, contracts or commercial or financial arrangements) which may become known to one Party (“receiving Party”) from the other Party (“disclosing Party”);
(2) any information relating to a Party’s operations, processes, plans, intentions, designs, market opportunities, marketing, sales, strategies, trade secrets, technical, developmental, product operating, performance, cost, knowhow, business and process information, computer programming techniques, file formats, interface protocols, interface formats, computer programs and software (including, but not limited to, source code, object code, software output, screen displays/file hierarchies, graphics and user interfaces), and all record bearing media containing or disclosing such information and techniques; samples, models or prototypes, or parts thereof; formulas; and third party confidential information;
(3) the provisions of this Agreement and the negotiations relating to it and the operation of this Agreement, but does not include information which is public knowledge or already known to the receiving Party receiving the information at the time of disclosure or which subsequently becomes public knowledge other than by a breach of this Agreement or subsequently comes lawfully into the possession of the receiving Party from a third party;
Damages means all payments, costs, expenses, losses, claims, damages, awards, orders,
liabilities, compensation, and legal and regulatory proceedings of any nature, whatsoever;
Data Protection Addendum means the data protection addendum entered between the Parties dealing with the Parties’ respective obligations under the DPA;
Data Protection Laws mean the following, to the extent they are applicable to a Party:
(a) Data Protection Act 2018;
(b) the General Data Protection Regulation (2016/679) (“GDPR“);
(c) Privacy and Electronic Communications (EC Directive) Law 2003; and
(d) any other applicable laws relating to data protection and privacy applicable to the Parties;
RHI API means a technical integration API provided by RHI to the Company;
RHI Merchant Funds Account means the segregated bank account(s) in which “relevant funds” will be held by RHI separately from RHI’s own funds in accordance with the applicable provisions of the Payment Services Regulations 2009;
Fees means the fees applicable to the Services, as specified in Schedule 1;
Good Industry Practice means the exercise of the highest degree of skill, care, prudence, efficiency, foresight, and timeliness which would reasonably be expected from a person highly skilled and experienced in providing services similar to the Services;
Group in relation to a company, means that company, any subsidiary or holding
company from time to time of that company, and any subsidiary from time to time of a holding company of that company;
Group Company in relation to a company, means any member of its Group;
Intellectual Property Rights means inventions, patents, registered designs, trademarks, service marks, domain names, trade and business names (including internet and email addresses), applications for any of the foregoing, copyrights, unregistered designs, confidential information, know how and database rights including all extensions and renewals and the goodwill attaching to any of them and applications for any of them and any right or form of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
Live Date means the date on which the Services shall be first made available to the Merchant by RHI for commercial use, as specified in Schedule 1;
Merchant Payment Account means the data account in RHI’s systems that records the Transactions; the amounts paid to or payable by the Company in relation to the Transactions and Fees; and other information related to the Company and the subject matter of this Agreement;
Merchant’s Bank Account means the bank account that the Company is obliged to maintain under Clause 4 of this Agreement;
Merchant ID means the unique number(s) that is assigned to the Company’s Merchant Payment Account to identify the Transactions during processing via the agreed Scheme;
Month means a calendar month;
Onerway is the Doing Business As (DBA) name of Ronghan International Limited.
Party means each party to this Agreement;
Payment means a payment by a customer using a Payment Method Facilitators’ barcode for the purchase of goods or services from the Company;
Payment Method Facilitator means payment methods as agreed in writing by both Parties as specified in Schedule 1.
PCIDSS means the Payment Card Industry Transaction Data Security Standard provided by the PCI Security Standards Council as described at https://www.pcisecuritystandards.org/security_standards/;
Publicity means any written or oral publicity, news release or other public announcement;
Reason Code means a code used by Payment Method Facilitators to classify a specific activity, act or omission;
Refund means the repayment by the Company to a Customer of all or part of a Payment;
Refund Reversal means a transaction initiated by the Company to reverse a Refund to which the Customer was not entitled Regulator any person or body concerned with the enforcement or supervision of, making or compliance with Applicable Law;
Representative means all employees, temporary staff, independent contractors, part-time staff, call center operatives, marketing and sale personnel, legal advisors, agents, representatives and all other people, in each case retained by or otherwise working under the direction of any member of either Party;
Rolling Reserve means an amount equal to a proportion of the proceeds of Payments received by RHI, specified in Schedule 1, which is held by RHI in the RHI Merchant Funds Account for a period of time before being disbursed to the Company, subject to the provisions of Schedule 2;
Schedule means a Schedule to this Agreement;
Security Account means any bank account established and managed by the Company for the deposit of funds by RHI in connection with the Merchant ID, the Transactions and/or this Agreement;
Services where the context allows, means both the Acquiring Services and the Technical Services;
Settlement Amount means the amount owed by either Party to the other as a result of the operation of the Settlement Process in relation to the Transactions;
Settlement Period means the period in respect of which the Settlement Amount is calculated in accordance with the Settlement Process;
Settlement Process means the process specified in Schedule 2;
Supported Currencies means the currencies in which Transactions may be processed under this Agreement, as specified in Schedule 1;
Technical Services means any services supplied by RHI that are not regulated payment services (e.g. data transfer or “gateway” services) as specified in Schedule 1;
Term the duration of this Agreement specified in Clause 14;
Territory means countries specified in Schedule 1;
Transaction means Payments, Reversals, Refunds and Refund Reversals;
Transaction Data means documents, data and records of any kind relating to Transactions;
Verification means the use of all reasonable means made available via RHI and/or the Payment Method Facilitators to verify that Transactions are valid;
YUAN means YUAN CAPITAL LTD/TGPay;
1.2 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.3 Headings in this Agreement are for ease of reference only and do not affect its interpretation.
1.4 The plural includes the singular and the other way around.
1.5 Where anything in this Agreement requires any Party to do or refrain from doing anything, the Party agrees that it is its obligation to ensure that its Representatives comply with the requirement.
1.6 This Agreement is concluded in the English language and all communications (including any notices or the information being transmitted) shall be in English. In the event that the Agreement is translated, for your convenience, into any other language, the English language text of the Agreement shall prevail.
2. Acquiring and Technical Services
2.1 This Agreement governs the process by which RHI will make available the Merchant ID for the Company to accept Payments.
2.2 RHI will support more payment methods in the future including but not limited to those set out in Schedule 1. Such payment methods will all be applicable to this Agreement upon written consent of both Parties.
