Party A (the Client): __________________________________
Party B (LOLLIPOPS): LOLLIPOPS TECHNOLOGY LIMITED
These Terms
The Parties. By using the LOLLIPOPS Portal and the Services, you agree to these terms, which apply between you and LOLLIPOPS. Please read these terms carefully, and contact us if anything is unclear.
Additional Documents. The following additional documents (as updated from time to time) also apply to your use of the LOLLIPOPS Portal and the Services, and should be read together with these terms:
- Acceptable Use Policy
- Privacy Policy
- Product Agreement
If we provide you with other services, you should refer to the terms and conditions of those other services.
Access to These Terms. You may view the latest versions of these documents, including these terms, on our website at any time. You may also download copies of these documents for future reference, or request copies from us at any time.
Contacting You. If we need to send you information in a form that you can keep, we will send you an email, or make information available for you to download on our website or through the LOLLIPOPS Portal. Please keep a copy of all communications we send you.
Who LOLLIPOPS Is and How to Contact Us
Our Company Details. The Services are provided by LOLLIPOPS TECHNOLOGY LIMITED and its affiliates. LOLLIPOPS TECHNOLOGY LIMITED is a company incorporated in Hong Kong. LOLLIPOPS does not represent that it holds any licence, registration or authorisation; where a Service constitutes a regulated activity, that Service will be provided only once the relevant licence, registration or authorisation has been obtained by LOLLIPOPS or by the duly licensed partner institution identified in the applicable service documentation. Registered address: REGISTERED ADDRESS — TO BE CONFIRMED. We may provide the Services directly or through one or more of our group companies or service providers.
How to Contact Us. You may contact us in the following ways:
- By sending an email to: compliance@uuremit.com;
By sending us a message through the contact link on our website at https://www.uuremit.com/.
How We Will Contact You. We will contact you using the contact details you provided when you registered, so please keep this information up to date. By using our Services, you agree to receive electronic communications from us. If we have reasonable concerns about the security of your LOLLIPOPS Account, or about any suspected or actual fraudulent use of your LOLLIPOPS Account or any linked account, we will contact you by telephone, email, or both (unless it is unlawful to contact you, or doing so would compromise our reasonable security measures).
Changes to These Terms
General Changes. We may change these terms by giving you at least one (1) month's prior written notice. If you do not give us written notice to terminate these terms within the notice period, you will be deemed to have accepted the proposed changes.
Urgent Changes. We may make certain changes immediately, without prior notice, where:
- required by Applicable Law; or
the change relates to a new service or additional functionality added to our Services, and does not affect any terms relating to existing Services.
If You Do Not Agree to a Change. If you do not agree to any change, you should stop using our Services. If you continue to use our Services after we announce a change, you will be deemed to have accepted the change.
Modifications. We may modify the configuration, appearance or functionality of the LOLLIPOPS Portal at any time, to support the continued proper operation of the LOLLIPOPS Portal or to comply with Applicable Law. If a modification will materially affect your ability to use the LOLLIPOPS Portal, LOLLIPOPS will give you advance notice, so far as is reasonably practicable.
Updates. We may release updates to the LOLLIPOPS Portal (including the LOLLIPOPS API) from time to time. Some updates may require you to take action to implement them. In some cases (for example, where there is a security risk), you will not be able to use the LOLLIPOPS Portal until you have implemented the update. If you have not implemented an update within 6 months after we release it, we may cease providing some of the Services to you or terminate these terms, by giving you two months' prior written notice.
Identity Checks and Information Requirements
Identity Checks. In accordance with Applicable Law, before and during the provision of services by Party A to Party B, Party A will from time to time conduct customer due diligence on Party B, Party B's directors, partners, ultimate beneficial owners and employees (as relevant), and any party involved in Party B's transactions. You must provide us at all times with complete, accurate and up-to-date information, including personal information of your directors, partners, ultimate beneficial owners and employees (as relevant).
Information Requirements. You must promptly provide any supplementary information we may require from time to time, and in any event within 2 working days of our request. For example, we may request information to confirm the authenticity of certain transactions. You acknowledge that we may not provide any Services to you until we have received all the information we have requested. We will not be liable for any loss arising from your failure to provide information as required.
Third-Party Verification. You agree that we may make any enquiries we consider necessary, directly or through a third party, to verify the information you have provided to us, including checking commercial databases or credit reports. We may retain records of such customer due diligence in accordance with Applicable Law.
Credit Assessment. You agree that the Services we provide, and your ability to use the Services, are subject to the following conditions:
- successful completion of the initial and any subsequent credit assessments; and
no material adverse change in your creditworthiness during the term of these terms.
Acting in Your Own Name. You confirm that you are acting in your own name, and not on behalf of any other person or legal entity. If you are entering into these terms as a trustee, you must disclose this to us. We will treat any use of the LOLLIPOPS Account and linked accounts, including any transfers into or out of such accounts, as having been carried out by you.
About Our Services
LOLLIPOPS Account and the Portal. Once you have successfully registered with us, we will create a LOLLIPOPS Account for you. Unless otherwise agreed with us in writing, you may only hold one LOLLIPOPS Account. If we discover that you hold multiple LOLLIPOPS Accounts, we may, at our discretion, merge or close any duplicate profiles, or terminate the Services we provide to you, provided that we have reason to believe you opened such accounts to circumvent any restriction on the Services. You may use your LOLLIPOPS Account to log in to and access the LOLLIPOPS Portal. The LOLLIPOPS Portal provides you with an easy-to-use user interface for accessing and using our various Services.
Overview of Services. The Services we provide under these terms include:
- Collection Services - LOLLIPOPS collects funds on your behalf in Supported Currencies;
- Payment Services - you may send payments to payees; and
Foreign Exchange Services - you may convert funds from one Supported Currency into another Supported Currency.
These are separate services provided by LOLLIPOPS.
- LOLLIPOPS is under no obligation to enter into any service contract with the Client unless and until LOLLIPOPS has received all documents or other information required as a condition of the Collection, Payment or Foreign Exchange Services, in a form and substance satisfactory to LOLLIPOPS;
Collection Services. In relation to the Collection Services, we will provide you with local bank account credentials in Supported Currencies, which you may provide to payers so that payers may remit funds to you. Funds collected will be recorded in each Supported Currency in the Global Account we establish for you. You may withdraw funds at any time to your own account in the same name, by giving LOLLIPOPS the relevant withdrawal instructions. Funds collected on your behalf may not remain in the Global Account for longer than the maximum period permitted under Clause 8.4.
Payment Services and Foreign Exchange. LOLLIPOPS allows the Client to make single or multiple payments to payees. In connection with the Payment Services and/or Foreign Exchange Services, LOLLIPOPS will establish an agency account, to which you may send funds to fulfil your payment and/or foreign exchange instructions. In turn, LOLLIPOPS will, in accordance with the specific instructions you give us when remitting funds to the agency account, remit such funds in Supported Currencies to your designated payee, and/or convert such funds from the source currency into the purchased currency.
Transaction Records. Your transaction records will be recorded in your LOLLIPOPS Account, which will show records of funds collected through the Global Account as part of the Collection Services, records of funds paid to the agency account as part of the Payment Services, and your foreign exchange records.
Deposit Protection Scheme. The Hong Kong Deposit Protection Scheme (the "DPS") does not apply to the sending, exchange or receipt of funds in connection with the Services. Party B acknowledges and agrees that Party A is not a bank, does not provide Party B with a bank account, and accordingly Party A's Services are not protected by the DPS. Party B further agrees that the Global Account is a "virtual account" and not a bank account, that funds transferred to Party A are Party A's beneficial funds and are not held on trust for Party B, and that Party B will not earn, or be entitled to, any interest on any funds.
Keeping Your Funds Safe. To keep your funds safe, LOLLIPOPS has adopted commercially reasonable administrative and technical measures to protect and safeguard funds collected for you, or received from you, in connection with the Services. LOLLIPOPS holds such funds in designated bank accounts, segregated from LOLLIPOPS's corporate funds, and will not use such funds for its own operating expenses.
Restrictions. We may impose temporary or permanent restrictions on the use of all or part of the Services, based on certain regulatory requirements, your country of residence, identity verification checks or business requirements, all as set out in the Acceptable Use Policy or any additional terms. We will notify you of such restrictions when they are imposed, or, if we are unable to notify you due to urgent or unforeseen circumstances, immediately after the restrictions are imposed.
Your Relationship with Us. Under these terms, we are your service provider. Unless expressly stated otherwise herein, LOLLIPOPS does not act as a fiduciary, escrow agent or stakeholder for you or your payer/payee. LOLLIPOPS accepts no responsibility for any product, service, or any other part of your business.
Service Deposit. For any Services provided by LOLLIPOPS, such as the Payment Services and/or Foreign Exchange Services, you must pay us a deposit on request, in such amount as we may require from time to time. For the avoidance of doubt, we are entitled to require you to pay additional amounts to increase the deposit at any time before final settlement of such Services, to ensure that you retain a sufficient amount to enable the Services to continue after deduction of interbank charges, LOLLIPOPS's correspondent bank charges and/or other processing fees that may be incurred while you are paying the deposit to us.
Selected Services
The Client subscribes to the Services during the Subscription Term.
LOLLIPOPS shall provide the above Services in accordance with the "Agreement" and this "Service Schedule". Unless the Client gives LOLLIPOPS written notice, at least 30 days before the end of the Subscription Term, expressly stating that the Client does not wish to renew, the Subscription Term for each subscribed Service (as applicable) shall automatically renew for 12 months.
Operating Hours
LOLLIPOPS's working hours: 10:00 a.m. to 12:30 p.m. and 2:00 p.m. to 6:00 p.m. Beijing time on each working day, excluding any public holidays or non-working days in Mainland China, Hong Kong and/or any other jurisdiction in which LOLLIPOPS or its third-party providers operate.
Getting Started
Creating Your LOLLIPOPS Account. To use our Services, you must provide the necessary information as prompted by the LOLLIPOPS Portal, in order to register and create your LOLLIPOPS Account. If required by LOLLIPOPS, you must provide the bank account details associated with your LOLLIPOPS Account.
Creating a Global Account. Once we have created your LOLLIPOPS Account, you may log in to the LOLLIPOPS Portal and submit an application to open a Global Account, providing the necessary information (including any additional information we may require from time to time). You will also need to agree to any additional terms. We will inform you of the relevant requirements when you apply to open a Global Account.
