1. Covered Area
Services covering the jurisdiction of the Hong Kong Special Administrative Region, the Company have the right to decide on individual cases whether to provide services.
2.1 The Merchant shall continue placing promotional items in an eye-catching position at the cashier's counter and affix their electronic payment stickers at the entrances and exits. If the arrangement is not fulfilled, the Company will propose rectification. If invalid, the Company has the right to cancel the service.
2.2 If the Merchant uses Merchant Static QR Code solution, the Merchant shall ensure that the electronic payment QR code stickers are completely and safely placed at the right place and it cannot be overlaid by any item and materials for avoiding QR code is torn off, altered or replaced, otherwise theMerchant shall be solely responsible for any negligence damages and the Company’s losses.
3.1 Payment of Service Fee
The Merchant agrees that the Company may deduct, in whole or in part, any Service Fee that is due and payable but has not otherwise been paid by the Merchant, from the relevant Funds available forSettlement.
If the Company charges the Merchant more than the Service Fee set forth in this Agreement, the Company will return the additional Service Fee charged to the Merchant as soon as practicable. If the Company charges the Merchant less than the Service Fee as agreed, the Merchant shall pay the outstandingService Fee to the Company immediately upon the Company’s request and the Company has the right to deduct the Under-Charges in the NetSettlement Amount.
4. Settlement Process
4.1 Bank Account
The Merchant will bear all losses arising from the incorrect information of its banking details provided in the Agreement.
4.2 Transaction List
(A) For the Merchant who use the Merchant QR Code solution, the Company will provide an electronic payment collection application, which memory has twelve (12) months of transaction record; or
(B) After 2:00pm (Hong Kong time) of each day, the Company will make available for download by Merchant from data base. the Company will make a list of all recorded transaction available during the immediately preceding day for which Payments have been received (the “Transaction List”) from data base for theMerchant to download. The Transaction List shall set out the Company’s determination of the Settlement Fund and the Net Settlement Amount, and in the absence of manifest error or valid dispute by Merchant shall be final and binding on Merchant in relation to such amounts.
4.3 Fund Transfer
Subject to theCompany exercising its rights to withhold, deduct or set off in accordance with this Agreement, the Company will transfer to the Merchant an amount equal to the "Net Settlement Amount" in accordance with the formula set out below:
4.3.1 Net Settlement Amount = Settlement Fund – Refund (if any) – Dispute Amount and Reimbursement (if any) - any other amount that the Company may deduct in accordance with its rights to withhold, deduct or set off under this Agreement; and
4.3.2 Where: Settlement Fund = FundAvailable for Settlement – Service Fee.
4.4 Settlement File
Following the transfer of any Net Settlement Amount to the Merchant’s designated bank account, the Company will provide a file containing the relevant settlement information (the “Settlement File”) in relation to that Net Settlement Amount.
4.5 Incidental Fee for Fund Transfer
In connection with transferring the NetSettlement Amount to the Merchant, the Company will be responsible for bank charges (if any) imposed by banks which the Company initiates the transfer of such Net Settlement Amount. For any other fee or charges imposed by beneficiary banks (where Merchant has a bank account), intermediary banks or other payment the Company passing or receiving such Net Settlement Amount on behalf of Merchant, Merchant shall be solely responsible for any such fee or charges.
5. Settlement and Settlement Limits
5.1 Currency Conversion - When the transaction amount or other account payable paid by the Merchant to the Company are different from the settlement currency under this Agreement, the transaction amount or other accounts payable shall be calculated in accordance with the date of occurrence of the transaction amount or other accounts payable and the prevailing market exchange rate of the designated bank of the Company.
5.2 Inquiry Regarding Settlement - Any inquiry by the Merchant with respect to settlement shall be made in writing and Merchant shall provide any information reasonably required by the Company to assist with such enquiry. The Company will, acting in a commercially reasonable manner, assist the Merchant in resolving the relevant matter and provide a written response to the Merchant after receiving such written enquiry from the Merchant.
6. Risk Management Rules
6.1 The Merchant shall be responsible for any cost and loss incurred by any unauthorised payment, including but not limited to disputes in relation to the transaction and related cost.
6.2 The Merchant agrees that if the Company determines in its sole discretion that certain features of the electronic payment user may be subject to high risk of Unauthorised Payment or fraudulentTransaction, the Company may suspend or terminate, with reasonable notice, the provision of such part of the electronic payment user, including but not limited to adjusting payment limit (whether per Transaction or per day) of the electronic payment users are able to use to complete the payment from time to time.
6.3 The Merchant shall use its best efforts to promptly answer electronic payment user’s enquiries and resolve any disputes in relation to the goods and/or services provided by theMerchant.
7.1 For any inquiry notice and request regarding transaction from the Company, the Merchant shall reply and provide the original receipt and relevant transaction record to the Company via e-mail within three (3) working days after receiving such notice from the Company.
7.2 Each Party should assist in handling properly the complaint on the Payment Service and implementing solution put forward by the Counterpart.