2.3 In return for the Fees related to Acquiring Services, RHI shall supply the Company with the Acquiring Services in accordance with the Agreement, with all reasonable care and skill, and in compliance with Good Industry Practice and Applicable Laws.
2.4 In return for the Fees related to the Technical Services, RHI shall supply the Company with the Technical Services in accordance with the Agreement, with all reasonable care and skill, and in compliance with Good Industry Practice and Applicable Law, however, the Parties acknowledge that Technical Services are not regulated under the Payment Services Regulations 2009.
2.5 If the Company’s annual turnover and/or annual balance sheet total exceeds €2 million and the Company has at least ten (10) employees (a “Large Enterprise”), or the Company is a charity with annual income of €1 million or more (a “Large Charity”), the Company:
2.5.1 confirms that it is not a consumer, micro-enterprise or a charity within the meaning of the Payment Services Regulations;
2.5.2 agrees that none of the provisions of Part 5 of the Payment Services Regulations applies to this Agreement; and
2.5.3 agrees that regulations 54(1), 55(2), 60, 62, 63, 64, 67, 75, 76 and 77 of the Payment Services Regulations do not apply to this Agreement.
2.6 No change to this Agreement shall be valid unless and until it is agreed between the Parties in writing.
2.7 Subject to ongoing compliance by the Company with all the conditions in this Agreement RHI will authorize the Company to accept Payments through the RHI API as soon any test process or procedure as is agreed between the Parties is successfully completed and with the prior approval of RHI (such approval not to be unreasonably withheld or delayed).
2.8 RHI shall:
2.8.1 at all times comply and continue to comply with the Applicable Law so far as they are applicable and comply with the requirements of the agreed scheme whether as to settlement or otherwise;
2.8.2 follow the Settlement Process specified in Schedule 2.
2.8.3 use all reasonable endeavors to ensure that its Representatives cannot procure, connive or be a party to any fraud related to the transactions or Merchant Payment Account; and
2.8.4 consider and process all requests for RHI’s consent to allocation of any Merchant IDs with reasonable diligence and not unreasonably withhold or delay any such requests.
2.9 RHI shall obtain all necessary consents, approvals and regulatory authorizations and licenses in order to supply the services under this Agreement prior to the commencement of this Agreement and maintain all such consents, approvals, authorizations and licenses for the Term.
3. Merchant Payment Account and Merchant IDs
3.1 The Merchant Payment Account is a data account in RHI’s systems that includes Transaction details (including applicable Fees, dates and, where relevant, the currency of the Transaction and any applicable exchange rate(s)) and certain details about the Company.
3.2 To be eligible for a Merchant Payment Account, the Company must be a company incorporated in the Territory.
3.3 Each time the Company seeks to access the Merchant Payment Account RHI will check the Company’s identity by asking for Access Codes. As long as the correct Access Codes are entered, RHI will assume that the Company is the person giving instructions and making Transactions and the RHI will not be liable for them, except to the extent provided for in Clause 3.5. The Company must therefore keep the Access Codes secret and make sure that they are not stored in a way that enables others to impersonate the Company.
3.4 RHI can refuse to act on any instruction that RHI reasonably believes: (i) was unclear; (ii) was not given by or on behalf of the Company; or (iii) would cause RHI to breach a legal or other duty; or if RHI believes the Service is being used for an illegal purpose.
3.5 Unless and until the Company notifies RHI by email to merchant@pacypay.com that the Company believes that someone else knows the Access Codes or can use the Service by impersonating the Company:
3.5.1 the Company will be responsible for any instruction which RHI receives and acts on, even if it was not given by the Company; and
3.5.2 RHI will not be responsible for any unauthorized access to confidential information about the Company in the Merchant Payment Account,
provided always that RHI acts reasonably and diligently in seeking to identify instructions which are not provided by or on behalf of the Company in accordance with Clause 3.6.
3.6 RHI will do all that RHI reasonably can to prevent unauthorized access to the Merchant Payment Account. RHI will accept liability for any loss or damage to the Company resulting directly from any unauthorized access to Merchant Payment Account pursuant to Clause 15 of this Agreement to the extent that such losses were not caused by the breach by the Company of its obligations under this Clause 3.
3.7 Amounts shown in the Merchant Payment Account are denominated in the currency the Company has chosen from among the Supported Currencies. Interest does not accrue on any funds corresponding to such amounts. The Merchant Payment Account is not a bank account and the Acquiring Service is not covered by the Financial Services Compensation Scheme.
3.8 Funds in the RHI Merchant Funds Account will be held in one or more segregated bank accounts separately from RHI’s own funds, in accordance with the provisions of the Payment Services Regulations 2009. No interest will be paid by RHI on funds held in the RHI Merchant Funds Account.
3.9 Except as required by law, RHI shall not be responsible, and the Company will be solely responsible, for
(a) compiling and retaining its own copy of permanent Transaction Data and other data associated with the Merchant Payment Account and the Company’s activities in connection with this Agreement, and
(b) producing its own reconciliation of all payments due to and from the Merchant’s Bank Account and the RHI Merchant Funds Account. Upon the termination of this Agreement for any reason, RHI shall have no obligation to the Company to store, retain, report, or otherwise provide any copies of, or access to, the Transaction Data or any records, documentation or other information in connection with any Transactions or the Merchant Payment Account.
3.10 Merchant IDs may only be introduced and operated with the formal written consent of RHI (such consent not to be unreasonably withheld or delayed). RHI may in its discretion withhold its consent to any Merchant ID, or to any changes being made to any Merchant ID (such discretion to be exercised reasonably).
3.11 Prior to the allocation by RHI of any Merchant ID, the Company must provide such details of the proposed use of such Merchant ID to RHI as are reasonably notified to the Company from time to time. The details will include, but not be limited to:
3.11.1 Full details of the Company, the nature of its business and the nature of the proposed Payments;
3.11.2 A completed Merchant application form on RHI’s then current standard form (as notified by RHI to the Company from time to time) in relation to the proposed Merchant ID;
3.11.3 the projected volumes and turnover of Payments and Refunds (provided always that such projections shall not be deemed to be binding).
3.12 RHI will promptly provide initial feedback to the Company, and unless prohibited by Applicable Law notify the Company of any matters which may lead RHI to withhold its consent to providing a Merchant ID.
