Terms of Service
SOVRAE Standard Terms
SOVRAE Standard Terms
These SOVRAE Standard Terms (these “Standard Terms”) set out the basis on which Services are provided to you or the Entity (as defined below) (collectively, the “Customer” or “you”) by DMUT PTE. LTD. (“SOVRAE”, “We” or “Us”) from time to time.
1. DEFINITIONS
1.1. In these Standard Terms, the following words and expressions shall, unless the context otherwise requires, have the following meanings:
“Affiliate” means, with respect to a person or an entity, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.
“Agreement” means the Engagement Letter (including all schedules and appendices thereunder), these Standard Terms together with the appendix(ces) attached hereto, any additional terms to these Standard Terms in relation to a particular Service (where applicable) and any other terms which are agreed in writing between you and SOVRAE relating to the provision of the Services.
“Applicable Laws and Regulations” means any law, ordinance, statute, regulation, order or regulatory requirement (including any rule, direction, guideline, policy, code of conduct, notice or restriction) of Hong Kong and of any other jurisdiction to which the Entity is subject and, where applicable, of any other relevant jurisdiction.
“Company” means any company or underlying entity in which the Trust has an interest as beneficial owner and to which SOVRAE provides Services.
“Confidential Information” means all information disclosed by a party or its Affiliates (“Disclosing party”) to the other party or its Affiliates (“Receiving party”), that relates to the business, affairs, products, developments, trade secrets, know how, personnel, customers and providers of the Disclosing party (or its Affiliates), that was disclosed by the Disclosing party in confidence or which by its nature ought to be regarded as confidential, together with all information derived from the foregoing. Confidential Information includes:
(a) the existence and terms of the Agreement; and
(b) all documents, data, information, maps and other materials that are disclosed by the Disclosing party to the Receiving party in fulfilling the provisions and intent of this Agreement
“Engagement Letter” means the letter of engagement sent by SOVRAE to you.
“Entity” means the Company or any body corporate, partnership, association or other person in respect of which Services are provided.
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.
“Instruction(s)” means any instructions, orders, requests, and/or directions given or purported to be given by you in connection with the Services in such manner(s) permitted by us.
“Service(s)” means the card, Trust or corporate service(s), including but not limited to custodian and Trust Services provided through a licensed trust corporation in Hong Kong, or any other services carried out or performed for or on behalf of, or in connection with (whether before or after its establishment) any Entity by and/or through SOVRAE.
“Service Provider” has the meaning defined in Clause 3.9.
“Standard Terms” means these standard terms and conditions of business as amended from time to time.
“Trust” means any and all trust created or to be created between you and SOVRAE (or the Service Provider(s) engaged by SOVRAE, as applicable).
1.2. In these Standard Terms, the following rules of construction apply:
(a) headings are for ease of reference only and shall not affect the construction or interpretation of these Standard Terms;
(b) clause, appendix and paragraph headings shall not affect the interpretation of these Agreement;
(c) unless the context requires otherwise, expression denoting one gender shall include all other genders and singular shall include the plural and vice versa;
(d) reference to a “person” shall include any individual, company, partnership or trust;
(e) reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; and
(f) reference to statutes, ordinances, rules or regulations shall be construed as references to those statutes, ordinances, rules or regulations as amended or re-enacted from time to time.
Company Information
1.3. DMUT PTE. LTD. is a company incorporated under the laws of Singapore with business registration number 202518924R, and having its principal place of business at 152 ANG MO KIO AVENUE 5, #02-3016, YIO CHU KANG GROVE, SINGAPORE 560152.
2. APPLICATION
2.1. Unless accepted earlier, these Standard Terms will apply to the Services and become binding upon you when we commence provision of such Services.
Future Engagements
2.2. These Standard Terms will also apply to any future engagement between you and us, and your new and continued use of our Services will constitute acknowledgement and acceptance of these Standard Terms as amended from time to time.
Conflicting Terms
2.3. In the event of any conflict between the provisions of these Standard Terms and any other Agreements in relation to the Services, including, for the avoidance of doubt, the Engagement Letter, any additional terms to these Standard Terms, any trust instrument in relation to a Trust, the provisions in such an Agreement shall prevail over these Standard Terms.
Review of the Agreement and these Standard Terms
2.4. We may from time to time vary or amend any part of the Agreement (including these Standard Terms), including during the provision of any Services, without your prior consent. You shall be bound by any variation or amendment to the Agreement (including these Standard Terms) as and when notice of such changes or a copy of the revised Agreement (and/or these Standard Terms) (or relevant part thereof) has been provided to you via any reasonable mode of written communication, which may include, without limitation, email notification, publication on our website or by post.
2.5. You should stop using our Services if you do not agree to these changes. If you do not terminate the use of the relevant Services prior to the effective date of a variation, you will be deemed to agree and be bound by the variation and that you have accepted the proposed changes.
2.6. Subject to Clauses 2.4 and 2.5, we reserve the right to (a) modify the scope of Services; and (b) introduce new Services through additional and/or revised Appendices to be incorporated into the Agreement, which upon such incorporation shall become part of the Service.
Appendix(ces)
2.7. These Standard Terms, together with the appendix(ces) attached hereto (as may be amended from time to time) (the “Appendices”) shall constitute one integrated agreement and shall be interpreted as a single instrument. Notwithstanding the foregoing, certain Services may be subject to supplemental terms and conditions, which shall operate in addition to, and not in derogation of, the terms contained in the Appendices as may be amended from time to time.
2.8. If there is an inconsistency between any of the provisions in these Standard Terms and each of the Appendices, the provisions in the Appendices shall prevail to the extent of the inconsistency.
3. PROVISION OF SERVICES
3.1. We will provide the Services subject to the terms and conditions contained in these Standard Terms and the Agreement.
Conditions Precedent
3.2. Our provision of the Services is conditional upon us receiving:
(a) sufficient funds from you or the Entity to enable us to provide the Services and to be remunerated for the provision of the Services as contemplated in these Standard Terms and the Agreement; and
(b) such satisfactory professional, bank, or other references, proof of client identification and address and evidence of the source of funds or such other information as we shall in our sole discretion require to comply with our client acceptance measures and statutory due diligence obligations. You acknowledge that we are required to request, obtain, verify and continually monitor such information in order to comply with such measures and statutory obligations.
Due Diligence
3.3 You acknowledge that the initial and ongoing approval from the Service Providers, and our willingness to make the Services available to you, is dependent on your satisfactory financial condition and your compliance with our due diligence requirements.
Scope of Services
3.4. The scope of the Services is limited to the work agreed between you and us. Any work subsequently undertaken outside the agreed scope will be agreed with you from time to time.
Limitations of Services
3.5. Under the terms of our engagement, you acknowledge and agree that we do not provide legal, financial, taxation, investment or other professional advice and have not and should not be understood to have provided any such advice with regard to the establishment, conduct and purpose of the Trust. You and each connected person have been advised to seek such professional advice as appropriate. If requested, we can introduce preferred partners to you for consideration.
The Instructions
3.6. You hereby authorise us to act on the Instructions provided by you in connection with the Services, which we believe, in good faith, to be genuine, and we shall be fully protected in acting upon any such Instructions.
3.7. We have the right to accept or refuse any Instruction without giving any reason or giving any notification in advance or afterwards. We are entitled to act in accordance with our regular business practice and procedure and will only accept Instructions insofar as it is (in our reasonable opinion) practicable and reasonable to do so.
3.8. An Instruction (or a part of it) may not be executed. We may, at our discretion without giving any reason or notification in advance or afterwards, cancel any Instruction (or any part of it) that has not yet been fully executed if, in our reasonable opinion, there are grounds for partial execution and/or cancellation.
3.9. Whereas Instructions are given or purported to be given by you, we are entitled to rely on such Instructions given or purported to be given by you without further enquiry as to genuineness, accuracy and authenticity of such Instructions, or the authority or identity of such person giving or purporting to give such Instructions.
3.10. We shall not be responsible for any losses and expenses which may be incurred by you as a result of errors, omissions or interpretations in the transmission or any Instruction. We have the absolute discretion to refuse (without owing any obligation to you) to execute any of your Instructions without providing any explanation.