8. Fraud and Risk
8.1 If electronic payment users claim reimbursement from the Merchant for unauthorised payment or other fraudulent transactions submitted and conducted via Electronic Payment Platform, theMerchant shall implement the following rules:
8.2 Transaction Evidence – The Merchant will provide the Transaction Evidence within 3 Working Days upon electronic payment’s request.
8.3 Reimbursement – If ElectronicPayment Platforms do not receive the transaction evidence, or deem the transaction evidence to be inadequate, the Merchant shall promptly pay the Company the same amount as the problematic transaction settled by the Company at that time in the designated bank account of the Merchant.
8.4 Reimbursement Obligation – After theMerchant provides the transaction evidence, the Company will try to query and assist Electronic Payment Platform to determine the effectiveness of the reimbursement. The Merchant must expressly agree to indemnify and hold theCompany harmless for the amount to be agreed between the Merchant and the Company reimbursed to the electronic payment user.
9. Payment Policies of Electronic Payment Platforms
9.1 Responsibilities for Service Fee – The Merchant will pay any Service Fee and Settlement Fee (if any) for using the electronic payment Services and will not, directly or indirectly, transfer any such Service Fees and Settlement Fee (if any) to its electronic payment users normal course of business.
9.2 Electronic Payment Wallet as payment method - The Merchant will not restrict its customers in any way from using electronic payment wallet as a payment method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount from customers using electronic payment wallet to make Payments.
9.3 Prohibited Products (Refer to Appendix 2) – The Merchant fully acknowledges that the Company must not provide electronic paymentServices with respect to any Transaction which is prohibited by this Agreement(including Payments in relation to Prohibited Products), Applicable Law or violates Electronic Payment Platform’s internal policies (as notified to theMerchant from time to time), or which will result in electronic payment being considered to have breached any Applicable Law. The Merchant will provide electronic payment information about its Products as reasonably requested byElectronic Payment Platform from time to time. The Merchant will not sellProducts through electronic payment’s Platform that contain articles prohibited or restricted from being sold to electronic payment Users under any ApplicableLaw, including without limitation the products listed in Appendix 2, which may be updated by Electronic Payment Platform and notified to the Merchant from time to time (together, “ProhibitedProducts”). The Merchant will ensure that no Transaction being submitted for electronic payment’s processing involves or relates to any ProhibitedProducts (“Prohibited Transaction”). Electronic Payment Platform will have the right to refuse to provide any electronic payment Services with respect to anyProhibited Transaction and Merchant will indemnify electronic payment for any damages, losses and liabilities that Electronic Payment Platform may suffer arising from or in connection with such Prohibited Transactions.
9.4 Products – The Merchant will use electronic paymentServices only for the Products in connection with Merchant’s principal business as indicated in the Agreement.
9.5 Storage of Transaction Information – The Merchant will maintain the records foreach Transaction to justify its authenticity for the period of seven years after the completion of the Transaction and Electronic Payment Platform and theCompany shall be entitled to review or otherwise access such records. Subject to any legal restrictions under Applicable Law, Merchant will procure that theCompany and Electronic Payment Platform be provided with or granted access to, the relevant transaction information including but not limited to information on the Merchant, The Merchant’s Platform, Products, and the amount, currency, time and counter parties to each transaction, within three (3) working days of the Company or Electronic Payment Platform’s request. Subject to any restriction under Applicable Laws, the Company will advise the Merchant of the names of such the Company or regulatory and/or governmental authorities and the subject matter to which such requests relate.
9. Set off & Withholding – The Merchant agrees that the Company shall be entitled, at its sole discretion, to set off, withhold settlement. The circumstances under which the Company and Electronic Payment Platforms may exercise its rights under this Clause include, but are not limited to;
(A) if the Merchant fails to comply with any term of the Agreement signed or this Terms and Conditions.
(B) if the Merchant is involved (or reasonably suspected to be involved) in any suspicious fraudulent or illegal transactions / businesses / activities according to the Anti-MoneyLaundering and Counter-Terrorist Financing Ordinance (Cap.615) and Guideline onAnti-Money Laundering and Counter-Financing of Terrorism of Hong Kong MonetaryAuthority
(C) if the Company and Electronic PaymentPlatform believe that the Merchant has or is likely to become subject to bankruptcy, insolvency, reorganisation, winding up or similar dissolution procedures.
(D) if the Company and Electronic PaymentPlatform reasonably believes that there has been a material deterioration inthe financial condition of the Merchant;
(E) if the Company and Electronic Payment Platformreasonably believes that any Transaction is a Prohibited Transaction;
(F) if the Merchant fails to pay the service fee under the electronic payment service to the Company as stipulated in this Agreement; and
(G) any loss to the user or the Company as a result of any breach of any other stipulation in this agreement.
Last update: July 2020
1.1. “Confidential Information” shall mean any and all information directly or indirectly concerning the Disclosing Party (as defined below),whether written or oral, regardless of format or medium, furnished to or acquired by the Receiving Party (as defined below) or the Receiving Party’s shareholders, directors, officers, employees, advisors, consultants or agents (collectively, its “Representatives”).