3.13 The use of each Merchant ID by the Company must:
3.13.1 be and remain fully compliant with any provisions of the Scheme Rules (as notified to the Company by RHI);
3.13.2 be and remain fully compliant with all Applicable Law, as well as RHI’s policies and procedures described in Schedule 2.
4. Merchant’s Bank Account and Security Account
4.1 During the Term, the Company must maintain a Merchant’s Bank Account at a duly authorized credit institution in the sole name of the Company to which RHI may pay any Settlement Payment, and the Company shall have the sole mandate in respect of such account.
4.2 The Company shall notify RHI in writing in advance of any changes proposed by the Company or any third party in respect of the Merchant’s Bank Account (including, without limitation, the location of the branch at which such account is held) and shall not implement such changes without RHI’s prior written consent (such consent not to be unreasonably withheld or delayed). If any change in the Merchant’s Bank Account details is imposed on it, the Company shall notify RHI in writing as soon as reasonably practicable, giving such details of such changes and the reasons for them as RHI requests from the Company in writing.
5. Fees and Settlement
5.1 In consideration for RHI’s performance of the Services in accordance with the terms of this Agreement, the Company must pay to RHI in accordance with the Settlement Process:
5.1.1 the Fees relating to the Technical Services specified in Schedule 1;
5.1.2 all fees, fines or Assessments that RHI incurs with the Scheme in relation to the Transactions solely to the extent that such fees, fines or assessments do not arise as a result of RHI’s acts or omissions.
5.1.3 Any other reasonable and properly incurred and evidenced fees RHI incurs in relation to the Services, subject to the prior written consent of Company, such consent is not unreasonably withheld;
5.2 RHI shall in accordance with the Settlement Process:
5.2.2 disburse each Settlement Amount to the Company in the Supported Currency or as otherwise agreed with the Company. In circumstances where a currency conversion is applied to the Settlement Amount, RHI shall use its prevailing exchange rate of the day, applied on the date of disbursement, as notified by RHI to the Company from time to time. The reference rate will fluctuate and is therefore indicative only.
5.3 We may defer payment of any Settlement Amount:
5.3.1 if, following any deductions pursuant to Clause 5.2, the amount of such Settlement Amount is less than the minimum threshold as set out in Schedule 2, until the total Settlement Amount payable reaches that threshold as set in Schedule 2;
5.3.2 where we reasonably believe that a Transaction may be fraudulent or involves other criminal activity, until the satisfactory completion of our investigation (such investigation to be carried out promptly by RHI) or that of any Scheme, regulatory or third party; or
5.3.3 if we become aware or reasonably believe that you are in breach of or likely to be in material and irremediable breach of your obligations under this Agreement.
5.4 The Company hereby irrevocably authorizes RHI from time to time both before and after demand to (acting reasonably) set-off by whatever means the whole or any part of the Company’s liabilities to RHI under this Agreement against any Settlement Amount due to the Company against any sums owed by RHI to the Company under this Agreement. RHI shall use all reasonable endeavours to notify the Company in writing in advance of its intention to exercise its rights under this Clause 5.4. Any exercise by RHI of its rights under this Clause 5.4 shall be without prejudice and in addition to any other rights or remedies available to it under this Agreement or otherwise.
5.5 The Company may set-off any of RHI’s liabilities to the Company under this Agreement or any other Agreement (whether such liabilities are present, future, actual, contingent or potential) against any amounts due to RHI from the Company subject to serving at least seven days’ advice notice upon RHI.
5.6 Any Fees or other sums payable under this Agreement are exclusive of any applicable Value Added Tax, which must, in all cases be paid by the Company. VAT is not currently chargeable on financial transactions. Should the rules on VAT change in the future to this regard, the Parties shall meet in good faith to agree on revenue share conditions under a contract amendment within 30 days.
5.7 For the avoidance of doubt, all Scheme fines (for violations, non-compliance, etc.) will be passed through to the Company save to the extent any such fines arise as a result of the act or omission of RHI. RHI reserves the right to deduct these Scheme fines form the Company’s settlement subject to Clause 5.4.
5.8 Without prejudice to all other rights and remedies available in law or in equity, RHI or where applicable Company (“the invoicing party”) may assess a late charge at a rate of four percent (4%) per annum above base rate of Barclays Bank Plc on all undisputed amounts not paid within thirty (30) days after such payment becomes due and payable. Each Party acknowledges and agrees that the interest payments set out in this Clause are, in the context of the activities contemplated under this Agreement, a “substantial remedy” (as this expression is used in the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time). RHI may also suspend the Services, for as long as any such amount is not reasonably disputed and remains unpaid after the thirty (30) day period.
6. Obligations of Company
6.1 During the Term, the Company shall:
6.1.1 require Customers to complete Verifications which comply with the Scheme Rules and Applicable Law;
6.1.2 comply with its obligations under the Scheme Rules, to the extent that RHI and/or the relevant Scheme informs the Company of those obligations;
6.1.3 comply with all Applicable Law, including such as applies to any sale of goods and/or services by the Company in connection with the Transactions and the execution and performance by the Company of its obligations under the Agreement;
6.1.4 comply with its contractual obligations relating to any sale and/or supply of goods and/or services by it to Customers;
6.1.5 only undertake Transactions with Customers in connection with goods and/or services which the Company has sold and supplied to them;
6.1.6 only undertake Payments which a Customer has authorised in accordance with Applicable Law, the Agreement, the Scheme Rules and any other information or reasonable instructions provided by RHI to the Company in advance and in writing from time to time;
6.1.7 take reasonable steps to ensure that its Representatives cannot procure, connive or be party to any fraud related to the Customer’s account or Merchant Payment Account;
6.1.8 notify RHI as soon as reasonably practicable if it becomes aware of or suspects any security breach relating to Transaction Data or any Customer’s personal data and as soon as reasonably practicable, (without prejudice to any other remedy RHI has in respect thereof) identify and mitigate the cause of such security breach and take any steps that RHI may (at RHI’s cost) reasonably require.
6.2 Payment Method Facilitators are responsible for resolving all disputes and queries arising in respect of goods or services sold or supplied in relation to the Transactions, which occur with the Customers.