3.11. We owe no obligation or duty to you to cancel, vary or amend any Instruction we receive from you upon your request. We shall not be liable for any losses or expenses incurred by you for failing to cancel, vary or amend any Instruction.
3.12. You shall exercise your own independent judgment in entering into these Standard Terms and this Agreement and in the use of the Services. We are not responsible to advise you on your Instructions and the use of the Services. You shall seek your own professional advice before entering into these Standard Terms, the Agreement and providing the Instructions, if you deem necessary.
Time Scale
3.13. We will use reasonable commercial efforts to carry out our obligations in accordance with the time agreed.
Changes to Services
3.14. Either we or you may request changes to the Services to be provided or changes to any other aspect of these Standard Terms but no such changes shall take effect unless agreed in writing. Both you and we agree to work together to enable both parties to assess the impact of any requested changes on the cost, timing or any other aspect of the Services.
Not Obliged to Act
3.15. You acknowledge and agree that we or any of our Service Providers shall not be obliged to act in any manner which may:
(a) be ultra vires;
(b) conflict with any of the provisions of any trust instrument, memorandum and articles of association or equivalent incorporation and regulatory instruments of the Entity;
(c) conflict with any Applicable Laws and Regulations;
(d) expose us to any corporate or personal liability of a civil or criminal nature, risk of prosecution in any jurisdiction or jeopardize any license that we hold; and
(e) preclude the disclosure of information under due process of law in any jurisdiction.
Delegation
3.16. We shall be entitled, in the discharge of the Services, to delegate the performance of any or all aspects of the Services to any person or agent in such manner as we see fit.
Third Party Service Provider
3.17. We shall also be entitled to engage the services of lawyers, accountants, other professional advisers or agents of any kind (the “Service Providers”) at the expense of you or the Entity if and to the extent to which these are deemed appropriate or required by us in connection with the performance of the Services, without prior notice and/or express consent to you. We undertake to exercise due diligence and care in the selection of such Service Providers, however, we shall not be responsible for any actions, omissions, negligence, or default of any such Service Provider and you agree to assume full risk in relation to such Service Provider’s performance. You shall be responsible for the actions or omissions of the Service Providers.
3.18. You agree and acknowledge to observe and comply with the terms and obligations imposed by the Service Providers on you (if any).
4. INFORMATION
Reliance on Information
4.1. Our work will be based solely on and dependent upon the information and documentation provided by you or on your behalf, the circumstances made known to us and the assumptions set out in our correspondence. You are responsible for ensuring that such information and documentation is, and remains, true, complete and accurate in all respects and is not misleading. Unless we agree otherwise, we will not verify the accuracy or completeness of such information or documentation. We shall be entitled to rely on such information and documentation until we receive written notice from you of any changes thereto and, we shall not be liable for any loss or damage arising from any inaccuracy or other defect in any information or documentation supplied by you or on your behalf.
Change in Information
4.2. We rely on you to bring to our attention immediately upon the occurrence of any changes in the information as originally presented as it may impact on our advice and provision of the Services. We shall not be responsible for any consequences which may arise from a delay or failure by you or any other person in giving us the information or documentation which we require.
5. FEES AND PAYMENT
Calculation of Fees
5.1. You and/or the Entity shall be liable to pay all fees to us for the Services in accordance with:
(a) such scale, rate and/or terms as has/have been agreed between you and us; and
(b) in the absence of such agreement, our standard scale of fees as amended and notified to you from time to time.
Time Base
5.2. Where no fixed fee has been agreed or fees for a particular matter are not covered by the Agreement, our fees will reflect time spent and such other factors as complexity, monetary values involved, specialist input required and the urgency and inherent risks of the matter.
Fee Estimates
5.3. Any fee estimate given by us, whether for planning or other purposes, will be given in good faith but will be subject to the stated caveats and assumptions and to any factors outside our control and is not contractually binding. We will notify you if it reasonably becomes apparent that the estimate is likely to be materially exceeded.
Disbursements and other Expenses
5.4. You are responsible for payment of any or all costs, charges, and all applicable levies, stamp duties, bank charges, account transfer fees, interests and other incidental costs and expenses arising from the operation of any of your Instructions given to us and from your use of the Services. All fees are exclusive of disbursements and out-of-pocket expenses. We will invoice you (at actual cost) for disbursements and out-of-pocket expenses incurred on behalf of you or the Entity in connection with the Services, including but not limited to:
(a) government fees, expert fees, other adviser fees, filing and registrar fees, stamp duty and/or other relevant disbursements; and
(b) postage, courier services, long distance telephone calls, facsimile, photocopying and printing, travelling expenses, subsistence and other miscellaneous general office expenses and/or other relevant charges.
5.5. The Service Providers may require you to make payments directly to them for the Services they provide. We disclaim all responsibilities for any disputes arising between you and the Service Providers regarding such payments, including but not limited to (i) how such payment was calculated; or (ii) the amount, timing, or method of such payment
Third Parties
5.6. Any associated or affiliated company of us or any Service Provider who may provide services to the Entity, whether as banker, broker, investment adviser, registrar and transfer agent, custodian, manager or otherwise shall be entitled to be paid by you or on behalf of the Entity their normal charges for so acting and retain any brokerage or commission received in respect of any transaction to which the Entity is a party.
Payment of Invoices
5.7. We will render our invoices for our fees and disbursement, usually on a yearly basis payable in advance, unless otherwise set out in any agreement between you and us. All invoices will be due immediately upon presentation of an invoice. We reserve the right to suspend provision of the Services and to charge a commercial rate of interest on accounts that are overdue by more than thirty (30) days. We shall also be entitled to recover from you or the Entity our reasonable costs (including but not limited to legal costs and disbursements on a full indemnity basis) in collecting any outstanding amounts from you.
Payment Currency
5.8. Payment shall be made in the currency designated in the invoice without deduction for bank charges or otherwise by way of set-off or counterclaim. If payment is made in a currency different from the currency stated in the invoice, then we shall not be liable for any shortfall in payment resulting from foreign exchange rate differences, which shortfall must be settled without delay following advice of the amount.
Commissions and Referrals
5.9. Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you in connection with our provision of the Service. You consent to us retaining such commissions or other benefits (whether direct or indirect), without being liable to account to you for any such amounts.
Overdue amount
5.10. You and the Entity acknowledge that we may, at our absolute discretion, engage debt collection agencies or implement other methods to collect all amounts due and payable by you and by the Entity in the event that any amount due and payable remains unpaid without the express written consent of us. You and the Entity hereby agree to indemnify and shall keep us indemnified from and against all costs and expenses, including any legal and debt collection agency costs (which shall also include any costs and expenses so incurred by any debt collection agency) and against all losses and damages incurred by or on behalf of us in connection with any legal proceedings taken by or on behalf of us.
Payment Terms
5.11. To the extent permitted by the Trust instruments and applicable law in such jurisdiction where the trust assets are held, we (or any Service Provider(s) engaged for the Trust's services, as applicable) reserve the right to be remunerated or reimbursed out of the assets of the Trust without your prior consent.
6. TERM AND TERMINATION
Commencement
6.1. This Agreement shall commence from the date of acceptance (as specified in the Engagement Letter), or the date on which the Services commenced, whichever is earlier.
Termination without Cause
6.2. Subject to the provisions of any Trust instruments that apply to the Services, either party may terminate the Agreement or any Service by giving to the other party not less than thirty (30) days’ written notice to terminate. Unless otherwise determined and agreed by both parties, the termination of the Services will be effective thirty (30) days after the other party confirms the receipt of the written notice of termination (“Termination Date”).