Setting Up the LOLLIPOPS API. You may access the LOLLIPOPS Portal through the LOLLIPOPS API as well as the MSP. However, to use our Services through the LOLLIPOPS API, you must first obtain our approval. If you obtain our approval, you will need to comply with our API documentation and any reasonable instructions regarding the integration and use of the LOLLIPOPS API.
Information Verification and Testing. We will only create your LOLLIPOPS Account and allow you to use our Services once we are satisfied with the information you have provided, together with any subsequent information we may reasonably require from time to time, and we are able to verify such information to our satisfaction. Before we accept you as our client, we may create a Global Account and give you access to the LOLLIPOPS Portal (whether through the LOLLIPOPS API or the MSP) for testing purposes. In addition, for testing or verification purposes, we may require you to transfer a small amount of funds to the Global Account. For the avoidance of doubt, you will not be regarded as our client, and you will not be able to use any of our Services, unless and until we confirm that you have been accepted as our client, and if we do not accept you as a client, any amount you have provided to us for testing or verification purposes will be refunded to you in full.
Authorised Users
Authorised Users. You may designate one Authorised User to enter into and confirm foreign exchange transactions and payments on your behalf under these terms. You must create a user profile for each Authorised User, and promptly provide us with the following details of your proposed Authorised User: the Client's name, the Authorised User's name, the Client's address and billing address, the Authorised User's telephone number and email address, a board resolution or letter of authorisation, and any other contact or identification information relating to the Authorised User that Party A may reasonably require. You will ensure that your Authorised User complies with these terms, and, in relation to your obligations and liabilities under these terms, references to "you" shall, where the context requires, be construed to include your Authorised User.
Instructions. We will receive instructions from your Authorised User through the LOLLIPOPS Portal, via the MSP or the LOLLIPOPS API, or, in accordance with arrangements agreed with us in advance, manually through a LOLLIPOPS representative.
Confirmation. You agree that:
- your Authorised User is entitled to give us instructions on your behalf to provide the Services;
- we will rely on the authorisation of the Authorised User, and you will be bound by the acts of your Authorised User, until you give us written notice revoking or otherwise changing the Authorised User's authorisation;
- you are responsible for ensuring that the appropriate persons obtain the necessary authorisation to act as your Authorised User;
- we may refuse your Authorised User access if we have concerns about unauthorised or fraudulent access; and
you will promptly report to us any breach of, or unauthorised access to, the LOLLIPOPS Portal (including the MSP or the LOLLIPOPS API).
Collection Services
Collecting Funds through LOLLIPOPS. If we have approved a Supported Currency for you, you may collect funds in that Supported Currency through LOLLIPOPS in accordance with these terms. Each collection of funds constitutes a separate contract between you and LOLLIPOPS.
Your right to withdraw funds received. LOLLIPOPS will collect and hold the funds collected in one or more underlying bank accounts in its own name, for the designated purpose of providing the collection services. Funds in any underlying bank account will be commingled with the funds of other users of the services provided by LOLLIPOPS. As part of the collection services provided to you, you are entitled to the funds collected on your behalf. When you request a withdrawal, LOLLIPOPS must pay you such funds in accordance with these terms.
Recording receipt of funds. We will only update your Global Account after funds have been received. We are not responsible for any transferred funds until they are actually received, nor will we record them as available funds in the Global Account. The transfer of funds from your payer to the underlying account designated by LOLLIPOPS is a service provided by a third party and does not form part of our services. We have no control over the time required for the clearing and settlement of such fund transfers.
Withdrawal from the Global Account. You must instruct us to withdraw funds from the Global Account immediately. If Party B fails to give Party A withdrawal instructions within a reasonable period, Party A may, at its sole discretion: (a) return the funds to the remitter; (b) remit the funds to the affiliated bank account notified by Party B to Party A; or (c) remit the funds to Party B by any other means permitted by the Applicable Law.
Source of funds. Unless otherwise agreed in writing by Party A, Party B must ensure that all funds collected on Party B's behalf originate from legitimate business sources (for example, proceeds from the sale of goods or services) and comply with Party A's acceptable use policy. You agree that you will not, at any time, transfer (e.g. top up) any of your own funds into the Global Account. If we require you to do so, you agree to promptly provide proof of the source of funds.
Restrictions on depositing funds into the Global Account. The Global Account is provided solely for the collection services provided to you. You may not transfer your own funds into the Global Account.
Acting as a limited agent. You represent and warrant to LOLLIPOPS that each payment you receive through the "Collection Services" is solely for payment of bona fide goods and/or services provided by you to your customers (each a "Payer"). For the Collection Services, you hereby appoint LOLLIPOPS, and LOLLIPOPS hereby agrees to act, as your limited agent solely for the purpose of collecting such payments from Payers on your behalf. You agree that, once LOLLIPOPS receives a payment from a Payer: (a) you shall be deemed to have received that Payer's payment; (b) that Payer's obligations to you in respect of that payment shall be deemed fully discharged; (c) any claim you may have against that Payer in respect of that payment shall be cancelled; and (d) you remain obliged to deliver the applicable goods and/or services to the Payer (if not already delivered), in each case regardless of whether or when LOLLIPOPS remits that payment to you. LOLLIPOPS will remit to you, in accordance with these terms, any such payment it receives on your behalf, or apply it to set off any obligations you may owe to LOLLIPOPS. You must disclose to the Payer that LOLLIPOPS is your agent collecting the payment on your behalf. Any receipt issued to the Payer shall be binding on you and shall satisfy all applicable regulatory requirements. This Clause 8.7 sets out the entire responsibility of LOLLIPOPS acting as your agent in receiving payments under the Collection Services, and LOLLIPOPS's undertaking to act in that capacity shall not imply any other responsibility.
How the balance in the Global Account is represented. Funds in the Global Account will form part of the balance of each supported currency in the LOLLIPOPS Portal, and accordingly no separate balance for the Global Account will be shown to the Client in the LOLLIPOPS Portal.
Applying to open a Global Account. The Client may submit an application to open a Global Account by logging into the LOLLIPOPS Portal and providing the information required on the Portal as prompted, including but not limited to the following information:
- the jurisdiction, market and currency of the Global Account applied for;
any further information requested from time to time via the Portal or by LOLLIPOPS before the Global Account is created. The Global Account will only be created once LOLLIPOPS is satisfied that the Client has provided sufficient details and information for LOLLIPOPS to open the Global Account for the Client, and LOLLIPOPS is able to verify that information. LOLLIPOPS reserves the right to decline to open a Global Account for the Client.
How to Transfer Funds to the Global Account
The Client will need to log into the LOLLIPOPS Portal and obtain the virtual/sub-account details of the Global Account in the relevant supported currency. LOLLIPOPS is not responsible for transferred funds until they are actually received by LOLLIPOPS.
The Client or any Payer may transfer funds to the Global Account by bank transfer, using the virtual/sub-account details displayed by LOLLIPOPS on the LOLLIPOPS Portal or any other method permitted by LOLLIPOPS from time to time via the LOLLIPOPS Portal.
Transferring funds into the Global Account does not form part of the services provided by LOLLIPOPS, but is a service provided to the Client by a third party. LOLLIPOPS shall not be liable for any transfer failure that is beyond LOLLIPOPS's control. The Global Account provided to the Client is intended solely for receiving funds from e-commerce platforms or counterparties in the context of lawful and compliant transactions in goods or provision of services, and accordingly the Global Account provided to the Client may only be used for credits. In such circumstances, unless otherwise agreed by LOLLIPOPS, the Client must not use the account for any direct debit services, including but not limited to recurring automatic deduction of utility bills or rent, refunds of sales proceeds, periodic payment of service fees and/or the like. Where any direct debit transaction occurs on any Global Account provided to the Client, LOLLIPOPS is entitled to refuse or terminate that transaction without notice to the Client.
Foreign Exchange Conversion Services
Your foreign exchange conversion instructions. You may instruct us to carry out a foreign exchange conversion by providing the necessary details in accordance with the prompts on the LOLLIPOPS Portal, following the steps below:
The Client shall submit a Client Request relating to a foreign exchange transaction through the LOLLIPOPS Portal, including but not limited to the following information: (i) the currency pair of the buy currency and the sell currency; (ii) the amount of the buy currency and the sell currency; (iii) the settlement date (if applicable); and (iv) any other information that the LOLLIPOPS Portal may require from time to time before issuing the booking confirmation.
Upon receipt of the Client Request, LOLLIPOPS shall thereafter send a booking confirmation confirming the details of the Client Request. This booking confirmation shall contain the finalised foreign exchange rate, which may differ from the foreign exchange rate first quoted to the Client. Where reasonably practicable, LOLLIPOPS shall endeavour to ensure that the final foreign exchange rate provided by LOLLIPOPS's correspondent bank or liquidity provider closely reflects the foreign exchange rate first quoted to the Client.
If the date specified in the booking confirmation is not a business day, that date shall be adjusted to the first following business day.
Once LOLLIPOPS confirms that the Client has provided sufficient details and information required to complete the booking confirmation, the foreign exchange transaction shall be created and become binding.
The booking confirmation may be sent by LOLLIPOPS through the merchant services platform, the FX API, or any other method LOLLIPOPS considers appropriate at its discretion.
The issuance of a booking confirmation to the Client shall constitute the Client's booking of the transaction.
Foreign exchange conversion confirmation. Once Party A is satisfied that Party B's instructions are complete, Party A shall issue a confirmation to Party B in respect of the foreign exchange conversion. Party A may decline Party B's instructions if Party B does not have sufficient funds by the delivery cut-off date, if Party B exceeds any applicable limit, if Party B requests a foreign exchange conversion that Party A considers to be a leveraged foreign exchange transaction, or pursuant to Clause 19. Once a confirmation has been issued, you may not cancel the foreign exchange conversion, and the foreign exchange conversion shall be deemed a final transaction. Party B must then pay to Party A the full amount of the foreign exchange conversion in the relevant source currency in accordance with these terms.
Foreign exchange rates. You may obtain an indicative foreign exchange rate for a foreign exchange conversion through the LOLLIPOPS Portal. When you give us an instruction through the LOLLIPOPS Portal, we will quote you an indicative foreign exchange rate, and the final foreign exchange rate will be confirmed when we issue the confirmation. Where reasonably practicable, we will ensure that the confirmed foreign exchange rate reflects the rate quoted to you, but you acknowledge that this may not always be possible. The final foreign exchange rate used to effect the foreign exchange conversion may differ, as the exchange rate may change between the time Party B gives its instruction and the time Party A issues the confirmation. Party B agrees that changes in exchange rates take effect immediately without further notice.
Settlement requirements for foreign exchange conversions. Party B must pay sufficient funds to the agency account in the relevant source currency, on or before the delivery cut-off date, to settle in full any foreign exchange conversion that Party B wishes to carry out. Party B may fund the foreign exchange conversion by direct bank transfer to Party A or by any other means accepted by Party A. Without prejudice to any of Party A's rights under these terms, Party B is obliged to deliver such funds to the account designated by Party A within two (2) business days or by the delivery date required by Party A, and Party B expressly acknowledges that, if Party B fails to pay any margin required by Party A for any foreign exchange conversion transaction, or fails to pay sufficient funds to the agency account to settle the full amount, Party A may cancel the foreign exchange conversion transaction without prior notice to Party B and apply the margin towards any amount owed to Party A.
Timing for execution of foreign exchange conversions. If you request us to carry out a foreign exchange conversion, we will do so as soon as reasonably practicable, and in any event generally within 24 hours of our accepting your instruction.
Requirements for spot foreign exchange conversions. LOLLIPOPS shall have no obligation to enter into any foreign exchange transaction and/or make any payment to the Client unless, on or before the date the Client submits a Client Request for a spot foreign exchange transaction conversion for non-real-time settlement, LOLLIPOPS has received from the Client's bank account, as the Client's margin, an amount equivalent to 2% of the sell currency amount stated in the Client Request (which amount may be varied as required by the market, with LOLLIPOPS giving the Client at least 5 business days' prior notice).
Payment Services
Your payment instructions. You may instruct us to make a payment by providing the necessary details in accordance with the prompts on the LOLLIPOPS Portal. If the payment involves a currency conversion between supported currencies (for example, the source currency differs from the payment currency), we will also provide you with foreign exchange conversion services as an ancillary service to the payment services. Each payment (including any payment with a foreign exchange conversion feature) constitutes a separate contract between you and LOLLIPOPS.
Payment confirmation. Once we consider your instruction to be complete and accurate, we will issue a payment confirmation to you. Party A may decline Party B's instructions if Party B does not have sufficient funds by the settlement cut-off date, if Party B exceeds any applicable limit, or pursuant to Clause 19. Once a confirmation has been issued, Party B may not cancel the payment, and the payment shall be deemed final. Party B must then pay the full amount to Party A in accordance with these terms.
Settlement requirements for payment services. Party B must pay sufficient funds to the agency account in the relevant source currency, on or before the settlement cut-off date, to settle in full any payment that Party B wishes to make. Party B may make payment to Party A by direct bank transfer or by any other means accepted by Party A. Without prejudice to any of Party A's rights under these terms, Party B expressly acknowledges that, if there are insufficient funds in Party B's agency account to settle the full amount, Party A may deduct or set off such amount against any funds collected and held for Party B in Party B's Global Account, or against any balance in Party B's LOLLIPOPS Portal. If the currency Party B transfers to the agency account is not the payment currency, or if the funds in Party B's Global Account or any currency in Party B's LOLLIPOPS Portal (used by Party A for the purpose of set-off) is not the payment currency, Party B authorises Party A to convert that currency into the payment currency at the standard exchange rate provided as required by Party A on the payment date.
Timing for execution of payment services. If you request us to make a payment, we will do so as soon as reasonably practicable, and in any event generally within 24 hours of our accepting your instruction. The method of crediting funds may be provided by a third party (such as the payee's bank) and does not form part of our services. We have no control over the time required for the payee's bank or payment provider to credit funds to the payee, although we generally expect this to take no more than 5 business days, unless we require a longer period in order to comply with the Applicable Law. If the date specified in the payment confirmation is not a business day, that date shall be adjusted to the next business day.
Payment Service Instructions.
The Client shall submit a Client Request relating to a payment through the LOLLIPOPS Portal, including but not limited to the following information: (i) the "Know Your Customer" ("KYC") details specified by the Client; (ii) the "Know Your Customer" details specified by the payer and the payee; (iii) the payee's bank account details; (iv) the source currency and the payment currency; (v) the payment amount; (vi) the payment date; (vii) the designated payment method (if no payment method is specified, LOLLIPOPS reserves the right to process the payment using any payment method at its discretion).
Once LOLLIPOPS confirms that the Client has provided sufficient details, supporting documents and information required to complete the payment confirmation, the payment shall be generated and become binding.
Reversals and Rejections
Refunds. We may need to reverse any sending or receipt of funds in connection with the services and deduct funds we have received as part of the services, or return funds we have received as part of the services, including in the following circumstances:
- the sender or any relevant payment service provider reverses or may reverse the transaction;
- the sender transferred funds to you in error;
- you provided us with an incorrect transaction instruction;
- we suspect that a transaction is fraudulent, or in breach of these terms or the Applicable Law; or
we exercise our rights under Clause 19.
Party B must reimburse Party A as soon as possible in accordance with Clause 12.5. If Party A reverses a transaction, Party A may, at its discretion, reverse it at the prevailing foreign exchange rate applicable at the time of reversal or at the original foreign exchange rate applicable to the transaction.
Refusal of transactions. We may withhold, refuse or delay the receipt, exchange or sending of any funds in the following circumstances:
- our correspondent bank partners, liquidity providers or other financial institutions do not provide a valid exchange rate;
- any relevant anti-money laundering or counter-terrorist financing limit is exceeded;
- you fail to comply with your obligations under these terms, the acceptable use policy, or the Applicable Law; or
we exercise our rights under Clause 19.
Failed transactions. If, for reasons beyond Party A's reasonable control (for example, insufficient funds), Party A may, at its discretion, cancel any foreign exchange conversion or payment, or postpone any foreign exchange conversion or payment to the next conversion date or payment date (as applicable), without any liability to Party B.
Insufficient funds. If, at the settlement cut-off, the funds are insufficient for one or more foreign exchange conversions and/or payments, LOLLIPOPS is entitled, at its discretion, to carry out the foreign exchange conversion(s) or payment(s) (for example, converting the earliest booked foreign exchange conversion or payment in chronological order, with the converted amount limited to the value of funds available to LOLLIPOPS on the applicable conversion date or payment date). The remaining booked foreign exchange conversions shall be deemed failed transactions and shall incur the associated disruption costs and administration fees.
Using Correct Details When Transferring Funds.
In each case, you need to ensure that you transfer funds to us using the correct bank details and the unique transaction reference number designated by LOLLIPOPS. If you fail to provide accurate details, we may be unable to receive the funds and record the amount to the relevant account. In such circumstances, we shall not be liable for any loss you may suffer or incur, although we will use reasonable efforts to investigate and to credit or refund any incorrect or inaccurate payment to your account.
If the incorrect payment instruction contained in a Client Request relates to a prior foreign exchange transaction, and the Client elects to cancel the Client Request because of having provided an incorrect payment instruction, the Client shall bear the costs of cancelling the foreign exchange transaction booked through the LOLLIPOPS Portal.
If the Client cancels a Client Request due to an incorrect payment instruction and submits a new Client Request for the return of funds, LOLLIPOPS does not guarantee that the amount or currency returned will be equivalent to the payment currency and/or amount.
If the Client provides an incorrect foreign exchange transaction instruction in a Client Request on the LOLLIPOPS Portal (which may include, but is not limited to, an incorrect settlement date, an invalid currency pair and/or an incorrect amount of the buy currency or the sell currency), the Client agrees to provide LOLLIPOPS with a correct Client Request as soon as practicable, or to cancel the Client Request. After cancelling the Client Request, the Client must provide LOLLIPOPS with a new Client Request for the return to the Client of the Client's funds from the incorrect Client Request.
LOLLIPOPS reserves the right to decline to correct a Client Request if LOLLIPOPS is unable to obtain a valid rate from the relevant correspondent bank or liquidity provider.
The Client shall indemnify LOLLIPOPS against any and all losses suffered by LOLLIPOPS arising directly from any payment failure caused by the Client's failure to comply with the procedures set out in this clause.
Excess funds. When Party B makes a payment to the agency account, Party B must give Party A accurate and complete instructions in respect of the payment or foreign exchange conversion. If Party B fails to give Party A accurate or complete instructions, Party A may, at its discretion: (a) return the funds to the remitter; (b) remit the funds to the affiliated bank account notified by Party B to Party A; or (c) remit the funds to Party B by any other means, subject to compliance with any Applicable Law.
Security and Safety
Keeping your LOLLIPOPS account secure. In order to use the LOLLIPOPS Portal, you (or your authorised users) must log in using a unique password and any multi-factor authentication: for example, we may require your authorised users to verify that they are authorised users when logging into the LOLLIPOPS Portal or when using the LOLLIPOPS Portal to carry out certain transactions. You must at all times keep all login information and passwords for accessing the LOLLIPOPS Portal safely and securely, and permit only authorised users to access the services.
If you suspect that your LOLLIPOPS account may be compromised, please contact us. If you have any suspicion, you must contact us immediately by email at compliance@uuremit.com and change your password where:
your LOLLIPOPS account, LOLLIPOPS Portal access, or other security credentials have been stolen, lost, used without your authorisation, or otherwise compromised; or
another person has discovered the login information and password for your LOLLIPOPS account or user profile.
Any unreasonable delay in notifying us may affect the security of your LOLLIPOPS account or your access to the LOLLIPOPS Portal, and may result in you being held liable for any financial loss.
Regularly checking account transactions. All your activity will be shown in the LOLLIPOPS Portal. You must contact us immediately by email at compliance@uuremit.com to report any suspected or actual unauthorised transaction, or any other security concern relating to the LOLLIPOPS Portal. If a transaction results from our error, fraud, or a transaction error, we may refund the amount you lost (see Clause 12.4). If you do not notify us immediately of any unauthorised transaction, or of any transaction initiated or executed in error, you may lose your right to have it corrected or refunded. You may also be unable to claim a refund in the following circumstances:
- you have breached these terms or any Applicable Law;
you gave us an incorrect transaction instruction (in which case we may, where possible, provide reasonable assistance to help you recover the funds, but we do not guarantee success); or
any loss was not directly caused by our act or omission.