6.3 Either Party must inform the other Party within 30 days in the event of any relevant change in control. For the purposes of this Clause 6.3, a relevant change in control takes place if, in respect of the Company or any of its Holding Companies, a person becomes (for the first time) or ceases to become a “Relevant Controller”, meaning either
6.3.1 a director of that company (or an officer with similar powers to a director); or
6.3.2 the owner of at least 10% of the issued share capital of that company, or the holder or controller of 10% of the voting rights of that relevant company and “Holding Company” has the same meaning as it does in Section 1159 of the Companies Act 2006.
6.4 Each Party shall perform its obligations in a timely manner and shall provide the other Party with all reasonable cooperation reasonably required by that Party to perform its obligations under this Agreement.
6.5 Unless otherwise agreed by RHI in writing or specified in this Agreement, the Company acknowledge and agree that the Company shall (at its own cost) be solely responsible throughout the Term for the provision of all equipment, software, systems and telecommunications facilities which are required to enable the Company to receive the services under this Agreement.
6.6 Unless otherwise agreed by RHI in writing in advance, where RHI provides the Company with Acquiring Services in the United Kingdom, the Company agrees to maintain its registered office within a member state of the United Kingdom for the duration of the Agreement and provide RHI with prior written notice of any change to the details of either.
6.7 RHI may at any time review the Company’s use of the Services supplied to it under this Agreement to determine whether it is compliant in all respects with the provisions of this Agreement. If, whether on undertaking such review or otherwise, RHI considers or decides the Company’s activities are materially non-compliant, RHI will inform the Company accordingly (if that is not prohibited under Applicable Law), giving reasons why it so considers or decides and will (save in so far as this may be inconsistent with the Applicable Law or the Scheme Rules or otherwise may be impracticable) give the Company 30 days to remedy any such noncompliance.
7. PR
Neither Party nor any Representative will give, make or cause to be given or made any Publicity relating to any other Party whether in relation to the performance and existence of this Agreement or any arrangement between the Parties, without the prior written consent of the other, except where this is required by Applicable Law. If Applicable Law requires Publicity, the publisher must, so far as practicable, consult the other Party prior to the Publicity and provide the other with a copy or record of the Publicity as soon as possible.
8. Accounting, Management Information and Reconciliation
8.1 The Company agrees (to the extent permitted by Applicable Law): –
8.1.1 to supply RHI with such information as may reasonably be necessary to enable RHI to monitor or review the operation this Agreement and the processing of Transactions; and
8.1.2 to keep and maintain such records as may be necessary to enable RHI, its auditors and any Regulator to assess and satisfy themselves that there has been compliance with the matters referred to in this Agreement.
8.2 The information referred to in Clause 8.1 shall be provided when practicable at a frequency and form to be agreed between RHI and the Company, but in any event on 5 business days’ notice from RHI that such information is required (except where a different time period is stipulated in this Agreement, or in any case where the information is required even sooner due to need to comply with Applicable Regulations or request or direction from Regulator, in which case the Company shall use reasonable endeavors to provide the information in the timescale notified by RHI to the Company in writing).
9. Rights of Assistance & Audit
9.1 The Company shall co-operate with any duly authorized employee, agent or other representative of RHI or the Financial Conduct Authority of the UK or any other Regulator in such matters as RHI reasonably requires, including in connection with the discharge of any duty under the Applicable Law. Such co-operation may include reasonable access upon reasonable prior written notice to relevant personnel, documentation, information, data, systems, premises and communications networks in the possession custody or control of the Company, provided always that such access shall take place in the Company’s normal business hours and RHI shall use all reasonable endeavors to minimize any disruption to the Company’s business activities arising from such access.
9.2 Subject to compliance with Applicable Law (including but not limited to the DPA) the Company shall keep all records of Transactions for 6 years from completion of such Transactions. The Company will produce a reasonable number of specific records on demand within 24 office hours of the request from RHI, or the Scheme. Where there is an ongoing investigation by an authorized and recognized regulatory body which involves or may involve a specific Customer, a Customer or Transaction, the records in relation to such Customer or Transaction must be kept in accordance with any reasonable requirements notified to the Company by RHI or the regulator.
9.3 RHI shall be entitled from time to time on 7 days’ notice to require the Company to permit or procure permission for any of RHI’s duly authorized employees, agents or representatives or any authorized and recognized regulatory body to audit the Company’s relevant records, systems and procedures to enable RHI or its relevant employee, agent or representative to carry out any right or duty conferred or imposed by the Law or a Regulator, or to carry out any request made by a Regulator.
9.4 Company shall for the purpose of an audit under Clause 9.3 at all reasonable times during office hours provide reasonable access to its premises, relevant records, procedures and staff as may be reasonably necessary or desirable in connection with the audit upon prior written consent and shall permit any employee, agent or representative to take copies of relevant documents or computer files.
10. Provision and Disclosure of Transaction Data and Information
10.1 RHI may, from time to time, reasonably request the Company to provide copies of Transaction Data, in which event the Company shall provide such copies to RHI within fourteen (14) days of such request being received.
10.2 Upon RHI’s reasonable request, the Company shall at all times throughout the Term (and for a period of 12 months thereafter):
10.2.1 disclose to RHI such information as RHI reasonably require relating to the performance of the obligations under this Agreement, the Rules or Applicable Law;
10.2.2 take reasonable steps to assist RHI in handling any Claim or query raised by a Customer, the Scheme or any other third party in relation to any Transaction;
10.2.3 co-operate in providing all information reasonably requested by RHI in order for Transactions to be accepted or otherwise to enable RHI to provide the Company with any of the Services (or any part thereof) under this Agreement; and
10.2.4 to the extent permitted by Applicable Law and subject to RHI entering into a separate confidentiality agreement with the Company, to enable RHI to assess the Company’s financial position throughout the Term, provide RHI with the Company’s latest audited accounts (if any) and any other information RHI may reasonably require (including but not limited to management accounts).
10.3 RHI shall only be permitted to use, share and release Transaction Data and any other information relating to the Company to any person, including our Group Companies, the Scheme, law enforcement agencies and credit reference agencies (or, if instructed by RHI acting reasonably, the Company shall provide such Transaction Data or information or procure that such Transaction Data or information as is reasonably required is provided to such persons):
10.3.1 for the purpose of fulfilling RHI’s obligations under the Agreement or the Scheme Rules or otherwise as required by Applicable Law;
10.3.2 to assess financial and insurance risks;
10.3.3 in relation to any breach of, or to enforce, the Agreement;
10.3.4 to recover debt or in relation to the Company’s insolvency;
10.3.5 to prevent and detect fraud or crime;
10.3.6 in the course of any investigation by RHI or any third party into any suspected criminal activity;
10.3.7 regarding information security, the risk of fraud, sector risk and credit risk; or
10.3.8 to enable the Scheme to assign a Reason Code to any undesirable act or omission.