1.1.1. “Disclosing Party” shall mean the Party disclosing Confidential Information to the other Party, and shall include any person or entity, directly or indirectly, that controls, is controlled by, or is under common control with such Party.
1.1.2. “Receiving Party” shall mean the Party receiving Confidential Information from the other Party.
1.2. To the extent consistent with the foregoing, Confidential Information includes without limitation, the existence and terms of the Agreement, lists of any information about a Party's executives and employees, marketing techniques and information, price lists, pricing policies, business methods, contracts and contractual relations with customers and suppliers, computer software programs (including object code and source code), data base technologies, systems, structures and architectures, trade secrets, business acquisition plans and new personnel acquisition plans, including all photocopies thereof. Confidential Information also includes all notes regarding, extracts from, compilations of, and other materials or media containing, based upon, or derived from the foregoing information that are prepared by or on behalf of either Party, including all photocopies thereof.
1.3. ConfidentialInformation also include information belonging to a third party such as customers or suppliers or potential customers or suppliers, of the disclosing party.
1.4. ReceivingParty shall only use Confidential Information of the Disclosing Party to the extent necessary for the performance of its obligation or exercising its right under the Agreement and/or the transaction contemplated under the Agreement.
1.5. ReceivingParty may only disclose Confidential Information to its employees and legal and accounting advisers having a need to know and who are under non-disclosure obligations no less restrictive than in the Agreement. Receiving Party will advise such employees and legal and accounting advisers who receiveConfidential Information of its confidential nature and will co-operate withDisclosing Party in fully enforcing any such non-disclosure obligations.Receiving Party shall not disclose Confidential Information to any other third party without the prior written consent of Disclosing Party.
1.6. Receiving Party shall protect the disclosed Confidential Information in trust and the strictest confidence and protect it in accordance with a standard of care which shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care.
1.7. Upon the written request of Disclosing Party, Receiving Party will return or destroy(at Disclosing Party’s election) all Confidential Information received(including all copies) and provide Disclosing Party with documentation at testing to that fact.
1.8. Receiving Party shall notify Disclosing Party of any unauthorised use or disclosure of the Confidential Information. In the event of a breach, or threatened breach, by a Party of this section 10, pecuniary damages may not be sufficient relief; the Disclosing Party shall therefore have rights to enforce its rights by specific performance or injunction proceedings, in addition to any other rights or remedies which it may have under applicable laws or equity.
1.9. Obligations of Receiving Party under this section 1 will continue:
1.9.1. Indefinitely in the case of any ConfidentialInformation which is software; or
1.9.2. For a period of five (5) years after termination or expiry of the Agreement in the case of other Confidential Information.
1.10. The obligations under this section 1 will not apply to any information which is:
1.10.1. Available to the public other than by breach of theAgreement by Receiver;
1.10.2. Rightfully received by Receiver from a third party without proprietary or confidential limitations;
1.10.3. Independently developed by Receiver; or
1.10.4. Known to Receiver prior to first receipt of same from Discloser.
1.11. This section 1 will not apply to preventReceiving Party from disclosing Confidential Information to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, Receiving Party notifies Disclosing Party promptly on receiving notice of such requirement, and asserts the confidentiality of the relevant Confidential Information to the body requiring disclosure.
1.12. Each party reserves all rights in itsConfidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this section 1 are granted to the other party, or to be implied from the Agreement.
2.1. Safekeeping ofMerchant ID, APP ID and its password
2.1.1. The Merchant shall take effective measures to properly keep its Merchant ID, APP ID and its password and shall not disclose such information to any party and for any party to use such information in any manner whatsoever.
2.1.2. The Merchant shall be responsible for managing and maintaining its Merchant ID, APP ID and its password. The Merchant shall also maintain effective technical protection for the Acquiring Device to ensure that it is safely kept and used.
2.2. Notification of Merchant ID, APP ID and its password
2.2.1. If the Merchant has leaked the Merchant ID, APP ID and its password are subject to unauthorised use such as being stolen or assumed etc., the Merchant shall immediately report to the Company.
2.2.2. Upon receipt of formal notification of leak from the Merchant, the Company is entitled to, after verifying the identity information of the Merchant remain available, proceed with the procedures for formal notification of leak for the Merchant. The formal notification of leak shall take effect upon the time at which the Company expressly notifies the Merchant by email that “the formal notification of leak has taken effect”. The Merchant shall be liable for consequences of all operation underMerchant ID before the formal notification of leak has taken effect. The account payment function of Merchant ID will be suspended after the formal notification of leak has taken effect, but account receivables still be remitted into such account.
2.3. Upon notification of leak and cancellation of notification of leak, the Parties shall communicate with each other by telephone number or e-mail address specified in the Agreement. The Merchant acknowledges that, in order to avoid any malicious notification of leak or cancellation of notification of leak, the Company only recognises the notification of leak through effective means mentioned above.
2.4. The Parties shall ensure the security of their respective computer systems and the related procedures and undertake that their respective computer systems and the related procedures are free from“trapdoor”, “logic bomb”, “data theft” and any software which may threaten the system security of the other party.
Last update: January 2020
Payments for the following goods and services are prohibited by the QFPay group and/ or our partners: