X Pay Merchant Terms-of-Service

Please read these Merchant Terms of Service (“Terms”) carefully. By using the X Pay Platform and the Zero Credit Limited Services, you agree to be bound by these Terms and are deemed to have executed these Terms electronically. The headings contained in this document are for reference purposes only. You should print a copy of these Terms for your records.

Last Updated: Dec 2024

1. 1. Parties to these Terms

      1. These Terms sets out terms and conditions applicable to the use of the payment product named as X Pay (“X Pay”) provided by Zero Credit Limited (“Zero Credit Limited”, “our”, “us”, “we” or “Assignee”) to you (“you”, “your”, “Merchant” or “Company”) (each of Zero Credit Limited and Merchant, a “Party”, and together, the “Parties”), and forms the basis of the agreement between the Parties.

   2. Definitions
      
      1. Unless otherwise specified, the following definitions apply in the X Pay Merchant Agreement:

         “Applicable Law” means all laws, orders, decrees, rules, regulations, circulars, notices or guidelines, including the requirements of any regulatory authority, having legal effect and as applicable to a Party in respect of its rights and/or obligations under the X Pay Merchant Agreement, and in relation to any Transaction, Refund or Chargeback, TPA rules and Payment Scheme rules in force in any applicable jurisdiction from time to time. These include anti-money laundering, anti-bribery, anti-terrorist financing, sanctions, data privacy, tax and consumer protection laws (as applicable).

         “Assessment” means any assessments of fines, fees, charges or expenses of any nature which a Payment Scheme and/or Payment Processor levies on us or you at any time, directly or indirectly, in relation to any aspect of our relationship with you including in respect of any Transaction.

         “Assignment Settlement Amount” means the net purchase price payable by Assignee to you in respect of each Transaction, taking into account:

         • the total value of the Deferred Payments assigned by you to the Assignee as per Clause 3.2;
         • all applicable Service Fees charged for the underlying Transaction;
         • any applicable X Pay Lead-Gen Fees (if activated under Clause 1) charged for the underlying Transaction; and
         • any other applicable fees and charges payable by you from time to time as may be further specified under Clause 1 of the X Pay Merchant Agreement,

         subject to any deductions or set-off (including with respect to any unpaid Refunded Amounts, Refund Fees, Chargeback, Assessment, Chargeback and Assessment Costs and Repurchase Amount) that we are entitled to make pursuant to the X Pay Merchant Agreement.

         “Business Day” means any day (other than a Saturday, a Sunday or a public holiday) on which banks are open for general business in Hong Kong.

         “Cancellation” means the cancellation of a Transaction for which you have been paid or were due to be paid, initiated by Zero Credit Limited, and which shall not be subject to any Refund Fees if this leads to a Refund.

         “Chargeback” means a Transaction which is successfully charged back or reversed, in whole or in part, by the relevant card issuer on request of the Customer or the Payment Processor pursuant to the relevant Payment Scheme rules resulting in the cancellation of a Transaction for which you have been paid or were due to be paid, notwithstanding any authorization.

         “Chargeback and Assessment Costs” means any expenses, losses, or other damages which Zero Credit Limited has incurred as a result of or in connection with such Chargeback or Assessment.

         “Confidential Information” means all information relating to the parties and the X Pay Merchant Agreement, including the existence of the X Pay Merchant Agreement and the matters contained herein, and includes any proprietary, confidential or other material technical or business information or software or knowledge data, or data including but not limited to data reports, interpretation, analyses, processes, drawings, photographs, records, specifications, designs, programs, product development activities, software packages, software documentation and information, technical know-how, concepts, theories, ideas, methods and procedures of operation, business or marketing plans, third-party negotiation information, proposals, financial information, compiled data, clinical data, communications, customer lists and data, sample of products, results of research and development activities, trade secrets, inventions, improvements and discoveries, patentable or otherwise, disclosed or provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to the X Pay Merchant Agreement, and also includes third-party information of technical, commercial or other nature that may be obtained during the use of X Pay Services. For the avoidance of doubt, Confidential Information excludes information that: (a) is or becomes public information through no fault of the Receiving Party; (b) was known to or in the possession of the Receiving Party prior to the disclosure by the Disclosing Party; (c) is or was lawfully obtained by the Receiving Party from a third party who is not, to the Receiving Party’s knowledge, bound by confidentiality obligations in relation to such information; (d) is or was independently developed by the Receiving Party without reference to or use of the Confidential Information; and (e) in the case of third-party information, can be objectively and reasonably understood to be non-confidential.