10.4 The Company shall advise RHI in writing as soon as reasonably practicable if the Company becomes aware of any:
10.4.1 act, omission or error which does or may: (a) cause material loss or damage to RHI; or (b) adversely affect the Company’s ability to perform its obligations under the Agreement;
10.4.2 actual or suspected violation or compromise of the security or integrity of any Transaction Data; material change in the nature of the Company’s business or in the goods and/or services supplied to its customers or of any additional business commenced by the Company or of the cessation of the Company’s business.
10.5 If the Company contacts RHI electronically, RHI may collect its electronic identifier (for example, Internet Protocol (IP) address or telephone number) supplied by the Company’s service provider.
10.6 RHI may make periodic searches of and provide information about the Company to credit reference agencies, fraud prevention agencies, the Scheme and Group Companies to manage and take decisions about their relationship or prospective relationship with the Company. Such information may be used by other credit providers to take decisions about the Company and your financial associates. RHI may also review the Company and its business activities (including without limitation by electronic means) to monitor the Company’s compliance with the Agreement.
10.7 Subject to Clause 13, RHI may disclose information concerning the Company to third parties where RHI aggregates data to facilitate cross-industry analysis and comparisons.
10.8 Subject to Clause 13, the information which RHI collects from the Company may be transferred to, processed and stored at, a destination outside the United Kingdom (“UK”).
10.9 In the event that RHI consider that any act or omission of the Company falls within a Reason Code, details of any such act or omission shall be advised to the Company and shall also be available on request. In addition, the fact of termination (if any) under Clause 14 and the Reason Code forming the grounds for termination shall be notified to (and may be recorded by) the Schemes and thereafter be maintained by them in accordance with their normal practice. In certain circumstances, they are also made available to crime enforcement authorities.
11. Intellectual Property
All Intellectual Property Rights belonging to either Party at the Commencement Date, shall remain at all times that Party’s property and neither Party will acquire any right, title and/or interest in the other Party’s Intellectual Property Rights as a result of this Agreement.
12. Confidential Information
12.1 All Confidential Information relating to either Party is passed to and shall be received and kept by the other Party and any Representative in the strictest confidence and shall be used only for purposes connected with the subject of this Agreement and for no other purpose.
12.2 The Company shall not and shall not permit any Representative to disclose, divulge or grant access to the Confidential Information to anyone.
12.3 RHI shall not disclose, divulge or grant access to the Confidential Information to any person.
12.4 Neither Party may make any use of Confidential Information, including for the avoidance of doubt information regarding Customers for any purposes other than purposes connected with the operation of this Agreement and compliance with Applicable Law and Scheme Rules.
12.5 Notwithstanding the foregoing provisions either Party may disclose Confidential Information if required to do so by a court of law or a properly authorized and recognized regulator, or under any Applicable Law.
12.6 Subject only to any Applicable Law which requires otherwise, each Party will at the request of any other Party (the “Requesting Party”) at any time after the termination of this Agreement as soon as reasonably practicable destroy, irrevocably erase or return to the Requesting Party any Confidential Information provided by the Requesting Party to the other Party within 5 Business Days of being so requested provide the Requesting Party with a written statement clearly stating that this Clause has been fulfilled.
12.7 If and to the extent that any Applicable Law requires information to be preserved, so that a Party or any Representative cannot and does not destroy Confidential Information pursuant to a request under Clause 12.6, the Party retaining the Confidential Information must notify the Requesting Party in writing giving details of the Confidential Information which has not been destroyed.
13. Data Protection
13.1 To the extent that the RHI processes, on behalf of the Merchant as data controller the personal data of Customers and any prospective customers of the Merchant or any personal data within the Transaction Data or Merchant Information, RHI shall:
(a)do so only in accordance with this Agreement and on the instructions of the Merchant (except to the extent that it is required to do otherwise by Applicable Laws or the Rules);
(b)have in place appropriate technical and organisational security measures to protect such data against unauthorised or unlawful processing and accidental loss, destruction or damage;
(c)be permitted to transfer any such personal data outside the United Kingdom including to a country that is not deemed to provide an adequate level of protection for personal data by the UK Information Commissioner’s Office or another regulatory body;
(d)assist the Merchant within a reasonable timescale as may be determined by RHI with all subject information requests which may be received from the Customers and any prospective customers of the Merchant. Should RHI receive any such requests directly, RHI will inform the Merchant that it has received the request and forthwith forward the request to Merchant. RHI will not respond in any other way to such a request, except on the instructions of the Merchant; and
(e)promptly notify the Merchant of any event involving an actual compromise of the security, confidentiality or integrity of such personal data, including but not limited to any unauthorised access or use or any loss such personal data (“Personal Data Security Breach“). RHI shall also provide the Merchant with a description of the Personal Data Security Breach, and to the extent that it has such information, the type of data that was the subject of the Personal Data Security Breach, the identity of each affected person or class of persons, and the cause of the breach, as soon as such information can be collected or otherwise becomes available.
13.2 The Merchant shall comply with the Data Protection Laws in processing personal data of Customers and any prospective customers of the Merchant in connection with this Agreement and shall indemnify and keep indemnified RHI against each loss, liability and cost arising as a result of a failure to do so.
13.3The Company is aware of and consents to the Privacy Policies as amended by RHI from time to time, such consents include but not limited to:
(a) KYB/KYC data that may identify the Company or relevant individuals associated with the Company, e.g. Name, email address, phone number, certificate of incorporation, registration certificate, Articles of Association, memorandum of articles, proof of address, passports, ID, bank statements etc. (“Data”) can be used by RHI within the scope of this clause for 5 years after termination of this Agreement;
(b) Data can be transferred by RHI to RHI’s sister company (Shanghai Gujin Information Technology Co., Ltd) and Payment Method Facilitators, which may be located in jurisdictions outside the United Kingdom (UK);
(c) Data can only be used for the purpose of facilitating transactions;
(d) There might be limited individual data protection or privacy rights in jurisdictions where Data is transferred to.