Unauthorised transactions. We shall not be liable for any unauthorised transaction beyond LOLLIPOPS's direct control. In particular, but without limitation, we shall not be liable (and you shall bear all losses yourself):
- if you fail to notify us of a security issue promptly;
- if we discover that you or your authorised users, or any person acting on your behalf, have acted fraudulently or recklessly (in which case we will not, under any circumstances, refund you);
- if you compromise the security of the LOLLIPOPS account or the LOLLIPOPS Portal through wilful misconduct or gross negligence, or fail to comply with your obligations to use them under these terms and to keep all login information and passwords confidential and secure;
if you gave us an incorrect payment instruction (we may, where possible, provide reasonable assistance to help you recover the funds, but we do not guarantee success); and
to the extent permitted by the Applicable Law, in any other circumstances beyond our direct control.
Refunds. If we refund you the amount of an unauthorised transaction but subsequently discover that you failed to fulfil your obligations under Clause 12, you must reimburse us for the value of the unauthorised transaction.
Acknowledgement. You acknowledge that:
- LOLLIPOPS shall not be liable, and provides no other warranty, in respect of any transaction you conduct through the LOLLIPOPS Portal;
- you must obtain and use any equipment or telecommunications lines and connections required for the LOLLIPOPS Portal;
- certain software and equipment you use may not support certain functions of the LOLLIPOPS Portal; and
you are responsible for configuring and updating your information technology, software and equipment in order to access the Services or the LOLLIPOPS Portal.
Your Liability. You shall be liable for all costs, fees, claims, damages, charges, expenses, losses, outlays, penalties and liabilities suffered or incurred by LOLLIPOPS arising from or in connection with: (i) (where applicable) your erroneous instructions, overpayments, payment errors or other invalid payments caused by you; (ii) any error, default, negligence, misconduct or fraud on the part of you, your employees, directors, officers or any person acting on your behalf; and (iii) any costs, fees, claims, damages, charges, expenses, losses, outlays, penalties and liabilities suffered or incurred by LOLLIPOPS as a result of your failure to comply with these terms (including but not limited to this Article 12).
Fees
Service Fees. You shall pay us service fees, details of which are set out in the fee schedule at https://www.uuremit.com/ or in a separate written agreement reached with us. Service fees are charged separately according to the Services you use, for example:
Collection Services: the service fee for collection services is generally a fee charged as a percentage of funds, or a flat fee charged for each transaction collected on your behalf, or a fee charged over a certain period (such as daily, weekly, monthly, quarterly or annually).
Payment Services: the service fee for payment services generally depends on whether you make payment using local channels or the SWIFT payment channel, and/or a flat fee charged for each transaction, and/or a fee charged over a certain period (such as daily, weekly, monthly, quarterly or annually).
Foreign Exchange Services. The service fee for foreign exchange services generally includes a client margin charged in addition to the foreign exchange benchmark rate, and/or a fixed fee charged for each transaction, and/or a fee charged over a certain period (such as daily, weekly, monthly, quarterly or annually).
LOLLIPOPS Portal Services. Service fees that may be charged periodically (such as monthly) for a merchant's use of the LOLLIPOPS Portal service to initiate system or electronic instructions to LOLLIPOPS (such as top-ups, withdrawals, enquiries, reconciliation, personalised settings, etc.).
Changes to Service Fees. Unless otherwise agreed in writing by us, we may amend the service fees at any time, and the amended fees shall take effect from the date we notify you that they apply.
Taxes. All sums payable to us under these terms:
- are exclusive of all taxes, duties and similar charges now in effect or hereafter imposed, all of which shall be your responsibility and shall be paid by you in full;
shall, unless prohibited by Applicable Law, be paid in full without any set-off, counterclaim, deduction or withholding. If Applicable Law requires you to withhold tax from any payment: (i) you shall promptly notify LOLLIPOPS of such requirement; (ii) both parties shall make all necessary filings to ensure that the provisions of any applicable tax treaty apply to that payment; (iii) you shall pay LOLLIPOPS such additional amount as will result in LOLLIPOPS receiving the full amount it would otherwise have received in the absence of any withholding or deduction; (v) you shall promptly forward to LOLLIPOPS the official receipt (or a certified copy thereof), or such other documentation as LOLLIPOPS may reasonably accept, evidencing payment to such authority.
Obligation to Pay Amounts Owed. You must promptly pay us any amount owed, including any amount arising from any reversal, return, fee, charge or other transaction, and we may suspend your use of the Services and access to any related account until we receive such payment.
Right to Deduct Amounts Owed by You. Party A may, from time to time, deduct any amount owed by Party B to Party A from funds collected or received by Party A as part of the Services, or from any amount provided as security under Article 13.6 of these terms. If you do not have sufficient funds to pay the amount owed to us, we may take reasonable measures to recover such amount (such as taking legal action or using debt collection services), at your expense.
Security. Party A may at any time require Party B, within 30 days of receipt of Party A's written request (or such longer period as Party A considers reasonable), to provide security, indemnity or other collateral (including replacing any existing collateral) in such form and over such assets as Party A may reasonably require, to secure, to Party A's reasonable satisfaction, the performance of Party B's obligations (including contingent or potential obligations) under these terms from time to time.
Methods of Payment of Service Fees:
For fees incurred on each transaction: after each transaction is confirmed successful by LOLLIPOPS, LOLLIPOPS will deduct the equivalent fee amount directly from the balance of the Client's pre-deposit account, in the currency actually deducted for the transaction, based on the foreign exchange market rate at the time of deduction (where the actual fee currency is the same as the deduction currency, no foreign exchange conversion shall occur). Where the balance is insufficient, the Client is obliged to top it up promptly and shall be responsible for any problems caused by an insufficient balance.
For fixed fees: on the 1st [1st] day of each month, LOLLIPOPS will proactively deduct the fixed fee amount, calculated in the deduction currency, from the balance of the Client's pre-deposit account in the actual deduction currency, based on the foreign exchange market rate at the time of deduction (where the actual deduction currency is the same as the deduction currency, no foreign exchange conversion shall occur). Where the balance is insufficient, the Client is obliged to top it up promptly and shall be responsible for any problems caused by an insufficient balance.
For set-up fees and other one-off fees: LOLLIPOPS will issue an invoice to the Client for installation fees and other one-off fees, and the Client must pay in full before continuing to use any Service on the 1st [1st] day of each month. The Client hereby agrees to accept the invoice and shall promptly deposit payment into the receiving bank account specified in the invoice.
If the payment method for the relevant fees in these terms is inconsistent with the Product Agreement, the Product Agreement shall prevail.
LOLLIPOPS reserves the final decision-making and interpretation rights in respect of all fees and payment methods arising under these terms. By signing this Agreement, you agree to LOLLIPOPS's fee standards and payment methods.
Intellectual Property
Licence. We grant you a personal, revocable, non-transferable, non-sublicensable and non-exclusive licence to access and use the LOLLIPOPS Portal through any supported web browser to manage our Services, provided that you comply with these terms.
Ownership. We own all intellectual property rights in the LOLLIPOPS Portal and its proprietary technology, including its software (in source and object form), algorithms, user interface design, architecture and documentation (in print and electronic form) and network design, together with any modifications, improvements and derivative works thereof. These terms do not transfer any ownership of the LOLLIPOPS Portal and/or its proprietary technology from LOLLIPOPS to you.
Restrictions on Use. You have no rights in our Services (including the LOLLIPOPS Portal) other than the right to use them under the licence granted in Article 14.1. Except as permitted by Applicable Law or by LOLLIPOPS, you must not use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, assign, lend, lease, sublicense, sell, build upon or otherwise republish or redistribute, publicly perform or publicly display any part of our LOLLIPOPS Portal, the Services or the software contained therein. You must not permit any unauthorised person to access or use the LOLLIPOPS Portal, or trade on the LOLLIPOPS Portal for speculative purposes. Except as expressly permitted by Applicable Law (and for no other purpose), you also must not reverse engineer, decompile, disassemble or attempt to extract the source code of the LOLLIPOPS Portal or the software.
Use of Your Data. You grant LOLLIPOPS a royalty-free, non-exclusive, irrevocable, transferable and sublicensable licence to any group company, third-party supplier or outsourcing provider, to use your customer data and payment data for the purpose of operating the LOLLIPOPS Portal, providing the Services, exercising LOLLIPOPS's rights and performing its obligations under these terms. You shall be solely responsible for the quality, accuracy and completeness of any customer data and payment data transmitted through the LOLLIPOPS Portal.
Rights of Others. You must not use our Services in any way, including the LOLLIPOPS Portal, to infringe or violate our or any other person's copyright, trademark or other intellectual property rights, or otherwise breach any Applicable Law. The LOLLIPOPS Portal may display content that does not belong to us, for which we accept no responsibility. Unless you have obtained prior permission from us or the content owner, or the law permits, you must not use any content in any of our Services (including the LOLLIPOPS Portal).
Promotion. You agree that we may include your corporate information in general promotional materials for our Services. You may request in writing at any time that we cease using your business information for the above purpose.
Confidentiality, Privacy and Use of Data
Confidential Information. You acknowledge that you may be exposed to Confidential Information belonging to us, and you must keep such information confidential in accordance with these terms.
Confidentiality Undertaking. You agree that you shall:
not disclose any of our Confidential Information to any third party unless necessary:
(i) pursuant to law or the requirements of any body having jurisdiction; (ii) to your lawyers, accountants and other advisers where reasonably necessary; or (iii) for the purpose of defending yourself in actual or threatened proceedings, provided that, in respect of (i) and (iii) above, you shall give us reasonable notice before disclosure is required and provide such details as we may request (to the extent permitted by Applicable Law); and
take reasonable precautions to protect the confidentiality of such information, to a standard no less rigorous than that applied to protect your own confidential information.
Disclosure to Employees and Agents. In addition, you may only disclose our Confidential Information to your agents, representatives and employees who have a "need to know" the information in connection with these terms, and who have been informed of the confidential nature of such Confidential Information and have agreed to act in accordance with the terms and conditions of this Article 15. You shall remain liable for any Confidential Information disclosed by your agents, representatives and employees as if you had disclosed such information yourself.
Privacy and Personal Data. The protection of Personal Data is very important to us. In addition to these terms, our privacy policy explains how and for what purposes we collect, use, retain, disclose and protect the Personal Data you provide to us. You agree to review the terms of our privacy policy as updated by us from time to time.