Termination with Cause
6.3. We reserve the right to terminate the Agreement or any Service immediately upon written notice to you in the event of the following which constitutes an event of default (“Event of Default”):
(a) your failure to pay any amount due under the Agreement or as otherwise agreed on the due date for payment and remains in default for more than thirty (30) days after being notified in writing to make such payment;
(b) circumstances surrounding the operation and/or ownership of the Entity which in our sole opinion render the continued provision of the Services impracticable, unlawful or undesirable, including any breach or potential breach by the Entity of any regulation or law;
(c) if you commit a material breach of the Agreement (including these Standard Terms) and, if such a breach is capable of remedy, and you fail to remedy that breach within thirty (30) days of you being notified in writing of the breach;
(d) your failure, upon request from us, to provide to us (within the timeframe specified by us) such information or documentation as we shall in our sole discretion consider we require to comply with all Applicable Laws and Regulations including in particular but not limited to documents or information that we require in order to fulfill our obligations under applicable anti-money laundering and counter terrorist financing laws and regulations;
(e) any representation or undertaking made by you pursuant to the Agreement is incorrect or misleading in any material respect as at the time made;
(f) you:
(i) are dissolved, insolvent, or under any procedure (including service of a statutory demand) in connection with the bankruptcy, official management, insolvency, winding-up, suspension or other similar proceedings affecting creditors’ rights;
(ii) become subject to the appointment of an administrator or other similar official for you or for all or substantially all your assets; or
(iii) have a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all your assets;
(g) a court order or judgment is levied, enforced, or executed against any of your account(s) and assets;
(h) there has been a material adverse change in your financial condition or any other event, in our opinion, affecting you or your ability to perform your obligations under the Agreement and/or the Services (whether as a result of a deterioration in your creditworthiness, or otherwise; or
(i) if we discover that you have withheld information or documentation from us which is vital in the provision of the Services or if any of the information or documentation or covenants, warranties or undertakings given by you is found to be false or misleading in any way.
6.4. The occurrence at any time with respect to you or us of any of the following events constitutes a termination event (“Termination Event”).
(a) Illegality. Due to any change in the Applicable Laws subsequent to the date on which the Agreement is executed, it becomes unlawful under the Applicable Laws and Regulations for either party to perform any obligations, make or receive payments, or provide or use any Services under the Agreement, or to comply with any other material terms hereunder.
(b) Breach. You commit multiple breaches of your obligations under the Agreement that may be immaterial if considered individually but are material in aggregate.
(c) Force majeure. We exercise our right in accordance with Clauses 6.8 and 6.9 of these Standard Terms following the occurrence of a Force Majeure Event (as defined below).
6.5. If at any time, an Event of Default, or a Termination Event has occurred and is then continuing, we shall have the right to suspend or early terminate all or any part of the Services on a date determined by us (“Suspension Date” and “Early Termination Date” as applicable).
6.6. Where we exercise a right of termination pursuant to the Agreement, we will give you a notice of termination where possible by any channel stated at Clause 11, either before the termination or immediately thereafter.
Suspension
6.7. Where we exercise a right of suspension pursuant to the Agreement, we may, in our sole and absolute discretion, give you notice of suspension where possible and the reasons for such suspension, either before the suspension is put in place or immediately thereafter. We shall use our commercial reasonable endeavours to remove the suspension as soon as practicable after the reasons for the suspension have ceased to exist.
Effects of Termination
6.8. Upon termination of the Agreement or any Service, our obligations to provide all, or any part (where termination is in relation to a particular Service), of the Services shall cease. You undertake to assist us to give effect to such cessation by securing the appointment of a successor trustee or another service provider (as the circumstances may require). If a successor trustee or another service provider (as the case may be) is not found within one (1) month of us giving you such notice, we may at our discretion take whatever steps necessary to transfer or wind up the Entity (or any part of it) and you shall indemnify and keep us indemnified from liability for any loss, costs, damages, expenses or other adverse consequences arising (whether to you, the settlor, beneficiaries, the Entity or any third party) as a result of such action.
6.9. Termination shall be without prejudice to any rights or liabilities of the parties accrued prior to the effective date of termination.
Lien and Payment on Termination
6.10. You agree that we shall be entitled to recover all fees and disbursements chargeable for work done (including any fees and disbursements incurred in transferring the matter and our files to another service provider of your choice). We reserve the right to retain all documents and records in our possession until all outstanding fees and disbursements are paid in full.
6.11. You shall immediately indemnify us upon demand for and against all reasonable expenses, including legal fees and any stamp duty, incurred by us, including but not limited to those incurred on or after the Suspension Date, Early Termination Date or the Termination Date (as applicable), by reason of the suspension or termination set out in the Agreement.
6.12. If we or you decide to cease using our Services for any reasons (including non-satisfaction of our internal compliance and due diligence checks) prior to the completion of setting up the Trust, any paid-up fee shall not be refundable.
Force Majeure
6.13. Neither party will be liable for any default or delay in the performance of its obligations if and to the extent such default or delay is caused by a Force Majeure Event (defined below).
6.14. A “Force Majeure Event” means there occurs any natural or human disaster, armed conflict, terrorism, riot, insurrection, outbreak of epidemic, strike or work stoppage, failure or material failure of electronic trading or clearing system, or other event of a similar nature, which is beyond control of a party, and is not reasonably foreseeable before entering of the Agreement, and upon its occurrence, cannot be reasonably avoided nor reasonable overcome, as a result of which, it is impossible or impracticable for either party to perform any obligations, make or receive payments, or provide or use any Services under the Agreement, or to comply with any other material terms hereunder.
7. CONFIDENTIALITY
7.1. Except as otherwise specified in the Agreement, each party must treat the other party's Confidential Information as confidential and in accordance with this Clause.
7.2. We will keep all information we receive in respect of the Services in accordance with our usual procedure. Unless we have your consent, we will not disclose such information to any other person except where:
(a) the information is disclosed to our insurers, accountants, auditors, legal or other advisors;
(b) we are under the obligation to do so by any Applicable Laws and Regulations, court of competent jurisdiction, administrative order, or regulatory requirement (including with respect to conformity with tax directives (e.g. FATCA and CRS), TIEA protocols, or similar initiatives);
(c) the information is disclosed to any third party for the purpose of providing the Services to you or the Entity;
(d) the information is independently developed by or in the lawful possession of the Receiving party before receipt from the Disclosing party, which can be evidenced by written evidence before the time of disclosure; or
(e) the information is or becomes (through no act or omission of us), generally available to the public.
7.3. Each party shall hold the other party's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other party's Confidential Information other than to the extent necessary for the implementation or performance of the Agreement.
7.4. The Receiving party will protect and safeguard Confidential Information received from the Disclosing party, using the same degree of care (and at a level not lower than a reasonable degree of care) in relation to such received Confidential Information as it uses to avoid unauthorised disclosure of its own Confidential Information.
7.5. We shall not be liable for any loss or damage where we disclose or withhold information in accordance with the Agreement.
8. LIABILITY AND INDEMNITY
Reasonable Skill and Care
8.1. We will use reasonable skill and care in the provision of the Services and the preparation of any deliverables.
Exclusion of Implied Warranties
8.2. To the extent permitted by law, we exclude all warranties, conditions or terms, other than those expressly set out in these Standard Terms and the Agreement, including, but not limited to, all warranties, conditions or terms implied in fact or by law.
Limitation of Liability
8.3. Where we are not entitled to exclude a warranty, condition or term implied in fact or by law, and to the extent permitted by law, our liability for breach of any such warranty, condition or term is limited to:
(a) in the case of the Services, payment of the fees actually received by us from you for the Services under the Agreement; or
(b) In the case of documentary deliverables or materials, at our option, either the resupply of the deliverables or materials or payment of the cost of having the deliverables or materials resupplied.
8.4. Except as expressly provided in the Agreement, you are responsible for results obtained from your use of the Services, and for conclusions drawn from such use. You hereby agree that your use of the Services is at your sole risk and responsibility.
8.5. Neither we nor any of our Affiliates will be liable, whether in contract, tort (including negligence) or otherwise, for any indirect or consequential losses, loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, and loss of damage to goodwill incurred to you.
Maximum Aggregate Liability
8.6. In all instances, other than as set out in Clause 8.3 the total of our aggregate liability to you for loss or damage (including indirect and consequential loss or damage) caused by, or resulting from, or in relation to, the Services, including whether arising from breach of contract, negligence, or any other tort, in equity or otherwise, and whether we were advised of the possibility of such loss or damage, is limited to the fees actually paid to us by you for the portion of the services or work products giving rise to the liability.
Exclusion of other Liability
8.7. The remedies available and the liability we accept under this Clause 8 are, to the extent permissible by law, the only remedies and the absolute limit of our liability arising under or in connection with these Standard Terms and the Agreement. To the maximum extent permissible by law, all other liability is expressly excluded in particular, but without limitation, and subject to any valid liability under Clauses 8.3 and 8.4, liability for failure to realize anticipated savings or benefits.
Contributory Negligence
8.8. You agree that if you make any claim against us for loss or damage as a result of a breach of these Standard Terms and the Agreement, and that loss or damage is contributed to by your own actions, then liability for your loss or damage will be apportioned as is appropriate having regard to the respective responsibility for the loss or damage, and the amount you may recover from us will be reduced by the extent of your contribution to that loss or damage.
Indemnity
8.9. Notwithstanding the foregoing provisions of this Clause 8, you will indemnify and keep us indemnified from and against all costs, expenses, claims, demands and liabilities for which we may become liable and against all actions, suits, proceedings, claims or demands of any nature whatsoever which may be taken or made against us or which we may incur or which may arise directly or indirectly by reason of the provision of the Services or anything done or omitted to be done in relation thereto including counsel fees and expenses in connection with the investigation of, preparation for, or defense of any pending or threatened claim or action or proceedings arising therefrom. Furthermore, you shall, if so requested, execute such further indemnity or indemnities from time to time indemnifying us or any of the Service Providers, group companies and/or co-operative partners of us to the full extent of and against all matters set out in the Agreement (including but not limited to these Standard Terms). The provision of this indemnification clause will not apply if it has been finally determined that we were grossly negligent or acted willfully or fraudulently.
9. WARRANTIES AND UNDERTAKING
9.1. You hereby represent, warrant and undertake to us on a continuing basis that:
(a) all information and documentation supplied by or on behalf of or with the knowledge of you to us in connection with the Services and the Entity (whether before or after the date of the Agreement) is, and remains, true, complete and accurate in all respects and discloses a fair and true picture of the facts to which it relates;
(b) you have the authority and capacity to enter into the Agreement (including but not limited to these Standard Terms) and that the performance of and obligations under the Agreement (including but not limited to these Standard Terms) will not contravene any Applicable Laws and Regulations;
(c) you will provide in a timely fashion all information and documentation promptly upon request;
(d) you will notify us immediately upon the occurrence of any material change in the information supplied in connection with the Agreement;
(e) you and the Entity will not be engaged or involved directly or indirectly in any unlawful activity, be used for any unlawful purpose or conduct in any manner contrary to any Applicable Laws and Regulations;
(f) you will keep us adequately informed as to all the businesses to be transacted in the name or on the account of the Entity (or any part of it) and in consideration of our undertaking to provide the Services, you covenant not to take any action with regard to the Entity nor enter into any contract on its behalf without our prior consent;
(g) there is no outstanding litigation, arbitrated matter or other dispute to which you or the Entity may, if decided unfavourably to such party, reasonably be expected to have a material adverse effect on its ability to fulfil its obligations under the Agreement;
(h) all relevant consents (including those from the government) that are required to have been obtained by it with respect to the Agreement have been obtained and are in full force and effect, and all conditions of any such consents have been complied with; and
(i) all appropriate legal, tax, investment and relevant advice has been taken in relation to the Services and to the establishment, use and on-going conduct of the Entity. We shall not be liable for, nor accept any responsibility for, the consequences of such advice or the lack of such advice.
9.2. Where you propose to introduce cash and/or assets to the Entity, you further represent, warrant and undertake to us that:
(a) you are the sole beneficial owner (unless otherwise disclosed to and agreed by us in writing) of the cash and/or assets so introduced, and that;
(i) you are not insolvent and have never been declared bankrupt;
(ii) the cash and/or assets are free from any encumbrances or restraints imposed by any court or any third party;
(iii) following any transfer of any such cash and/or assets, you shall not be rendered insolvent;
(iv) it is your intention to remain solvent and be able to settle all reasonable anticipated debts as and when they fall due; and
(v) if requested, you will provide a certificate of solvency;
(b) the cash and/or assets so introduced (whether now or in the future) have been or will be legally and lawfully introduced and were not and will not be derived from or otherwise connected with any illegal or unlawful activity and that they are not determined, considered or alleged to be the proceeds of any crime including money laundering;
(c) you have never been a defendant to any legal or administrative proceedings in which it has been alleged that you were dishonest or in breach of any laws, regulations or rules (made by whatever authority) in relation to dealings in real property, securities of any description or investment of any kind;
(d) there is no pending or threatened claims against you with regard to the cash and/or assets so introduced (whether now or in the future) and that you are not aware of any grounds or basis upon which any such claim could be made and you are not under investigation or involved in any legal or other proceedings inconsistent with any matter set out in these Standard Terms;
(e) you will ensure that the Company(ies) are kept in sufficient funds to honor liabilities as and when they fall due;
(f) you will not alienate, assign, sell, pledge or otherwise dispose of any of your interest in the Entity without prior written notice to us in that regard;
(g) if you are required by any lawful authority to determine the source of funds and/or assets, you will provide us with any necessary information or explanation to establish that the said source of funds is from a lawful activity, and that the cash and/or assets are free from any encumbrances or restraint imposed by any court or any third party. You are aware that unless specifically authorised by you or required by the laws of the jurisdiction or by an order of a court of competent jurisdiction, your name will not be disclosed to such lawful authority; and
(h) where we are required, at your request, to arrange for the transfer of monies or securities on your behalf by facsimile transmission or unauthenticated or uncoded electronic transmission, you accept that any such transactions are undertaken at your risk and you hold us harmless in respect of any losses, actions, suits, costs, claims or demands, however or whenever arising from such transactions. You further agree to hold us harmless with respect to any steps that we take or decline to take pursuant to any instructions sent by facsimile transmission or unauthenticated or uncoded electronic transmission, and to confirm such instructions in writing if so requested. You further understand that we reserve the right to refuse to accept any instructions transmitted by facsimile or unauthenticated or uncoded electronic transmission.
9.3. We make NO representations or warranties, whether express or implied, to you under the Agreement, and we EXCLUDE all conditions, terms, representations and warranties regarding any matters, any information provided, any results to be derived from the provision of the Services, any implied warranty of merchantability or fitness for a particular purpose, any warranty of non-infringement, any warranty regarding correctness, quality, accuracy, reliability, security, performance, completeness, timeliness or continued availability in connection with the Services or any portion thereof, except (in each case):
(a) as expressly provided in this Agreement; or
(b) to the extent that such conditions, terms, representations or warranties may not be excluded under Applicable Laws and Regulations.
10. DOCUMENTS
Ownership of Documents
10.1. Files, correspondence, emails and documents (including our working papers), created during the provision of the Services, belong to us and will remain under our power and control. It is not our practice to release or grant access to such papers other than in the context of due diligence investigations where we have received letters, in a form suitable to us, releasing us from liability. Documents coming into our possession or created when we act as your agent belong to you and may be returned on request. We reserve the right to retain a copy of all such documents released to you.
Intellectual Property
10.2. You acknowledge and agree that we own all intellectual property rights in relation to the respective Services. Except as expressly stated in the Agreement, the Agreement does not grant you any rights to, under or in any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services. Intellectual property rights in all documentation, systems, materials, methodologies and processes utilized in providing the Services or created in the course of provision of the Services or incorporated documents provided to you shall remain and be vested in us.
10.3. Except as expressly specified in the Agreement, nothing in the Agreement will transfer, assign, license or otherwise grant either party any right or interest in the other party's intellectual property rights.
11. NOTICES AND COMMUNICATIONS
11.1. We are entitled to prescribe, from time to time, the form of notice (whether written or any other form), if any and if applicable, and the mode of communication with respect to each type of Services.
11.2. Communications delivered to you, sent by post, internet, e-mail, mobile message or message/notification on our website will be deemed to have been delivered to you:
(a) (where delivered personally) at the time of personal delivery or on leaving it at the address you last registered with us;
(b) (where sent by post) 48 hours after posting if such address is in Hong Kong and 7 days after posting if such address is outside Hong Kong; and
(c) (where sent by internet, e-mail, mobile message or message/notification on our website) on the date of dispatch or transmission to the e-mail address or mobile phone number last registered with us.
11.3. Unless we prescribe another form of notice or mode of communication, all communications set by you to us must be made:
(a) in writing in English or in any other language used in the Agreement from time to time; and
(b) to our designated address(es) shown on our website (whether physical or electronic).
12. GENERAL
Entire Agreement
12.1. These Standard Terms and the Agreement form the entire agreement between you and us relating to the Services. It replaces and supersedes any previous proposals, correspondence, understandings, or other communications whether written or oral.
Assignment
12.2. Neither party may, nor shall have the power to, assign or otherwise deal with its rights or obligations under these Standard Terms and the Agreement without the prior written consent of the other party, except that we may without consent, assign or novate these Standard Terms and the Agreement to a successor or transferee of that part of our business to which these Standard Terms and the Agreement relate.
Third Party Rights
12.3 Any person or entity who is not a party to these Standard Terms and the Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce or to enjoy the benefit of any terms of these Standard Terms and the Agreement.
Joint and Several Liability
12.4. Where a client questionnaire or form in relation to these Standard Terms and the Agreement is signed by more than one person, each person shall be jointly and severally liable for any and all liabilities incurred by any of them in connection with these Standard Terms and the Agreement. References to you shall be construed, as the context requires, to any one of you and each of you hereby appoint the other to act as your agent to exercise full power and authority in connection with the Services on your behalf.
Severability
12.5. In the event that any clause or part of any clause in these Standard Terms and the Agreement is found by any court of competent jurisdiction to be void or otherwise invalid or unenforceable for whatever reason, then these Standard Terms and the Agreement shall be read as if the offending clause or part thereof had been deleted leaving the remainder thereof in full force and effect.
Personal Data Privacy Policy
12.6. We shall collect, process, store, disclose, use and share any personal data (having the meaning given in the Personal Data (Privacy) Ordinance (Cap. 486), referred herein as the “Personal Data”) provided by you in accordance with our Privacy Policy and Personal Data (Privacy) Ordinance (Cap. 486). You or the Entity warrants and acknowledges that its provision of Personal Data to us is with the consent of the data subject and in compliance with the Personal Data (Privacy) Ordinance (Cap. 486).
12.7. You acknowledge and agree that you shall comply with the terms in the Privacy Policy, Personal Data (Privacy) Ordinance (Cap. 486) and all other applicable laws, rules and regulations governing the processing of Personal Data in Hong Kong.
12.8. You acknowledge and expressly agree that we may disclose, transfer, or otherwise share your Personal Data with the Service Providers strictly for the purpose of delivering and the provision of the Services, in accordance with and subject to the provisions of this Agreement and the Privacy Policy.
12.9. You consent that we (and the Service Providers) may disclose or transfer, whether outside of Hong Kong or not, any of your Personal Data in connection with the provision of the Services, or for the purpose of conducting any know-your-customer (KYC) or onboarding checks by the Service Providers and/or third-party KYC vendors which are engaged by us to support the KYC component and check for the Services provided by us.
Waiver
12.10. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.11. To the fullest extent permitted by law, each party agrees that any dispute arising out of or in connection with the Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action.
13. GOVERNING LAW AND JURISDICTION
13.1. These Standard Terms and the Agreement shall be governed by and construed in accordance with the laws of Hong Kong and [you hereby irrevocably submit to and accept unconditionally the exclusive jurisdiction of the courts of Hong Kong.]
14. LANGUAGE
14.1. In case of any inconsistencies between the English version and the Chinese version of these Standard Terms, or other document or notice provided by us to you in connection with these Standard Terms, the English version shall prevail.
Appendix 1
TERMS FOR THE SOVRAE CARDS
1. INTRODUCTION
1.1 These Terms (“Terms”) are supplementary to these Standard Terms and must be read together with these Standard Terms.
1.2 These Terms, together with the Agreement (including these Standard Terms), govern the use by you (‘Customer’ or ‘you’) of the following services (collectively “Services”), the transactions and any other dealings conducted by you using the Cards (as defined below):
(a) “Cards”: You may request us to issue in your name (1) a physical card (“Physical Card”)[, and/or (2) digital wallet card available via [app.sovrae.io] (“Virtual Card”),] (collectively, “Card”, “Cards”).
(b) “Management”: You can collect, review and approve receipts and expense information relating to any or all the Card Transactions via [app.sovrae.io] (defined below).
(c) “Payment”: You can collect, approve and pay for the transactions and/or expenses on [app.sovrae.io], and for the transactions of third-party vendors or merchants.
1.3 These Terms are incorporated into and form part of these Standard Terms as if set out in full in these Standard Terms. Unless otherwise defined in these Terms, all capitalised terms have the meanings given in these Standard Terms.
1.4 The Cards are issued by either [DCS, Interlace, or Fiat24] (“Card Service Providers”).
1.5 You may request that a Card be issued to you in accordance with Paragraph 2 of the Terms. If we and the Card Service Providers agree to your request, these terms and conditions in these Terms shall apply to the use of any of the Cards issued to you. Other terms and conditions imposed by the Card Service Providers, by publishing on their website(s) and/or the Card Service Providers notifying you directly in any manner prescribed by them, shall apply to the use of any of the Cards issued to you.
1.6 By applying for, or using, any of the Cards, you confirm that you accept and agree to these Terms and the terms and conditions imposed by the Card Service Providers directly to you (if any) as they may be amended from time to time by the Card Service Providers and us. If you do not agree, please do not apply for, or use, any of the Cards.
1.7 You can always access the latest version of these Terms (as well as these Standard Terms) on [sovrae.io]. In relation to the terms and conditions imposed by the Card Service Providers directly to you, you may visit the Card Service Providers website(s) and/or contact the Card Service Providers directly for any further information or questions (if any).
2. DEFINITIONS
2.1 Unless listed below, defined terms have the meaning given to them in these Standard Terms.
“Acceptable Tokens” means virtual assets which would be accepted by us to be deposited into your account, which include Bitcoin (BTC), Ethereum (ETH), Tether (USDT) and USD Coin (USDC). Such list of Acceptable Tokens may be updated from time to time at our sole discretion;
“Account(s)” means the account established in respect of the Services and other items, which, among other things, include the account(s) with the Card Service Providers, as applicable;
“Available Amount” means the cash and/or Digital Assets in your Account;
“Card(s)” means the card(s) issued as Physical Card or Virtual Card, as the context requires, to the Cardholder(s).
“Cardholder(s)” means person(s) holding the Card(s).
“Card Details” has the meaning given in Paragraph 4.1.
“Card Network” means any international credit, debit and prepaid card network which is applicable in respect of the Card;
“Card Network Rules” means any by-laws, rules, regulations, orders, requirements and interpretations issued by any Card Network that apply to Card Transactions, as amended from time to time by the Card Network
“Card Transactions” means online transactions, purchases using Digital Assets and any other transactions made on a Card by a Cardholder with a Merchant that accepts the Cards as we approve at our sole discretion from time to time.
“Charge” has the meaning given in Paragraph 17.1;
“Chargeback” means a dispute filed by us that is sent through the relevant Card Network in accordance with the relevant Card Network Rules relating to a Card Transaction;
“Contactless Limit” means any limit specified by the Card Service Providers from time to time, or, if lower, such other limit imposed by Applicable Laws or industry practice;
“Digital Assets” means any digital representation of value that is recorded on a cryptographically secured distributed ledger or similar technology, which may be transferred, stored, or traded electronically, and includes but is not limited to cryptocurrencies, stablecoins, utility tokens, security tokens and any other form of tokenised asset recognised under Applicable Laws and Regulations.
“Disputed Transaction” means a Card Transaction that the Customer disputes with a Merchant (for example, where the merchant has not provided the Cardholder with the goods or services paid for and the Cardholder has unsuccessfully requested a refund from the Merchant);
“Merchants” means retailers, merchants or other suppliers of goods and/or services which accepts payment by means of a card, card number, PIN or card and signature;
“Payment Due Date” has the meaning given in Paragraph 17.1;
“Physical Card” has the meaning given in Paragraph 1.2;
“PIN” means the personal identification number issued to the Cardholder to use with its Physical Card when making in-store or card present transactions;
“Surcharge” has the meaning given in Paragraph 7.3;
“Unauthorised Transactions” has the meaning given in Paragraph 15.2; and
“Virtual Card” has the meaning given in Paragraph 1.2.
3. CARD ISSUANCE AND PRE-AUTHORISATION OF CARD TRANSACTIONS
3.1 We provide the following Services to you for using the Cards, allowing for:
(a) purchase of goods or services from the Merchants worldwide which accept payments by a Card, in accordance with the relevant Card Network Rules;
(b) settlement of card balances associated with any Card Transactions (“Card Balances”), in each case in accordance with these Terms. “Settlement Amount” means the aggregate of (i) the monetary value of the Card Transaction, (ii) any relevant Fees for the Card Transaction, and (iii) any buffer as may be applicable at our sole discretion at the time of the Card Transaction; and
(c) other transactions that may be conducted using a Card, all in adherence to these Terms
3.2 The Card is a card issued by the Card Service Providers. The Card can be used to pay for goods and services at retailers which accept cards issued under the relevant Card Network.
3.3 Card Transactions made on your Card will be settled by us on the relevant Card Network. You authorise us to freeze your Acceptable Tokens in your Account(s) with an amount equivalent to the Settlement Amount.
3.4 When a Card Transaction is made, you authorise us to convert (where applicable) and deduct the Acceptable Tokens from your Account(s) (“Settlement Assets”) with an amount equivalent to the Settlement Amount in respect of the relevant Card Transaction into any Digital Assets or fiat currencies ("Converted Assets") at our discretion, with reference to the prevailing market exchange rate between the Settlement Assets and the relevant Converted Assets at the time of such conversion as may be applied at our discretion, and to apply the relevant Converted Assets for the settlement of the Card Balances associated therewith.
3.5 You may make a request to us for the issuance of a Card to you. A Card will be issued to you upon approval of such request by us. Activation of the Card must be completed through the designated procedures prescribed by the Card Service Providers and us. We reserve the right to decline your request for issuance of a Card, or to revoke at any time any Card already issued for whatever reason.
3.6 You acknowledge that each physical Card is and remains at all times our property and you shall:
(a) exercise all due care and diligence in the custody, care and use of the Card;
(b) not tamper or allow anyone to tamper, with the Card;
(c) not permit the Card to be used in any unauthorised manner, including sharing the use of the Card with another person;
(d) not intentionally deface or damage the Card; and
(e) not affix, print or attach anything or matter onto the Card or otherwise alter, remove or replace any notice, logo or design on the Card.
3.7 Unless earlier terminated or cancelled, each Card shall be valid for such period as may be determined by us and as indicated on the Card. If you have used the Card in the period of one month before its expiry date, we will send you an email to inform you that we will automatically renew the card; provided that we may charge a renewal fee as may be determined by us and you agree and acknowledge that such fee may be debited from your Account(s) and/or deducted at the settlement of your Card Balances or otherwise charged to you separately. These Terms will continue to apply to the new card. If you decide not to renew the existing Card, please contact us.
4. VIRTUAL CARDS
4.1 A Virtual Card consists of a 16-digit account number, expiry date and “CVV/CVV2” code (the “Card Details”).
4.2 The Cardholders may use Virtual Cards to make purchases via any of the transactions where the Cards are accepted. Virtual Cards may be issued for single use or for repeated use until the expiry date.
5. PHYSICAL CARDS
5.1 We may, at our discretion, issue a Physical Card to you. The Physical Cards will be sent by post to the address provided by the Customer, together with instructions on how to activate the Physical Card. The Cardholder must sign the back of the Physical Card and activate the Physical Card when received.
5.2 The Physical Cards may be used for both “card present” and “card not present” electronic transactions where the Physical Cards are accepted. The Card Service Providers may permit the use of the Physical Cards for cash withdrawals at an automated teller machine (ATM). It may not be possible to use Physical Cards for manual or offline transactions and the Card Service Providers will notify you of this.
5.3 If the Physical Card has a payWave logo, the Cardholder may make purchase by tapping the Physical Card against contactless readers at participating Merchants. If the purchase exceeds the Contactless Limit, the Cardholder will need to complete additional verification steps in order to complete the transaction.
6. USE OF THE CARD
6.1 The Card is intended to function and operate as a credit card, and is categorised as a credit card under Hong Kong laws and regulations. The usage thereof shall be dependent on the credit limit assigned to you by us and/or the Card Service Providers. For the Cardholders in other jurisdictions, due to the differences in the local laws and regulations under the applicable jurisdictions, the Card may be categorised otherwise under such other jurisdictions, and such categorisation does not affect the functionalities and operations of the Card.
6.2 You can make Card Transactions up to the Available Amount. Before making a Card Transaction, you must ensure the Available Amount is sufficient to cover the full amount of the proposed Card Transaction. We have the right to use the Available Amount to settle any outstanding balance incurred on the Card (including all related fees) within the time period determined by us from time to time, which, other than for fees, may be on the same day or up to a few days after the date of the Card Transaction.
6.3 The utilisation of the Card, including your credit limit, the maximum value of any single Card Transaction for which such Card may be used, the daily maximum aggregate value of Card Transactions and the monthly maximum aggregate value of Card Transactions, will be subject to limits set by us (collectively, “Card Limits”). The applicable Card Limits will be set out on our website. We may, in our sole discretion, apply different Card Limits to you specifically and may, without notice to you, increase or reduce any such applicable Card Limit from time to time. Card Transactions in excess of any applicable Card Limit will be rejected by us. You must not effect any transaction that exceeds any Card Limit applicable to you. If any purchase or withdrawal made by you exceeds any such Card Limit, the transaction will be declined.
6.4 We may renew your Card when it expires. You may request us to replace or renew your Card if (a) your existing Card has been damaged, lost or stolen; or (b) due to any suspected security incidents.
6.5 If your Card is replaced or renewed:
(a) We will change your Card Details (including the card security code (CVV), expiry date (and card number where your Card has been stolen or lost) and issue a replacement or renewed Card; and
(b) Unless you have agreed otherwise and/or in accordance with the Applicable Laws: (i) the applicable limits, fees and/or charges will remain the same; (ii) you will be given the same number of the Card; and (iii) the services and privileges applicable to your Card (if any) will remain unchanged or be improved.
6.6 By continuing to use the replacement or renewed Card, subject to the Applicable Laws, you are deemed to have consented to us issuing you a replaced or renewed Card.
7. MERCHANTS
7.1 Your Cards can only be used for Card Transactions and any other transactions as we may approve at our sole discretion from time to time. The Card is only accepted by Merchants participating in the relevant Card Network. We will not authorise any transaction for an amount larger than the credit limit or which otherwise exceeds any other Card Limit.
7.2 Certain Merchants may require pre-authorisation of the estimated amount, or a certain percentage, of the final amount of a Card Transaction. The Available Amount may be reduced by any pre-authorisation amount. Any portion of such pre-authorised amount which is not applied to the final Card Transaction will be re-added to the Available Amount.
7.3 If a Merchant applies a surcharge to Card Transaction (“Surcharge”), it will be applied upon confirmation of the amount of the Card Transaction by the Cardholder. The Surcharge may appear (i) as a separate transaction, or (ii) as part of the entire purchase amount. Once the Cardholder has confirmed the transaction, the Cardholder will not be able to dispute the Surcharge.
8. AUTHORISATION
8.1 Card Transactions may require the Card Service Providers’ authorisation. Before providing authorisation, the Card Service Providers may require the Cardholder to verify their identity. You acknowledge and agree that we are not liable to you, the Cardholder or any other person for any loss suffered as a result of authorisation not being granted.
8.2 You are responsible for all Card Transactions incurred on your Card. You shall not use your Card in relation to any transaction or activity which is illegal or prohibited under Applicable Laws in the jurisdiction where such transaction or activity is effected or in your country of residence. You shall be liable for all Card Transactions whether or not executed with your knowledge or authority, regardless of how such transactions were effected, including without limitation where arising in connection with any negligence on your part. In this regard, you acknowledge the risk of unauthorised Card Transactions being carried out and accept the risk of such unauthorised Card Transactions.
8.3 We may, in our reasonable discretion, deny authorisation of a Card Transaction and/or suspend the use of the Card without giving any advance notice, including (but not limited to) in circumstances where:
(a) the Available Amount is insufficient;
(b) the Card Transaction exceeds any transaction limit on the Card from time to time;
(c) we suspect that there is fraud or a security issue;
(d) we suspect that the Card is being used for an illegal purpose; or
(e) we suspect that a Cardholder has materially breached this Agreement or these Terms.
8.4 The Card Service Providers may also, in its reasonable discretion, deny authorisation of a Card Transaction and/or suspend the use of the Card without giving any advance notice, according to the Card Service Providers’ terms and conditions.
9. SUSPENSION AND TERMINATION
9.1 We may give the Customer notice of any suspension and the associated reasons, if possible, after implementing the suspension. We will lift the suspension as soon as practicable after the reasons for the suspension have ceased to exist.
9.2 You may make a request in writing to the Card Service Providers directly to set restrictions on the:
(a) maximum single or aggregate Card Transaction amount(s); and/or
(b) place(s) at which, or Merchant(s) with which, a Card may be used.
9.3 You may request to cancel or temporarily suspend a Card at any time. You will remain liable for all Card Transactions before it is cancelled by the Card Service Providers.
10. FEE AND CHARGE
10.1 You are required to pay to us the fees, charges and/or interests in respect of your Card in accordance with the Fee Schedule set out in [sovrae.io] (“Fee Schedule”), or as we may notify you.
10.2 We may collect fees and/or charges from you in such manner and at such intervals as we may specify. We may vary the fees or charges and the frequency of payment by notice. Any fees or charges paid are not refundable unless we agree otherwise.
10.3 You are required to pay all costs and expenses reasonably incurred by us in connection with your Card. These costs and expenses may include any applicable taxes, duties and levies payable in respect of the use of your Card, any expenses for preserving or enforcing our rights in connection with your Card, any fees and charges related to ATM cash withdrawals, card replacements, dispute handling, statement retrieval and personal data access, fees and charges imposed by the relevant Card Networks.
10.4 We are entitled to debit any of your Accounts with all sums payable by you to us. Any delay in debiting does not constitute our waiver or affect our rights under these Terms. If the debiting of an Account would cause the Account to go overdrawn, we may consider it as your request for an unauthorised overdraft and refuse your request, and impose a service charge for considering and refusing your request.
11. CREDIT
11.1 While we normally would not provide credit with the Cards, we may, under certain circumstances, allow you to use your Card with credit (“Card Credit”) in our sole and absolute discretion. We will let you know your credit limit for the Card Credit and will display such credit limit on our website from time to time. You agree that you are bound by these Terms as well as the terms and conditions for the use of the Card Credit as applicable and/or amended from time to time.
11.2 Once we, in our sole and absolute discretion, allow your use of the Card Credit, your Card is linked to the Card Credit, and you can use the Card Credit immediately. We may allow you to make payment using the Card Credit (a) to any of the Merchants, (b) any Card Transactions, or (c) any other transactions that will be effected and processed.
11.3 While your Card is linked to the Card Credit, all new transactions processed through the Card Network will be effected and processed as “Card Credit Transactions”. If you do not agree to any automatic payment or other recurring arrangement previously set up or authorised by you on your Card while it will be effected and processed as Card Credit Transactions after your Card is linked to the Card Credit, please terminate or modify the arrangement directly with the relevant Merchants or third parties.
11.4 You are liable for (a) all Card Credit Transactions (except for Unauthorised Transaction as defined below); and (b) your balance of Card Credit, including fees, charges and interests.
11.5 You may instruct us not to allow any of the Card Credit Transactions that will exceed your credit limit. However, even if you have notified us not to exceed your credit limit, we may still process certain Card Credit Transactions and treat them as your request to go over your credit limit without your prior agreement.
11.6 You must pay at least the minimum amount due shown in each of the Card Credit statements on or before the payment due date shown on the relevant statements.
11.7 If we do not receive from you at least the minimum amount due set out on your Card Credit statement on or before the payment due date, we may: (a) charge additional interests, fees and charges; and (b) suspend your use of the Card Credit.
11.8 If we do not receive your Card Credit statement balance in full on or before the payment due date, we may (a) charge your interest daily at the applicable interest rate, as set out in the terms and conditions (as applicable and amended from time to time); (b) demand immediate payment of all your outstanding Card Credit balance (including any fees, charges and interests); and (c) set off, debit, withhold or transfer all your outstanding Card Credit balance (including any fees, charges and interests) from any of your Account(s) with us.
11.9 You must make an immediate repayment if we demand. We may demand immediate repayment of any amount you owe us on Card Credit at any time, regardless of whether the amount is (a) set out in a Card Credit statement; or (b) due and payable at the date of our demand.
11.10 We may set off, debit, withhold or transfer from any of your Account(s) to pay any amount you owe us. We may take such action as we consider necessary to enforce our rights under these Terms and to collect any overdue amount you owe us on Card Credit, including to appoint third party agencies or service providers (for example, a debt collection agency) and/or take legal action. You are required to indemnify and reimburse us, upon demand, in whole or in part, for all the costs (including legal fees) and expenses we incur in taking any such action.
11.11 If you do not pay your Card Credit statement balance in full, we may, in our sole and absolute discretion, use and allocate any amount we receive from you to pay (a) all interests billed to your Card Credit statements; (b) all fees and charges billed to your Card Credit statements; (c) any balance billed to your Card Credit statement (excluding any billed interests, fees and charges); (d) any balance (excluding any interest, fees and charges which are charged, but not yet billed) in excess of your Card Credit statement balance; (e) any interest in access of your Card Credit statement balance; and (f) any fees and charges in excess of your Card Credit statement balance.
11.12 In connection with your use of the Card Credit, you agree that we will conduct credit checks and reviews on your existing credit facilities, and are allowed to conduct checks with, and access regular data from, any credit reference agency relating to you any time in accordance with the provisions of the Code of Practice on Consumer Credit Data.
11.13 We may suspend or cancel your use of the Card Credit at any time without giving you any reason or prior notice. We may do this with or without also suspending our cancelling your Card(s) and/or Account(s). You can ask us to suspend your use of Card Credit without cancelling your Card. If we allow you to do so, you will be able to use your Card to debit from your Account(s).
11.14 Any suspension and/or cancellation of the Card Credit is subject to (a) full repayment of any amount you owe on Card Credit, including interests, fees and charges; (b) all Card Credit Transactions being posted and fully settled; (c) there being no unresolved disputed transactions; and (d) any other conditions that we consider necessary to enable us to comply with any law or regulations.
11.15 You remain liable for all amounts due even after cancellation. If the Card Credit is cancelled for any reason, you must immediately pay us the full amount you owe us in connection with the Card Credit, being: (a) the outstanding balance, including interests, fees and charges; and (b) the amount of any Card Credit Transactions effected but not yet charged to your Card(s).
12. DISCLAIMER
12.1 We are not responsible for, nor make any representations or warranties in respect of, the quality, safety, legality, or any other aspect of any goods or services that you purchase with the Card. We are not liable for any loss arising from any Merchant refusing to accept your Card. Any complaints, claims or disputes about any goods or services purchased with a Card must be resolved directly with the Merchant concerned in the transaction. You are not entitled to withhold payment from us because of any unresolved complaint, claim or dispute with a Merchant.
12.2 We are not liable for:
(a) the refusal of any Merchants, financial institution or other person to accept your Card;
(b) any defect or deficiency in goods or services supplied to you by any Merchant, financial institution or other person. You must resolve any complaint against any Merchant, financial institution or other person yourself and no claim against any of them may be made against or set off against us; or
(c) any loss or damage which you may suffer or incur in connection with any cancelled, reversed or refunded transactions or Chargebacks, including any discrepancy between the original transaction amount deducted from your Account and the amount credited to your Account pursuant to the reverse or refund.
12.3 We are not obliged to effect a Card Transaction if:
(a) it would cause, in our opinion, any limits imposed by us or yourself on your spending, transactions or cash withdrawals to be exceeded;
(b) you do not have sufficient funds in your Account; or
(c) we have reasonable grounds to believe that such transaction is illegal, fraudulent, dishonest, unauthorised or used for any of the purposes set out in Paragraph 8.3.
13. YOUR RESPONSIBILITIES AND LIABILITIES
13.1 You must protect your Card, PIN and device to make sure that only you can take money out of your Account or effect any payment or transaction with your Card. You should refer to the security advice we will provide you from time to time.