14. Term and Termination
14.1 This Agreement shall commence on the date it has been signed by both Parties. This Agreement shall, unless terminated earlier pursuant to this Clause 14, operate for a minimum period of 3 years (“Initial Term”) and shall automatically be renewed for further terms of 1 year (“Renewed Term”) unless either Party gives notice in writing to the other Party not later than 6 months before the expiry of the Initial Term or any Renewed Term to terminate this Agreement at the end of the Initial Term or the Renewed Term.
14.2 In the event that:
14.2.1 either Party has received a bona fide written legal opinion (from a person qualified to practice law in an UK jurisdiction) that this Agreement cannot lawfully be performed; or
14.2.2 new legislation, regulation or industry codes of practice are implemented which imposes additional material and reasonably unavoidable costs on either Party then the Parties will negotiate in good faith to modify the Agreement to the closest possible valid provisions giving effect to the parties’ intentions upon signing this Agreement. In the event that the Parties are not able to reach agreement (acting reasonably) then either Party may terminate this Agreement on giving reasonable notice to the other without incurring further liability.
14.3 This Agreement may also be terminated by either Party forthwith by written notice if:
14.3.1 in respect of the other Party a petition (other than a petition which is frivolous or vexatious or which is withdrawn or stayed within 20 Business Days) is presented or a notice of resolution is given for the winding up of the other Party (except for the purpose of a solvent amalgamation or reconstruction) or that other Party has suffered the appointment of a receiver, an administrator or administrative receiver to manage its business affairs and property or if that Party has ceased to be able to pay its debts as they fall due (or if any similar event occurs in any jurisdiction); or
14.3.2 the other Party has committed a material breach of any Agreement and (where such breach can be remedied) has failed to remedy it within 28 days after service upon it of a written notice specifying the breach in question and requiring it to be remedied; or
14.3.3 any license, approval or consent required by any Applicable Law for a Party to conduct any business which is essential to the operation of this Agreement is withdrawn, suspended or stopped.
14.4 If a Force Majeure Event continues to interrupt a Party’s material performance of its obligations for a period exceeding 28 days the non-interrupted Party shall be entitled to terminate this Agreement without further liability.
14.5 Any termination of this Agreement shall be without prejudice to any antecedent breach or liability or any continuing obligations or accrued rights.
14.6 RHI may (acting reasonably) suspend or terminate this Agreement in whole or in part or suspend the processing of any Transaction immediately by giving written notice to the Company (or without notice if prohibited from giving notice under Applicable Law) if:
14.6.1 it is required to do so by a Regulator or the Scheme; or
14.6.2 it discovers that the Company or any Group Company of the Company is subject to financial sanctions in accordance with a designation by the United Kingdom, or the United Kingdom government.
14.7 In the event that RHI exercises any rights of deferral, suspension or delay in accordance with the terms of this Agreement, RHI shall notify the Company of any such action, the reasons for it and the procedure for rectifying any factual errors that led to the exercise, unless RHI is prohibited from doing so under the Applicable Law. The Company may enquire about the processing of any Transaction by emailing RHI at merchant@pacypay.com
14.8 Upon termination of the Agreement, the Company shall promptly pay to RHI all amounts owed by the Company to RHI under the Agreement and RHI shall promptly pay the Company all amounts owed to the Company by RHI under the Agreement, subject to the provisions of Schedule 2 (Settlement Process).
15. Liability and Indemnities
15.1 Nothing in this Agreement shall operate to limit either Party’s liability to the other for:
15.1.1 fraud committed by the other Party, its employees, agents or subcontractors; or
15.1.2 for death or personal injury resulting from negligence of the other Party or that of its employees, agents or sub-contractors; or
15.1.3 any breach of clause 12; or
15.1.4 each Party’s indemnity in clause 15.4; or
15.1.5 RHI’s liability pursuant to clause 15.5 and clause 1.15 of the Data Protection Addendum; or
15.1.6 anything else which cannot be excluded or restricted by law.
15.2 Except as expressly provided herein:
15.2.1 the services provided by RHI under this Agreement are provided during the Term “as is” and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement;
15.2.2 RHI gives no other representations, terms, conditions or warranties of any kind, either express or implied, statutory or otherwise, regarding the services, and
15.2.3 RHI does not warrant or guarantee that Company will achieve any level of sales, revenue or profit;
15.2.4 RHI makes no representations regarding Transaction Data in terms of their correctness, accuracy, reliability or otherwise.
15.3 Subject to the provisions of Clauses 15.4 to 15.8 inclusive, each Party shall only be liable for loss or damage directly arising out of or in connection with its own breach of this Agreement, negligence or willful misconduct.
15.4 Each Party (“the indemnifying Party”) agrees to indemnify the other Party (“the indemnified Party”), in respect of any Damages, costs or expenses of the other howsoever arising, including any legal costs and expenses reasonably incurred by the indemnified Party, whether incurred in seeking to mitigate, remedy or defend itself from the adverse consequences to it arising directly out of or in connection with infringement of any Intellectual Property Rights of any third party to the extent attributable to the provision by the Party in breach of its (or its client’s) material, trademarks or other marks under license to the other Party.
15.5 Subject to the provisions of Clause 15.6 or 15.7 (as the case may be), in case of an unauthorized Refund or a Refund that was incorrectly executed due to an error by RHI, RHI shall at the Company’s request immediately refund the amount including all directly related Fees.
15.6 If the Company is not a Large Enterprise or a Large Charity, the provisions of Clause 15.5 shall not apply:
15.6.1 where the unauthorized Refund arises from the Company’s failure to keep the personalized security features of the Company’s Merchant Payment Account safe in accordance with Clause 3 in which case the Company shall remain liable for the first 50 GBPR (or equivalent in the currency of the Merchant Payment Account) unless Clause 15.6.3 applies;
15.6.2 if the Company fails to notify RHI without undue delay of any loss of the Company’s Access Codes or other event that could reasonably be expected to have compromised the security of the Merchant Payment Account after the Company has gained knowledge of such event in which case the Company shall remain liable for losses incurred up to the Company’s notification to RHI;
15.6.3 in case the transaction was unauthorized, but the Company has compromised the security of the Merchant Payment Account with intent or gross negligence in which case the Company shall be solely liable for all losses; or
15.6.4 the Company fails to dispute and bring the unauthorized or incorrectly executed Transaction to RHI’s attention within 13 months from the date of the Transaction, provided that Clause 15.6.1 shall not apply to Transactions made after the Company has notified RHI in accordance with Clause 3.5 in which case RHI shall remain liable and refund any unauthorized Transaction immediately to the Company.