Purposes. You agree to share "Personal Data" with LOLLIPOPS, and authorise LOLLIPOPS to collect, use, store or otherwise process such "Personal Data" for the following "Agreed Purposes", in order to enable us to: 1:
- assist in providing you with information on products or services;
- consider your request for products or services;
- enable us to provide products or services;
- manage LOLLIPOPS's relationship with the Client;
- administer accounts and carry out other administrative and business tasks (including risk management, system development and testing, credit scoring, staff training, debt collection, and market or customer satisfaction research);
- design new products and services, or improve existing products and services we provide;
- conduct general and specific communications between us and you;
- consider any concerns or complaints you raise with us, manage any legal action involving LOLLIPOPS, or both;
- carry out any enforcement activities, including collecting any amounts payable by you;
- confirm your identity or determine your tax status under any local or foreign laws, regulations or treaties, or under any agreement reached with any tax authority;
- identify, prevent or investigate any fraud, illegal activity or misconduct (or suspected fraud, illegal activity or misconduct);
- comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening;
- verify any information and records relating to you;
- comply with these terms and the privacy policy;
enable an actual or proposed transferee of all or any part of our business and/or assets to evaluate the transaction proposed to be the subject of the transfer, and enable an actual transferee to use the Personal Data you have provided in the operation of the business; and
for any other purpose set out in our privacy policy.
Data Subjects. The categories of data subjects of Personal Data that we may collect may include the following natural persons: the Client, the Client's directors and ultimate beneficial owners, your customers, employees and contractors, payers and payees. You may share with LOLLIPOPS some or all of the following types of Personal Data relating to data subjects:
- Full name:
- email address;
- telephone number and other contact information;
- date of birth
- nationality
- public information about the data subject;
- other relevant verification or due diligence documents required under these terms; and
any other necessary or relevant data to achieve the Agreed Purposes.
Compliance. Neither party shall, in performing its obligations under these terms, knowingly cause the other party to breach any applicable data protection laws. Neither party shall be liable for any consequences arising from the other party's failure to comply with applicable data protection laws in relation to the Personal Data shared with it.
You undertake that the personal payment information for each transaction completed through LOLLIPOPS is true and valid, that the underlying transaction is genuine and lawful, and that the source and destination of settlement funds are legal and compliant. You shall, as required by LOLLIPOPS, submit to LOLLIPOPS the details of each transaction capable of proving the authenticity of the transaction, including but not limited to information on the parties to the transaction, the name of the goods, the quantity of goods traded, the transaction time, the transaction amount, payment information, logistics information, consumer receipt confirmations, agreements and other information. You shall be solely liable for any liability arising from your falsification of transaction details and cooperation materials.
You are obliged to retain all transaction information and data files generated through LOLLIPOPS, and to retain all due diligence documents arising during the term of this Agreement, for a retention period of at least 5 years after termination of this Agreement (or such longer retention period as required by law or regulation, if applicable). Within the record-keeping period prescribed under the Hong Kong Anti-Money Laundering Ordinance, you shall ensure that you provide us with any documents, data or information as soon as reasonably practicable upon receipt of our notice or request.
We will conduct spot checks from time to time, and upon our request, you shall promptly provide the due diligence information or documents.
If we have reasonable grounds to doubt your reliability, we may immediately take measures to review your ability to fulfil your customer due diligence obligations.
Undertakings. To the extent that you or LOLLIPOPS process Personal Data, both parties shall:
- process Personal Data fairly and lawfully, and ensure there is a lawful basis under data protection law for such processing;
- obtain and maintain all appropriate registrations required under data protection law in order to use Personal Data under these terms;
- ensure that appropriate technical and organisational security measures are taken to protect Personal Data under its control;
- ensure that all persons who have access to and/or process Personal Data are under an obligation to keep it confidential;
- only transfer Personal Data between different jurisdictions where appropriate measures have been taken to render such transfer of Personal Data lawful under data protection laws;
promptly notify the other party if it receives any request, complaint or other communication from a data subject or a regulatory authority that is directed, or intended to be directed, to the other party; and
promptly notify the other party if it becomes aware of a Personal Data breach directly relating to the other party.
Data Security. In addition to any other reasonable information security requirements we may specify, you shall ensure that any Personal Data is transmitted to LOLLIPOPS by secure means and methods that comply with data protection legislation.
Cooperation. Each party will be responsible for responding to requests from regulatory authorities or from individuals exercising their rights under applicable data protection legislation. Each party will provide the other party with reasonable cooperation and assistance in complying with all obligations imposed on it by data protection legislation and any other relevant Applicable Law, including: (i) handling and responding to any communications from data subjects; (ii) handling, mitigating and responding to any Personal Data breach; and (iii) matters relating to security, impact assessments and consultation with supervisory or regulatory authorities.
Data Disposal. Upon termination of these terms, or as soon as it is no longer necessary to process any Personal Data for the agreed purposes, each party will securely dispose of any such Personal Data in its possession in accordance with the requirements of Applicable Law.
Data Security. We will take all measures required by data protection laws to ensure that appropriate information security safeguards are applied to any such disclosure.
Personal Data of Others Provided by You. If you provide us with the personal data of other individuals, including (but not limited to) your Authorised Users, your directors and ultimate beneficial owners, your customers, employees and contractors, payers and payees, you undertake that we may rely on you having obtained the consent of such other individuals to disclose their Personal Data to us, which we will use in accordance with these terms. You must show them the information regarding these terms so that they understand how LOLLIPOPS may collect, use and disclose their Personal Data in connection with your dealings with us, and our use of their Personal Data, including our use of Personal Data for direct marketing purposes, as well as their consent to our use of the Personal Data you provide to us on their behalf.
Disclosure of Information and Use of Personal Data for Direct Marketing
We May Disclose Your Information to Others. LOLLIPOPS may disclose your customer data, payment data and Personal Data (including any Confidential Information) to the following persons:
- any branch, subsidiary, holding company, affiliate, associated company or related entity of LOLLIPOPS;
- any agent, contractor or service provider that we engage or propose to engage to perform, or to assist us in performing, our functions and carrying out our activities, and who is under an obligation of confidentiality in respect of such information;
- participants in payment systems, including card schemes, financial institutions and payment organisations, such as the Society for Worldwide Interbank Financial Telecommunication (SWIFT);
- any person with whom LOLLIPOPS may enter into any assignment, financing, share purchase or other commercial agreement, who is under an obligation of confidentiality in respect of such information;
- any person to whom disclosure of information is permitted or required (or anticipated to be required) under any Applicable Law, regulation or court order;
- any of your referees or representatives (including any professional adviser, broker, introducer, lawyer or executor);
- any third-party mortgagor, guarantor or credit support provider (if any);
- credit reference agencies and, in the event of default, debt collection agencies;
- any agent authorised by you or by operation of law, such as a receiver or trustee, or your legal representative; and
any actual or proposed transferee of the whole or any part of our business and/or assets and/or LOLLIPOPS's interests.
Limitation of Liability
Liability. These terms do not exclude or limit the liability of either party where it would be unlawful to do so. This includes liability of a party for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
all sums due and payable under these terms.
Direct Loss. Direct loss is recoverable under these terms. However, save as otherwise provided in these terms, neither party shall be liable for any indirect or consequential loss.
Disclaimer. We shall not be liable for:
- any loss beyond our direct control caused by the negligence, fraud, wilful misconduct or insolvency of any third-party correspondent bank, liquidity provider or other financial institution that forms part of the payment network used to provide the Services;
- any payment that is not executed, or is defectively executed, as a result of any incorrect information provided by you in an instruction; or
any error, omission or non-performance caused by the payee/receiving bank as a result of the payee/receiving bank's failure to process the payment correctly.
In the circumstances set out in (b) or (c), we will use reasonable efforts to recover the funds involved in the payment. Even if we are unable to successfully recover the funds, you shall remain liable for all costs incurred by us in the course of such recovery.
Aggregate Liability. Save as provided in Article 17.5, LOLLIPOPS's total liability to you for all acts arising out of or in connection with these terms shall not exceed the total service fees paid by you to LOLLIPOPS during the one (1) year period preceding the date on which the liability first arose.
Liability for Foreign Exchange Conversion. To the maximum extent permitted by Applicable Law, LOLLIPOPS's maximum liability for any foreign exchange conversion (whether arising in contract, tort or otherwise) shall in no circumstances exceed an amount equal to the currency sold by LOLLIPOPS under that foreign exchange conversion.
Equitable Relief. Damages alone may not be an adequate remedy for breach, and accordingly either party shall be entitled to seek an injunction, specific performance or other equitable relief in respect of any threatened or actual breach.
Mitigation. Each party agrees to use reasonable efforts to mitigate any loss that is indemnifiable under these terms.
Indemnity
Client Indemnity. You shall, on demand, indemnify us against all losses, damages, costs (including reasonable legal costs) and expenses incurred or suffered by us arising from:
- your breach of these terms, non-compliance with Applicable Law, non-compliance with the Acceptable Use Policy, or your use or misuse of our Services;
any of your payments or foreign exchange conversions, including our acting on any instruction that we reasonably believe to have been given by you or your Authorised User; or
the closing or cancellation, in whole or in part, of a foreign exchange conversion or payment prior to the conversion date or payment date, including where Party A is required to do so as a result of Party B's failure to provide the funds for the foreign exchange conversion or payment.
Third Party Claims. This Article 18.2, Article 18.3 and Article 18.4 apply to the obligations set out in this Article 18 and Article 22. If a party becomes aware of any claim or proceeding that may give rise to a claim under this Article 18 or Article 22 (each a "Third Party Claim"), that party will promptly notify the other party in writing, and, provided that the other party at all times complies with Article 18.3, the first party will:
- allow the other party to control the defence of the Third Party Claim; and
provide reasonable assistance, at the other party's request and expense, in the other party's defence of any such Third Party Claim.
Defence. If the other party assumes the defence of a Third Party Claim, the other party will:
- promptly notify the first party that it has assumed such defence;
- at all times have regard to the interests and reputation of the first party when defending the Third Party Claim, and comply with all applicable rules of court;
- consult with the first party in respect of, and keep it informed at all times of, any negotiations, settlement or litigation; and
not settle or compromise the Third Party Claim on any basis that involves a remedy other than the payment of money, without the prior written consent of the first party.
Indemnity. If the other party does not assume the defence of a Third Party Claim under Article 18.3 within 14 days of receiving written notice of that Third Party Claim, the first party or a person nominated by the first party may defend the Third Party Claim in such manner as it considers appropriate, and the other party will, on demand, indemnify the first party against all costs, claims and liabilities incurred by the first party arising from that Third Party Claim.