13.2 You must:
(a) ensure that each Card is used only by the Cardholder;
(b) not share the Card PIN with any other person;
(c) not use numbers for the PIN which could be easily guessed by someone else;
(d) not record the PIN on anything that is carried with the Card or on anything else that is at risk of being lost or stolen; and
(e) regularly review transactions on its Card as recorded on the platform(s) provided by the Card Service Providers.
13.3 You shall keep the Card Details of all your Cards strictly confidential and not share the Card Details with any persons other than as necessary to conduct a transaction. When sharing Card Details with Merchants, you will take all precautions to ensure the security and continued confidentiality of the Card Details. For the avoidance of doubt, providing Card Details in clear text over fax, email or other unencrypted or otherwise unprotected media is not considered to be secure. Neither of us, nor our respective affiliates, shall under any circumstances be liable to you for unauthorised transactions caused by your failure to keep the Card Details secure.
13.4 You must notify us and change your PIN immediately if you know or suspect that:
(a) your PIN has been disclosed or used by any unauthorised person;
(b) any other person has gained unauthorised possession of your Card or used your Card improperly;
(c) your Card is lost or stolen; or
(d) a fraudulent or unauthorised bank transfer or bill payment has been made using your Card.
Until we receive such notice, you will be bound by any transaction by any person whether or not authorised by you. You are strongly advised to examine and check each statement of you Card in a timely manner and report any unauthorised transactions in the statement to us as soon as possible.
13.5 You must also comply with any additional security requirements as notified by us and the Card Service Providers from time to time.
14. LOST/STOLEN CARD OR UNAUTHORISED USE
14.1 If you believe a Card has been lost or stolen, the PIN or Card Details have been compromised and/or the Card has been used without proper authorisation, you must stop using the Card and notify us and/or the Card Service Providers immediately.
14.2 If we suspect there has been unauthorised use, misuse or fraud in connection with a Card, we may disclose any information we believe to be reasonable to law enforcement agencies.
14.3 We may request additional information from you in connection with any alleged or suspected unauthorised use, fraud or misuse of the Card including date of transaction(s), amount(s), details of the Merchant and any other details that may assist us in investigating. You agree that you will cooperate with us in investigating any alleged or suspected unauthorised use, fraud or misuse of a Card.
15. LIABILITY
15.1 You are liable for Card Transactions made by you until the Card expires or is cancelled.
15.2 You will be liable for Card Transactions that you believe were made without your authorisation (“Unauthorised Transactions”) where you have:
(a) compromised the security of the Card, PIN, Card Details or the your account including by breaching Paragraph 13 above; or
(b) failed to report the loss, theft or misuse of the Card, PIN or Card Details in accordance with Paragraph 14 above.
15.3 In the case of Paragraph 15.2(b), you will be liable for all losses until such time as you notify us of the loss, theft or misuse of the Card.
15.4 We are not responsible for, and do not make any representations or warranties in respect of the quality, safety, legality, or any other aspect of any goods or services purchased using the Card. Any complaints about any goods or services purchased with a Card must be resolved directly with the relevant Merchants. We are not responsible for any decision by a Merchant to accept or reject the use of a Card.
15.5 Subject to the Applicable Laws and these Terms, you will indemnify and reimburse us, upon demand, for all actions, proceedings and claims which may be brought by or against us, and for all our losses and damages, and all reasonable costs and expenses which we may incur or suffer, arising from or in connection with our provision or your use of your Card, unless due to our fraud, bad faith or wilful default and only to the extent of direct and reasonably foreseeable loss and damage arising directly and solely from such negligence or wilful default.
16. CHARGEBACKS
16.1 We may be entitled to seek to reverse transactions made through your Card where you have a dispute with the Merchants that supplied the goods or services. For example, you may be entitled to reverse a transaction where the Merchant has not provided you with the agreed goods or services and you have tried to obtain a refund of the disputed amount from the Merchant and was unsuccessful.
16.2 You shall contact us at [support@sovrae.io] without undue delay in the event of any dispute regarding the validity of any Card Transaction or request for Chargeback no later than 60 days after the transaction date in respect of a dispute to be reviewed and raised. We will assist you in resolution of the dispute or direct such request to the Merchant or the relevant Card Network for processing.
16.3 You will be required to comply with the relevant Card Network Rules in relation to such dispute or Chargeback request, including furnishing a written explanation of the dispute or Chargeback request and/or a copy of the related sales transaction receipt and any other information and supporting documents that we, the Card Service Providers and/or the relevant Card Network may require.
16.4 We reserve the right to investigate any disputed transaction. In the event of any investigation by us, the Card Service Providers or any competent authority, you agree to assist and cooperate by providing us with any additional information and/or documentation.
16.5 If evidence reasonably concludes that any disputed transaction is either a result of your wilful default, fraud or negligence, or in compliance with these Terms, you agree and authorise us to deduct the amount from the disputed transaction and any such associated charges and fees from your Account(s) by means of bank transfer or otherwise.
16.6 Any fees imposed by us, the Card Service Providers and/or the relevant Card Network for the processing of such dispute or Chargeback request may be deducted from your Account(s) (as applicable) or claimed from you and shall not be refundable for any reason whatsoever.
16.7 You hereby agree and accept that (a) we, the Card Service Providers and/or the relevant Card Network may, but are not obliged to (whether under these Terms or otherwise) assist you with or process your dispute or Chargeback request; and (b) the decisions of us, the Card Service Providers and/or the relevant Card Network on all matters relating to or in connection with such dispute or Chargeback request are final and conclusive and binding on you for all purposes unless otherwise provided in such terms, conditions, rules, procedures and/or guidelines as may be issued by the relevant Card Network from time to time. You acknowledge and agree that the repayment of any amount previously charged to your Card may be subject to such terms, conditions, rules, procedures and/or guidelines as may be issued by the relevant Card Network from time to time.
16.8 In any event, you acknowledge and agree that we, the Card Service Providers and the relevant Card Network shall not be liable to you in respect of any matter relating to or arising out of such dispute or Chargeback request.
17. STATEMENTS
17.1 If fees are payable on a Card, we will send the Customer monthly statements on the platform(s) and/or other manners prescribed by us showing the amount that is needed to pay to us to settle all obligations of the use of the Card. The Customer is required to pay the fees in full no later than the payment due date set out in the monthly invoice (“Payment Due Date”). The Customer is responsible for confirming the correctness of the monthly statement. If the Customer disputes any transaction amount, fee, charge or interest (collectively “Charge”), the Customer must notify us no later than thirty (30) days from the statement date, otherwise we will treat the statement as conclusive evidence of its contents. We will take reasonable steps to assist the Customer to resolve disputed Charges by providing information about the disputed Charge. If we agree to give the Customer a temporary credit for a disputed Charge, the Customer must pay us for all other charges.
17.2 Unless otherwise specified in the Fee Schedule, the Customer must always pay us in the currency in which we bill the Customer. If we accept late payments or any payment described as being in full or in settlement of a dispute, we shall not lose any of our rights under this Agreement, these Terms or at law, and it does not mean that we agree to change this Agreement and these Terms. We may credit part payments to any of the Customer’s outstanding Charges as we choose.
17.3 We will issue you a Card Credit statement each month (if applicable), setting out including but not limited to (a) your Card Credit Transactions and any fees, charges, and interests that are billed during the relevant statement period; (b) your Card Credit balance; (c) the payment due date for the Card Credit statement balance; (d) the minimum amount due for that month; and (e) details on how you can make payment to us. If you dispute any Charges set out in the Card Credit statement, you must notify us no later than thirty (30) days from the statement date, otherwise we will treat the statement as conclusive evidence of its contents.
18. THIRD PARTY SERVICES OFFERED WITH YOUR CARD
18.1 We may enter into arrangements with third parties (such as third-party service providers and merchants) to offer you additional services or features on your Card.
18.2 These are provided to you on a commercially reasonable efforts basis only. We are not liable for any loss you suffer in connection with any of these services or features.
18.3 The use of your Card is also subject to the relevant Card Network Rules and the applicable terms and conditions.
18.4 The relevant Card Network may give you access to other services provided by third parties and other services (such as value-added services). Your access to such other services is subject to the terms of such services.