15.7 If the Company is a Large Enterprise or a Large Charity, the provisions of Clause 15.5 shall not apply:
15.7.1 where the unauthorized Refund arises from: (a) the Company’s failure to keep the personalized security features of the Company’s Merchant Payment Account safe in accordance with Clause 3; or (b) any breach of this Agreement by the Company, or the Company’s negligence or willful misconduct;
15.7.2 if the Company fails to notify RHI without undue delay of any loss of the Company’s Access Codes or other event that could reasonably be expected to have compromised the security of the Merchant Payment Account after the Company has gained knowledge of such event; or
15.7.3 the Company fails to dispute and bring the unauthorized or incorrectly executed Transaction to RHI’s attention within 120 days from the date after the Transaction.
15.8 Without prejudice to Clause 15.1 but subject to Clause 15.3:
15.8.1 each Party’s total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the greater of: (a) an amount equal to one hundred and twenty percent (120%) of the aggregate Fees paid by the Company in the twelve (12) months immediately prior to the date on which the cause of action for such liability arose, or (b) one hundred thousand pounds (£100,000); and
15.8.2 neither Party shall be liable to the other, whether in contract, tort (including for negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise for any: losses that are not reasonably foreseeable; or loss of profit; or loss of goodwill or reputation; or loss of business; or loss of business opportunity; or loss of anticipated saving; or special, indirect or consequential damage or loss of any kind whatsoever, in each case that arises under or in connection with this Agreement.
15.9 The Company acknowledges and agrees that, given the nature of the Services, the availability of suitable alternative payment methods and its ability to choose other providers of services similar to the Services before entering into the Agreement, the limitations on liability contained in this Clause 15 are reasonable in all the circumstances and that the Fees have been calculated taking into account such limitations (which would be higher but for such limitations) and accordingly the Company has accepted the risk of any losses it may suffer because of the limitation on RHI’s liability under this Clause 15.
16. Force Majeure
Neither Party shall be responsible or liable for any losses arising out of any delay in or interruption of the performance of its obligations under this Agreement (except for its payment obligations) due to any act of God, act of governmental authority of the public enemy or due to war or terrorism, the outbreak or escalation of hostilities, riot, civil commotion, insurrection, labour difficulty in relation to a third party (including, without limitation, any strike, or other work stoppage or slow down), severe or adverse weather conditions, communications line failure, or other similar cause beyond the reasonable control of the Party so affected at the time such causes arise (“Force Majeure Event”). The Party so affected shall be excused from its performance of its obligations for the duration of such Force Majeure Event provided that it shall at all times use all reasonable endeavors to mitigate the effects of such Force Majeure Event.
17. Anti-Corruption
17.1 Each Party hereby represents, warrants and covenants to the other Party that it will not, under any circumstances, and at all relevant times, make, or cause or authorise any third party acting on their behalf to make, directly or indirectly, any prohibited bribes, offers, promises or payments of money, or anything of value, to any foreign official (including but not limited to government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) pursuant to all Applicable Law (including but not limited to any local anti-bribery laws), or any other third party, for the purpose of influencing such Party’s acts or decisions or in order to obtain or retain business or secure an unfair business advantage for either Party in performing their duties and obligations pursuant to this Agreement.
17.2 Each Party expressly agree that this Agreement is the result of arms-length negotiations, and that neither Party has entered into this Agreement with a corrupt motive to obtain or retain business or to secure an unfair business advantage.
17.3 Each Party hereby warrants and undertakes that it shall maintain and, for a period of at least six years, keep accurate and up to date accounting records to ensure that all transactions relating to this Agreement are sufficiently documented.
18. Entire Agreement
18.1 This Agreement and the Data Protection Addendum contains the entire agreement between the Parties with regard to its subject matter to the exclusion of all other terms and conditions and prior or collateral agreements, negotiations, notices of intention and representations.
18.2 This Agreement may only be varied in writing signed by a duly authorized representative of each Party.
19. Assignment
19.1 The Company shall not without the written consent of RHI, assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, nor purport to do any of the same, nor sub-contract the whole or any part of its rights or obligations under this Agreement, such consent not to be unreasonably withheld.
19.2 Subject to Clause 19.3, RHI shall not without the written consent of the Company assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, nor purport to do any of the same, nor sub-contract the whole or any part of its rights or obligations under this Agreement without the Company’s prior written authority which shall not be unreasonably withheld.
19.3 RHI shall be entitled to assign this Agreement where such assignment is made in connection with the sale or other transfer of substantially all of RHI’s equity or business assets.
19.4 Each Party will notify the other in writing of any proposed Change of control at least 1 months in advance, thereby permitting termination of the Agreement without any further liability under this Agreement save for RHI’ obligations under this Clause 19.4.
20. No joint venture, partnership or agency
20.1 Neither the Company nor any Representative must at any time hold itself out as being, the agent of RHI for any purpose whatsoever and this Agreement shall not be construed as or treated as creating any partnership or joint venture between the Parties or between RHI and any Representative.
20.2 The Company acknowledges that it has no authority or power to bind RHI, nor create any liability on behalf of RHI.
21. Severability
If any provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such 21 provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to negotiate in good faith to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
22. Waiver
22.1 This Agreement shall not be waived in whole or in part except where agreed by both Parties in writing.
22.2 The delay of enforcement or the non-enforcement of any of the terms of this Agreement by either Party shall not be construed as a waiver of any of the other rights of that Party arising out of the breach or any subsequent breach of any of the terms of this Agreement and no right, power or remedy conferred upon or reserved for either Party in this Agreement is exclusive of any other right, power or remedy available to that Party and each such right, power or remedy shall be cumulative. Any waiver shall not be deemed to be a continuing waiver.
23. Notices
23.1 All notices, requests, demands, approvals, consents and other communications under this Agreement (“Notices”) shall be given in writing and shall be duly and validly given or made if given or served by hand or pre-paid registered or recorded delivery post to the of the relevant Party as stated herein or to any address subsequently notified by the relevant Party to the other Party in writing for such purpose.
Postal Addresses
For RHI: Office 327, 15 St Helen’s Place, London, EC3A 6DQ.
23.2 Notices given or served by personal delivery shall be deemed to be given or served on the date of delivery. Notices sent by pre-paid registered or recorded delivery shall be deemed to be given or served on the first Business Day after the day of the recorded successful delivery.