Conditions of Indemnity. The obligations set out in this Article 18 apply only where: the indemnified party notifies the indemnifying party in writing within thirty (30) days of becoming aware of, or receiving, the claim; the indemnified party provides the indemnifying party with such reasonable assistance as the indemnifying party requires to defend and resolve any claim (as applicable), at the indemnifying party's expense; and the indemnified party grants the indemnifying party the exclusive right and authority to control and resolve any claim.
Termination and Suspension
Closing Your LOLLIPOPS Account. You may close your LOLLIPOPS Account at any time by giving us 30 calendar days' prior written notice, thereby ceasing to use the Services and terminating these terms.
LOLLIPOPS's Right to Suspend or Terminate. We may terminate these terms (or any Additional Terms) at any time by giving you 30 calendar days' prior written notice. In addition, we may suspend or terminate these terms, any Additional Terms or any Service, in whole or in part, or block any transaction, immediately and without notice, if:
- we suspect criminal activity in connection with your LOLLIPOPS Account, your LOLLIPOPS Account is fraudulently used, or we reasonably believe that you have fraudulently requested a refund for an unauthorised transaction;
- we reasonably believe that you have breached, or are about to breach, Applicable Law;
- we are required to do so by law, including any direction from a relevant regulatory authority;
- you breach any provision of these terms, or breach any applicable restriction or limitation in the Acceptable Use Policy;
- you provide us with false or inaccurate information, or we are unable to verify any information you have provided;
- you notify us of, or we suspect or discover, any suspicious or actual unauthorised transaction;
- you are listed on any national or international restricted or prohibited list, such that we are unable to conduct business with you;
- you do not accept any amendment to these terms;
- we suspend or cease the Services, in whole or in part, including for technical or security reasons;
- we have reasonable concerns regarding your LOLLIPOPS Account, including your use of the Services;
- one of our banking partners, or another service provider required for the provision of the Services, requires us to terminate these terms; or
If LOLLIPOPS considers that the Client is using the Merchant Service Platform for any unlawful, disruptive or unauthorised purpose, LOLLIPOPS may suspend or terminate the Client's access to the Merchant Service Platform upon one day's prior notice to the Client. In addition, LOLLIPOPS reserves the right to interrupt the Services if any of the following occurs: (i) failure of the Merchant Service Platform, in whole or in part, including any technical failure constituting the Merchant Service Platform; (ii) a security breach of the MSP; (iii) a material breach by the Client of its payment obligations under this Agreement; or (iv) in order to comply with Applicable Law.
Any action taken by LOLLIPOPS under this Article 19.2 shall continue for such period as LOLLIPOPS, in its sole discretion, considers necessary.
Where possible, we will give you notice of any suspension. We will notify you of any suspension and the reasons for it, before or as soon as reasonably practicable after implementing the suspension, unless doing so would compromise our reasonable security measures or be unlawful. Once the reason for the suspension no longer exists, we will lift the suspension as soon as reasonably practicable.
Immediate Termination. Without prejudice to any other rights or remedies, either party may terminate these terms or any Additional Terms immediately upon written notice to the other party, without incurring any liability to the other party, if:
commits a material breach of these terms (or the Additional Terms) and, where the breach is capable of remedy, fails to remedy it within 30 days of receiving formal written notice; or
commits a series of breaches of these terms (or the Additional Terms) which, taken together, have the impact or effect of, or constitute, a material breach; or
- becomes subject to an insolvency event;
if a party reasonably determines that performance of its obligations under these terms has become unlawful; or a force majeure event occurs which prevents the other party from performing any of its obligations under these terms for a period exceeding 1 month.
Repayment on Termination. On termination, Party B shall immediately repay any sums owed by Party B to Party A. In the circumstances set out in Article 19.2 or Article 19.5, Party A may charge Party B for any costs, expenses and losses incurred by Party A (including costs arising from foreign exchange conversion differences or from any action taken by Party A to cover or reduce risk). Once all sums owed to Party A have been repaid, Party A will provide Party B with any surplus funds held by Party A in respect of the Services.
Effect of termination. Upon termination of these Terms or any Supplemental Terms:
- you will no longer be able to use the LOLLIPOPS Portal (or the services under those Supplemental Terms), and all rights granted to you under these Terms or the Supplemental Terms will terminate;
- you must immediately return or delete any copies of documents, instructions and other materials containing or relating to the LOLLIPOPS Portal (or the services under those Supplemental Terms);
- all payment obligations for services provided under these Terms (or the Supplemental Terms) prior to the effective date of termination will become immediately due and payable;
each party will, within 30 days of termination of these Terms or the Supplemental Terms, return or delete all Confidential Information of the other party in its possession, and shall not make or retain any copies of such Confidential Information unless necessary to comply with Applicable Law; and
any terms which are expressly or impliedly intended to survive termination will remain in full force and effect.
Other Grounds for Termination. LOLLIPOPS may suspend the services and terminate this Agreement at any time without prior notice if a financial regulator, regulatory body or law enforcement agency issues a warning in respect of the Client, or issues a notice to LOLLIPOPS requiring it to cease the services; any government, regulatory or judicial body directs LOLLIPOPS to suspend or terminate this Agreement; the Client is included in a restricted or prohibited list issued by the United Nations, the United States government or another international body (such as the FATF or the HKCED), or LOLLIPOPS is prohibited under the laws or regulations of the country/region in which it operates from conducting any business with the Client; LOLLIPOPS's banking partner requires LOLLIPOPS to terminate this Agreement; or LOLLIPOPS determines, in its sole discretion, that the Client is engaged in fictitious transactions, fraud, money laundering, prostitution, drug trafficking, terrorist financing or any other activity in breach of the Applicable Law or regulations of the jurisdiction in which LOLLIPOPS conducts business.
Third-Party Service Providers
Acknowledgement. You acknowledge and agree that
- we may work with third parties (including other LOLLIPOPS group companies) to provide the services;
if you receive from us information about, or provided by, a third party, you must not rely on such information, and you must not bring any claim against us or the third party in respect of such information. If you breach these Terms by choosing to rely on such information, you agree to bear all risks and liabilities arising therefrom.
- LOLLIPOPS accepts no responsibility, and provides no other warranty, in respect of any transactions concluded by the Client through the LOLLIPOPS Portal;
- certain software and equipment used by the Client may not support certain functions of the LOLLIPOPS Portal;
the Client shall be liable for all costs, expenses, claims, damages, charges, losses, outlays, fines and liabilities incurred by LOLLIPOPS arising from: (i) (where applicable) the Client's erroneous instructions, overpayments, payment errors or other invalid payments caused by the Client; (ii) any error, default, negligence, misconduct or fraud of the Client, its employees, directors, officers, representatives or any person acting on the Client's behalf; and (iii) any costs, expenses, claims, damages, charges, disbursements, losses, outlays, fines and liabilities incurred by LOLLIPOPS as a result of the Client's failure to comply with the terms of this Agreement and the Schedule of Services.
LOLLIPOPS shall not be liable for any loss arising from fluctuations in the service exchange rate caused by any delay, cancellation or failure of a foreign exchange transaction.
LOLLIPOPS has the right to revoke, withhold or suspend the provision of services to the Client at any time.
Services Provided by LOLLIPOPS. Where we use a third party to provide the services, you acknowledge that the services are provided to you by LOLLIPOPS and not by the third party, unless expressly stated otherwise in writing in any Supplemental Terms applicable to the use of the services or a feature of the services.
Compliance with Data Protection Regulations. Where we use a third party to provide the services, we will ensure that the third party complies with the data protection regulations relevant to the processing of Personal Data under these Terms.
Representations and Warranties
Client Warranties. You represent and warrant to us that you
- will comply with these Terms and all Applicable Law relating to your use of the services, the LOLLIPOPS Portal and the Client Data;
- have the right, power and authority to enter into these Terms and to perform all of your obligations under these Terms;
- have the valid right to grant us the rights defined in these Terms without breaching any Applicable Law or any third party's proprietary rights;
- will at all times provide us with accurate, up-to-date and complete customer due diligence information and data in accordance with Article 4 of these Terms;
will use the services and the LOLLIPOPS Portal only for lawful purposes.
Client Conduct. You are fully responsible for any use of the services and any other function of the LOLLIPOPS Portal (including any data or transmitted content carried out through the LOLLIPOPS Portal by you or by any Authorised User you permit to access the LOLLIPOPS Portal). You will use all reasonable efforts to ensure that no unauthorised person can or might access your LOLLIPOPS account or any other function of the LOLLIPOPS Portal. You must not interfere with, disrupt or cause any damage to the LOLLIPOPS Portal or to other users of the services.
You must not misuse the LOLLIPOPS Portal. You must not
- access the LOLLIPOPS Portal by any means other than the LOLLIPOPS API or the MSP, for example, you must not use automated methods (including harvesting bots, robots, spiders or scrapers) without our permission;
take any action that could damage, disable, overburden or impair the LOLLIPOPS Portal, such as a denial-of-service attack; and/or
introduce any virus or other malicious code that interferes with the use of the LOLLIPOPS Portal.
Disclaimer. Except as expressly stated in these Terms, to the extent permitted by law, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranty of satisfactory quality or fitness for a particular purpose or non-infringement), are excluded. In particular, we
- make no promise as to the content or data on the LOLLIPOPS Portal, or as to the specific functions of the LOLLIPOPS Portal or their accuracy, reliability, availability or fitness for your needs;
may from time to time have to interrupt your use of the LOLLIPOPS Portal for operational, security or other reasonable reasons. In such circumstances, we will restore access as soon as reasonably practicable.
Financial Advice. You must not treat any information or commentary from LOLLIPOPS as financial advice. You should consider obtaining independent advice of your own in respect of any such information or commentary and your use of the services.
Client Responsibilities. The Client:
- is fully responsible for the quality, accuracy and completeness of the Client Data transmitted through the merchant services platform;
must provide and/or obtain any equipment or telecommunications lines and links required to use the merchant services platform.
must, within two working days of a request by LOLLIPOPS, provide LOLLIPOPS with any additional information regarding a payment.
Electronic Identity Verification Checks
The Client acknowledges and agrees that LOLLIPOPS will be permitted to conduct electronic database searches and credit reference agency searches to verify the identity and creditworthiness of the Client or any of its shareholders, and to comply with all "Know Your Customer" ("KYC") requirements and any anti-money laundering/counter-terrorist financing laws ("AML/CTF") applicable in the jurisdiction in which LOLLIPOPS operates. The Client acknowledges that all KYC requirements must be satisfied before any transaction is processed and the services are performed. LOLLIPOPS may retain records of the content and results of such searches in accordance with all applicable laws or other requirements in force from time to time.