24. Third Party Rights
Nothing in this Agreement is intended to confer a benefit on any third person except RHI to the extent expressly provided herein, and no other person who is not a Party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
25. Choice of Law
Unless otherwise agreed in this Agreement, this Agreement (including any dispute or claim of whatever nature arising under or in connection with this Agreement) shall be governed by and construed in accordance with the laws of England.
26. Complaints and Dispute Resolution
26.1 If the Company wishes to make a complaint about the Service, the Company can email merchant@pacypay.com, with brief details of the Company’s complaint and the Merchant Account number. RHI’s customer service staff will acknowledge the Company’s complaint by email within 1 business day. They will then investigate and send the Company an initial response, having had access to an officer with the authority to settle the complaint (including, where appropriate, an offer of redress). Where appropriate, the member of staff investigating the complaint will not be any staff member who was directly involved in the subject matter of the complaint. This should take no longer than five business days, but most complaints may well be resolved by close of business on the business day after the complaint is received. If the complaint is not resolved by close of business on the business day after the complaint is received, RHI will send the Company a copy of this complaints handling procedure.
26.2 If the Company is not satisfied by RHI’s response, the Company must contact RHI’s Account Manager, who will respond by email within a further five business days.
26.3 If the Company is not satisfied with the response from the Account Manager, the Company can email merchant@pacypay.com, enclosing the responses already given to it. That email will then be referred to RHI’s Chief Executive Officer, who will respond by email within a final five business days.
26.4 Within two weeks after receiving a complaint, RHI will send the Company either a final response or a response which explains why RHI is not in a position to resolve the complaint and indicates when RHI will make further contact.
26.5 If the Company is not a Large Enterprise or Large Charity, a complaint about any aspect of the Services that are regulated under the Electronic Money Regulations or the Payment Services Regulations that RHI cannot settle within 8 weeks after the date of complaint may ultimately be referred to the Financial Ombudsman Service, details of which can be found at www.financial-ombudsman.org.uk and who can be contacted at The Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR, United Kingdom.
26.6 Any dispute arising out of or in connection with this Agreement that cannot be addressed by Clause 26.1-26.5, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this Clause.
The number of arbitrators shall be three.
The seat, or legal place, of arbitration shall be London.
The language to be used in the arbitration shall be English.
The governing law of the contract shall be the substantive Law of England.
26.7 The existence of, and the content of all disputes under this Agreement shall be treated as Confidential Information.
SCHEDULE 1 – Fee and Currency
The fees outlined in Schedule 1 are applicable to the solution you choose:
Solution 1 —— Alipay + Online Payment including Website, WAP and APP
Solution2 —— Alipay + Offline Payment QR Code
A full schedule of fees is speicfied in your signed Services Agreements with YUAN.
SCHEDULE 2 – Settlement
In-store Payment:
Transaction statements will be sent weekly every Monday.
For daily total transaction amounts over £5000, settlement will be sent by T+3.
For daily transaction amount less than £5000, settlement will be sent weekly, every Tuesday, for all transactions processed up to midnight on the preceding Sunday.
No settlement will be sent if the sum of total settlement is under £600.00 – it will be carried forward to the following week.
Online Payment:
If the sum of total settlement is over £5,000.00, settlement will be sent by T+3;
No settlement will be sent if the sum of total settlement is under £5,000.00
A full schedule of fees is speicfied in your signed Services Agreements with YUAN.
SCHEDULE 3 – Prohibited and Restricted Product List
Payment Method Facilitators cannot be used to process any of the following items. In the event that it is used for such then no settlement will be forward by RHI and the account will be closed instantly.
1. Illegal political audio-visual products and publications
2. Illegal reactionary cards and program channels
3. State secret documentations and information, etc.
4. Pornographic and vulgar audio-visual products/publications
5. Pornographic and vulgar erotic services
6. Pornographic and vulgar cards and program channels
7. Other pornographic and vulgar articles or services
8. Gambling tools
9. Private lottery
10. Gambling/gaming service
11. Narcotics
12. Narcotic-taking tools
13. Weapons of all types, (including military weapons/firearms and accessories), simulation weapons, ammunitions and explosive
14. Controlled instruments (such as dagger) which would potentially be used as an assaulting tool or weapon.
15. Illegally obtained proceeds or properties as result of crime
16. Poisonous articles and hazardous chemicals
17. Anesthetic and psychotropic medicine
18. Any service or device which provide fetal gender analysis
19. Aphrodisiac
20. Credit card cashing service
21. Foreign-related matchmaking service
22. Hacking-related
23. Malware
24. Other software services which jeopardise ……or any of its Affiliates or related party.
25. Certificate issuing and stamp carving that contravenes applicable law
26. Crowd funding websites
27. ID card information and other information which infringed others’ privacy
28. Spying instruments
29. Other personal privacy-harming articles or services
30. Pyramid selling
31. Lottery ticket
32. Gold futures
33. Counterfeit currency
34. Sale or purchase of bank account or bank card in contravention with Applicable Laws
35. Stock
36. Fund
37. Insurance
38. Insurance platform
39. Periodical investment of gold
40. Bank financial products
41. Cashback services
42. Single-purpose prepaid cards
43. Securities
44. Illegal fund-raising
45. Foreign exchange services
46. Virtual currency in foreign accounts
47. Receipts (invoices)
48. Bitcoin, Litecoin, Ybcoin and other virtual currency transactions
49. Satellite antenna, etc.
50. Archaeological and cultural relics
51. Forged and fake food produce
52. Fireworks and firecrackers
53. Crude oil
54. Charity
55. Human organs
56. Surrogacy services
57. Examination services (i.e. defraud by assuming another’s identity (as agreed) to participate in academic examinations for that other)
58. National protected animals
59. National protected vegetation
60. Smuggled articles
61. Any goods which are not officially endorsed by the event organiser (such as Olympics or Expo) or infringes third party’s intellectual properties
62. Medical devices
63. Auction
64. Pawn
65. Circulating RMB
66. Foreign currency
67. Cultural relics
68. Video chatting services
69. Religious websites
70. Online cemetery and worshipping and other services
71. Computer privacy information monitoring
72. Lucky draw
73. Any animals, plants or products which contain dangerous germs, pests or any other living creature
74. Any products, medicine or any other article originates from epidemic area of infectious disease which causes threat to health of human beings or animals