The Client further acknowledges and agrees that LOLLIPOPS may conduct the necessary KYC screening and transaction monitoring on payers and payees in accordance with the relevant AML/CTF laws.
Handling of Funds in Connection with AML/CTF Laws. If the electronic identity verification checks referred to in Article 21.8 trigger an obligation on LOLLIPOPS to notify a regulator, LOLLIPOPS reserves the right to withhold, refuse or delay any foreign exchange transaction or payment of the Client's funds in order to comply with the requirements of the relevant AML/CTF laws of the jurisdiction in which LOLLIPOPS operates.
Market Disruption, Errors and Force Majeure
Force Majeure. Neither party shall be liable for any failure to perform its obligations where a force majeure event prevents such performance. The party affected by the force majeure event will
promptly notify the other party of any circumstance that may prevent it from performing its obligations; and
use reasonable efforts to mitigate the effect of the force majeure event on the performance of its obligations.
Market Disruption. If Party A reasonably believes that a market disruption has occurred, after Party A has provided Party B with a foreign exchange rate, in respect of all or any currency pairs affected by the market disruption, Party A may amend any foreign exchange rate, or any rate or margin component of any foreign exchange rate, with immediate effect, until Party A reasonably determines that the market disruption period has ended.
Foreign Exchange Rate Errors. Where a foreign currency conversion is executed at a foreign exchange rate that deviates obviously and materially from the market rate, you may not rely on such an obvious error. In such circumstances, Party A may declare the foreign currency conversion not binding, Party B will be required to refund to Party A any amount received under the foreign currency conversion, and Party A will reprocess the foreign currency conversion at the correct rate.
Payment of Fees. This clause does not limit or otherwise affect your obligation to pay any fees or other charges or amounts payable under these Terms.
General
Entire Agreement. These Terms and the Supplemental Documents constitute the entire agreement between the parties, and supersede and extinguish all prior written or oral agreements, representations, undertakings and declarations between the parties relating to their subject matter. Each party acknowledges that, in entering into these Terms, it has not relied on, and shall have no remedy in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms. The parties agree that no claim may be brought for innocent or negligent misrepresentation or negligent misstatement based on any representation in these Terms.
Complaints. If we make a mistake, or if you feel that we have not met your expectations in providing the services, please let us know. We have established internal procedures, in accordance with regulatory requirements, for the fair and prompt handling of complaints. You may request a copy of our complaints procedure.
Notices. All notices, requests and other communications required or permitted under these Terms shall be in writing, sent to the registered address of each party, and delivered by:
- registered or certified first-class mail;
- courier or overnight service, or personal delivery;
- email;
and shall be deemed received upon delivery. You agree and consent to receive our notices and other communications by email and other electronic means (such as through the LOLLIPOPS Portal).
Relationship. Except as expressly provided in these Terms or any Supplemental Terms, nothing in these Terms shall be construed as creating a partnership or joint venture between the parties, as constituting either party as the agent of the other, or as authorising either party to make or give any undertaking on behalf of, or for, the other party. Each party confirms that it is acting on its own behalf, and not for the benefit of any other person.
Assignment. You must not assign the whole or any part of these Terms without our prior written consent. Any attempted assignment shall be void and shall constitute a material breach of these Terms. We may assign the whole or any part of these Terms, or subcontract our obligations under these Terms, without your consent.
Waiver. No failure or delay by either party in exercising any right or remedy provided under these Terms or by law, and no single or partial exercise of such right or remedy, shall constitute a waiver of that right or of any other right or remedy, nor shall it prevent or restrict any further exercise of that right or of any other right or remedy.
Severability. If any provision of these Terms is held by any court of competent jurisdiction to be invalid, unenforceable or illegal, that provision shall be deemed deleted without affecting the remaining provisions. If any such provision would be valid, enforceable and legal if some part of it were amended or deleted, the provision shall apply with such minimum modification as is necessary to make it legal, valid and enforceable.
Non-Solicitation. During the term of these Terms and for one (1) year following termination, a party ("Party A") shall not solicit for services any employee of the other party ("Party B") with whom Party A has had any material dealings within the preceding eighteen (18) months. However, for the avoidance of doubt, this shall not apply where (i) Party A has obtained the prior written consent of Party B; or (ii) Party A, or any person acting on Party A's behalf, conducts a general recruitment activity that is not specifically targeted at any employee of Party B. This Article 24.8 survives termination of these Terms.
Third Party Rights. These Terms are made solely for the benefit of the parties, and the Contracts (Rights of Third Parties) Ordinance (Cap. 623) does not apply to these Terms. No person who is not a party to these Terms (whether or not named, referred to, or otherwise identified in these Terms, or falling within a class of persons so named, referred to, or otherwise identified) shall have any right to enforce these Terms or to enjoy the benefit of any term of these Terms under any Applicable Law (including the Contracts (Rights of Third Parties) Ordinance or otherwise). Neither party shall declare itself a trustee of any rights under these Terms for the benefit of any third party.
Order of Payment. Subject to any applicable law, we may determine the order in which transactions on your account are processed. For example, if Party B gives Party A one or more payment instructions without paying sufficient funds into the agency account, Party A may, at its discretion, apply any funds subsequently collected or received by Party A towards one or more of such payment instructions, unless Party A accepts other instructions from Party B.
Records. You agree that, save in the case of manifest error, our records of your use of the services and of transactions conducted through the LOLLIPOPS Portal shall be conclusive evidence of their contents.
Applicable Law. These Terms are governed by, and shall be construed in accordance with, the laws of Hong Kong. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination of this contract, or any dispute regarding non-contractual obligations arising out of or relating to this contract, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force at the time the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one, and the arbitration shall be conducted in English.
Counterparts. This Agreement may be executed in writing or electronically, and in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. If this Agreement is executed by you online, by clicking the "I Confirm" button or a similar button, registering, accessing or using the services (collectively, "indicating your consent"), you enter into a legally binding agreement with LOLLIPOPS and agree to be bound by the terms and rules set out in this Agreement. If, after you have indicated your consent, you and LOLLIPOPS agree to sign a paper original of this Agreement, the paper original of this Agreement shall also be valid and shall take effect retroactively from the date you first indicated your consent. If the online version of this Agreement is inconsistent with the paper form, the online version shall prevail.
Definitions and Interpretation
In these Terms, the following definitions apply:
"Action" means any action, claim, demand or proceeding relating to any loss, damage, cost, fine, expense or other liability of whatsoever nature (whether foreseeable or contingent, and whether or not relating to a third-party claim), including any action, claim, demand or proceeding relating to any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or other cause of action, howsoever suffered, arising or continuing.
"Supplemental Terms" means any additional terms of use applicable to your use of our website https://www.uuremit.com/ or other sources of services provided by LOLLIPOPS, including any specific terms applicable to the use of our services in a particular region.
"API Documentation" means the documentation and guides applicable to the LOLLIPOPS API on our website https://www.uuremit.com/ or other sources made available through LOLLIPOPS.
"Applicable Law" means all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant regulatory authority, applicable to the activities carried out or procured by either party under these Terms, including laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant regulatory authority relating to: (i) money service business; (ii) payment services; (iii) anti-money laundering, "Know Your Customer", counter-terrorist financing and sanctions requirements; (iv) data protection; (v) consumer protection; and (vi) any code of practice or guideline issued by any regulator that a reputable financial institution in Hong Kong must or customarily complies with.
"Authorised User" means any person designated by you for the purposes described in Article 7.1 (for example, any of your directors, officers, employees or professional advisers).
"Booking Confirmation" means LOLLIPOPS's response to and confirmation of the Client's request for a foreign currency exchange made through the LOLLIPOPS Portal.
Purchased Currency means the Supported Currency purchased by the Client from LOLLIPOPS through the LOLLIPOPS Portal, as part of a Client Request.
Business Day means any day on which banks in Hong Kong are generally open for business (excluding a Saturday, Sunday or public holiday in Hong Kong, or a day on which Typhoon Signal No. 8 or above, or the Black Rainstorm Warning Signal, is hoisted in Hong Kong) and/or a calendar day other than a Saturday, Sunday or public holiday on which the payment infrastructure of the jurisdiction of the account is open and banks are carrying out normal business activities.
Collection Services means the collection agency services relating to the collection by LOLLIPOPS of Supported Currencies, provided by LOLLIPOPS to you under these Terms.
Confidential Information means and includes all confidential information, whether oral or in writing: (i) obtained or received by one party from the other party relating to the business and affairs of that party; or (ii) generated in the performance of any obligation under these Terms.
Confidential Information does not include information which: (a) is already known to the receiving party prior to its receipt of the information from the disclosing party, and the disclosure of which is not subject to restriction; (b) is received from a third party who has lawfully obtained the information, and whose disclosure of it is not subject to restriction; (c) the disclosing party has approved in writing for disclosure free from the restrictions of these Terms; (d) is, other than as a result of a breach of these Terms, in the public domain; or (e) is independently developed without access to any Confidential Information disclosed by the disclosing party.
Confirmation means LOLLIPOPS's response to, and confirmation of, an instruction given by you to us for a Foreign Exchange Conversion, a Payment, or both.
Conversion Date means, in relation to a Foreign Exchange Conversion, the date on which the Purchased Funds are made available to the Client in cleared funds. The Conversion Date for any currency pair traded by the parties must be a Business Day in the countries of both parties (i.e. the countries in which each party carries on business).
Agency Account means a bank account opened in the name of LOLLIPOPS, into which you may remit funds in payment of any Foreign Exchange Conversion or Payment transaction.
Customer Data means information describing your business and its operations, your products or services, and the orders placed by your customers.
Client Margin means the amount specified as applicable to you in the LOLLIPOPS Portal, or such other percentage or amount as we may notify to you in writing from time to time.
Data means all Customer Data, Personal Data, Payment Data and LOLLIPOPS Data.
Data Subject means any natural person who can be identified, directly or indirectly, by an identifier such as a name, identification number, location data, or by reference to one or more factors specific to that natural person's physical, physiological, genetic, mental, economic, cultural or social identity.
Data Protection Regulations means the applicable privacy and data protection laws relating to the processing of Personal Data and the privacy of electronic communications, together with any applicable laws, regulations and subsidiary legislation of Hong Kong, as amended, replaced or updated from time to time.
In relation to any breach of contract, Direct Loss means the loss that a reasonable person, in the position of and with the knowledge of the defaulting party, would have known or ought reasonably to have known was likely to result from the breach: (i) at the time these Terms were entered into; or (ii) at the time the breach occurred. For the avoidance of doubt, the following losses do not constitute Direct Loss:
goodwill; business; profits; downtime; reputation; opportunity; or corruption of data or information; or loss of anticipated savings, even where the defaulting party knew or ought to have known that such loss or damage might occur.
Force Majeure Event means an event beyond the reasonable control of a party, including a black swan event, strike, lock-out or labour dispute (other than one involving the employees, agents or subcontractors of that party); interruption or failure of a utility service, including the internet, electricity, gas or water; riot, war, pandemic or terrorist attack; nuclear, chemical or biological contamination; extreme and abnormal weather conditions; the imposition of sanctions, embargoes or the severance of diplomatic relations; or any change in Applicable Law.
FX Benchmark Rate means the currency rate benchmark designated by us for a Foreign Exchange Conversion and the Conversion Date, having regard to the cost, interbank exchange rates and relevant market conditions provided by foreign exchange rate service providers.
Foreign Exchange Conversion means an agreement between the parties, through the LOLLIPOPS Portal, to sell or purchase one currency for another currency at an agreed exchange rate.
Foreign Exchange Conversion Services means the services relating to Foreign Exchange Conversions provided by LOLLIPOPS under these Terms.
FX Rate means the FX Benchmark Rate plus any other margin that may be applicable to Party B, including the Client Margin.
Global Account means the unique account ledger registered in your name, used to record the amount of funds collected by LOLLIPOPS on your behalf from payers as part of the Collection Services.
Group Company means, in relation to LOLLIPOPS or the ultimate holding company of LOLLIPOPS: (i) any entity which directly or indirectly holds more than fifty per cent (50%) of the voting rights or issued share capital of the other; or (ii) any entity which is able to ensure that the affairs and business of that entity are conducted in accordance with its wishes.
Hong Kong means the Hong Kong Special Administrative Region of the People's Republic of China.
Indirect Loss or Consequential Loss means any loss that does not constitute Direct Loss.
Insolvency Event means (i) any proceedings commenced for the winding-up or reorganisation of that party; (ii) any step taken or proceedings commenced for the appointment of a liquidator, receiver, administrative receiver or trustee in respect of that party or all or substantially all of its assets; (iii) the holder of any security over all or a substantial part of the assets of that party taking any step to enforce that security; (iv) all or a substantial part of the assets of that party being subject to attachment, seizure, execution or any similar process; (v) that party being unable to pay its debts as they fall due; (vi) that party entering into any composition or arrangement with its creditors or any class of creditors, including a company voluntary arrangement or a scheme of arrangement, or taking any step (whether by its board of directors or otherwise) towards entering into any such composition or arrangement with that party, including a company voluntary arrangement or a scheme of arrangement; or (vii) that party undergoing, under the laws of any jurisdiction, any process analogous to those described in (i) to (vi) above, or taking any step (whether by its board of directors or otherwise) in that regard, in each case other than for the sole purpose of a scheme for the solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party.
Intellectual Property Rights means (i) any patents, registered designs, design rights, trademarks, trade names and business names (including the goodwill attaching to any trademark or trade name and business name), copyright and related rights, moral rights, databases, domain names, rights in semiconductor and other topography rights and utility models, and rights related to any of the foregoing, including registrations and applications for, and renewals or extensions of, such rights, and any similar or equivalent rights or forms of protection anywhere in the world; (iii) trade secrets, confidential and other proprietary rights, including rights in know-how and other technical information.
Market Disruption means any action, event or circumstance which, in the sole discretion of LOLLIPOPS: (i) directly or indirectly hinders, restricts or constrains the ability of LOLLIPOPS or its Group Companies to determine a quote, to convert any currency into any other currency, or to transfer any amount to any other country or within the same country; (ii) results in any Purchased Currency being unable to be traded on the interbank foreign exchange market in accordance with normal commercial practice; or (iii) constitutes an abnormal fluctuation in prices in the foreign exchange market.
Merchant Service Platform or "MSP" means the user interface which the Client and its Authorised Users may use to access the LOLLIPOPS Portal and the Services.
Network Rules means the guidelines, operating regulations, rules, agreements and regulations prescribed from time to time by the financial service providers that operate the payment networks supported by LOLLIPOPS (including the VISA, MasterCard or American Express card scheme operating rules).
LOLLIPOPS API means the technical interface which sets out the protocols and specifications required to integrate the Client's technical systems with the LOLLIPOPS Portal, so as to enable Authorised Users to use the Services.
LOLLIPOPS Data means transaction details generated through the use of LOLLIPOPS's infrastructure, information used for fraud detection and analytics, aggregated or anonymised information relating to the Services, and any other information created by, or derived from, LOLLIPOPS or the Services.
LOLLIPOPS Portal means the proprietary technology and related products designed by LOLLIPOPS for the purpose of providing the Services to the Client (including access to the Global Account), including without limitation the products on the MSP and those provided through the LOLLIPOPS API.
LOLLIPOPS Account means the electronic information file which records the details of your business and is used to log in to and use the LOLLIPOPS Portal.
Payment means each payment made by LOLLIPOPS to a third-party payee on your behalf through the LOLLIPOPS Portal, as part of the Payment Services.
Payment Data means payment account details, information communicated to or by financial service providers, financial information specifically regulated under Applicable Law and Network Rules, and any other transaction information generated in the course of using our Services.
Payment Date means the date specified by you, in an instruction given to us through the LOLLIPOPS Portal, on which the Payment is to be transferred from LOLLIPOPS to the payee.
Payment Services means the payment agency services provided by LOLLIPOPS to you under these Terms, in respect of any payment made by LOLLIPOPS to a payee in a Supported Currency in accordance with the payment instructions provided by you.
Personal Data means information relating to an identified or identifiable living individual (as opposed to a corporation, legal entity or machine) which is collected, transmitted or accessed through the Services, together with any other meaning given to it under the Data Protection Regulations.
Regulatory Authority means any person or regulatory body involved in the making, administration, supervision of, or compliance with, Applicable Law, including any relevant Hong Kong regulatory authority and any authority succeeding to its functions.
Restricted Person means: (i) a person named on any Sanctions list, or owned or controlled by a person named on any Sanctions list; (ii) a person located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of, a country or territory that is the subject of country-wide or territory-wide Sanctions; or (iii) a person otherwise the target of Sanctions.
Sold Currency means the Supported Currency sold by the Client to LOLLIPOPS through the LOLLIPOPS Portal, as part of a Client Request.
Services means the services provided by LOLLIPOPS to the Client under these Terms, including the Collection Services, the Foreign Exchange Conversion Services and the Payment Services provided through the LOLLIPOPS Portal.
Service Fees means all fees applicable to the use of the respective Services.
Settlement Cut-off Date means the time and date by which cleared funds must be received by LOLLIPOPS under these Terms. This will generally be one Business Day before the relevant Payment Date for the Payment.
Source Currency means the Supported Currency specified by the Client in a Client Request for use in making a payment through the LOLLIPOPS Portal.
Spot Transaction means a transaction in which the parties sell or purchase one currency for another currency in real time at an agreed FX Rate, provided that settlement of the transaction shall take place on or before the Settlement Cut-off Date (which time may change according to market requirements, and LOLLIPOPS shall give the Client not less than 5 Business Days' notice of any such change).
Supported Currency means, in respect of each function of the Services, each currency approved by LOLLIPOPS from time to time as being capable of being collected, converted and/or paid through the LOLLIPOPS Portal using that function.
User Profile means, in respect of each Authorised User, the electronic information profile which records the details of that Authorised User, and by means of which the Authorised User may log in and use the LOLLIPOPS Portal on your behalf.
Unless the context otherwise requires:
- the singular includes the plural and vice versa;
- a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
where these Terms permit, a reference to a party shall include any successor, permitted assign or transferee. The word "person" shall be treated as including a body corporate, partnership or unincorporated association. A reference to a party indemnifying another person against any cost, claim or liability includes indemnifying that person against all liabilities, losses and costs, and (to the fullest extent, but only to the extent, permitted by Applicable Law) any civil or criminal penalty imposed by any relevant Regulatory Authority and any legal fees, costs and expenses reasonably incurred.
In this Agreement, where the context permits
a reference to a statutory provision includes a reference to
any order, regulation, statutory instrument or other subordinate legislation made under it, in force from time to time (whenever made); and
- any modification, amendment, consolidation, re-enactment or replacement of it, or any provision of which it is a modification, amendment, consolidation, re-enactment or replacement, except that any modification, amendment, consolidation, re-enactment or replacement made after the date of this Agreement shall be disregarded to the extent that it would increase the liability of any party to this Agreement;
- a reference to a clause, schedule or paragraph is, respectively, a reference to a clause of, or a schedule to, this Agreement or a paragraph of a schedule;
- a reference to the parties to this Agreement includes their respective successors, permitted assigns and personal representatives;
- a reference to any party to this Agreement which is comprised of more than one person includes each person constituting that party;
- a reference to one gender includes the other gender;
- a reference to a person includes a body corporate or unincorporated association;
- a reference to any professional firm or company includes any firm or company which effectively succeeds to the whole, or substantially the whole, of the practice or business of that firm or company;
- all warranties, representations, agreements and obligations expressed to be given or entered into by more than one person are given or entered into jointly and severally by the persons concerned;
- the index, headings and any explanatory notes are for reference only and do not affect the interpretation of this Agreement;
- in relation to any document, "agreed form" means the form agreed between the parties, solely for identification purposes, and initialled by or on behalf of the parties;
- all references to a document in the "agreed form" refer to a document in a form agreed by the parties and initialled by each of them for the purpose of identification;
- writing includes fax and email;
- an obligation on a person under this Agreement not to do something includes an obligation not to agree to, or allow, that thing to be done;
- where the context permits, "other" and "otherwise" are illustrative words and shall not limit the sense of the words preceding them;
save where the context otherwise requires, a reference to a time of day is a reference to Hong Kong time (Beijing time); and a reference to a day means the 24-hour period commencing from midnight of the preceding day.
IN WITNESS WHEREOF this Agreement has been duly executed.