         “Credit Event” means, in relation to any person, the cessation to pay its debts as they become due and payable, or any corporate action, legal proceedings or other step in relation to (a) suspension of payments, bankruptcy, winding up, dissolution, judicial management, administration and reorganization or composition or arrangement with creditors; (b) the appointment of a liquidator, receiver, judicial manager, administrator or similar officer in respect of the person or the person’s assets; (c) enforcement of any security over the person’s assets; or (d) any analogous procedure or step in any jurisdiction.

         “Customer” means your customer who purchases Merchant Services via X Pay Platform.

         “Customer TOS” refers to the X Pay User Terms of Service each Customer is bound by, accessible at https://zero-xpay.com/terms-of-service-/ (or such other webpage as may be notified by Zero Credit Limited), as amended and updated by Zero Credit Limited from time to time at Zero Credit Limited’s sole discretion.

         “Deferred Payment” means an outstanding payment under a Deferred Payment Structure which shall be paid by the Customer as per the Payment Schedule and may be assigned by the Merchant to the Assignee for each Transaction.

         “Deferred Payment Agreement” means each contract entered into between yourself and a Customer via X Pay Platform upon conclusion of an Order as a Transaction under a Deferred Payment Structure, in the form set out at https://zero-xpay.com/purchase-payment-contract/ (or such other webpage as may be notified by Zero Credit Limited).

         “Deferred Payment Structure” means an extended payment feature offered by you to Customers under which payment of the Purchase Price for a Transaction shall be made in one or more tranches on a deferred and interest free basis.

         “Erroneous Transaction” means an Order or Transaction where the Merchant is aware or should reasonably have been aware that (i) a Customer was ordering an incorrect item, (ii) the Purchase Price for the Order is incorrect, (iii) payment in relation to a Transaction has been mistakenly or wrongly made by Zero Credit Limited or the Customer, (iv) entry of the Order was unauthorized or fraudulently made, (v) the quantity of the Order was unusual or suspiciously large, (vi) the request for delivery is to a foreign country where the Customer does not typically reside or has connections to, or (vii) provision of the Merchant Services is illegal, unlawful and in breach of Applicable Laws.

         “Fees” means the fees set out in the ‘Commercial Terms’ section under Clause 1 (including but not limited to the applicable Service Fees, Refund Fees, X Pay Lead-Gen Fees, and any other fees and charges payable by you from time to time as may be further specified under Clause 1 of the X Pay Merchant Agreement).

         “Indemnified Parties” means Zero Credit Limited or its or their subsidiaries, partners, affiliates, employees, directors, officers, agents, representatives and/or any third parties providing services for and on behalf of Zero Credit Limited.

         “Merchant Account” means a password-protected account, created and registered specifically for your use, on the X Pay merchant portal.

         “Merchant Funded Discounts” means promotional payment discounts which may be granted by you to Customers from time to time for promotional purposes.

         “Merchant Services” means the goods and services that form part of an Order, as offered by yourself in any of your Sites.

         “Order” means a Customer’s application to purchase the Merchant Services captured and processed via X Pay Platform.

         “Payout Bank Account” means your designated bank account, of which you are the legal and beneficial owner.

         “Payment Method” means the method of payment nominated by a Customer to make payments to Zero Credit Limited (including payment of any fees and charges). For the avoidance of doubt, a Payment Method shall not include any issued prepaid debit cards, virtual debit cards or virtual account numbers, gift cards or any other type of access card.

         “Payment Processor” means an acquirer or payment processor authorized by a Payment Scheme to enable the use of a Payment Method by accepting Transactions submitted via X Pay Platform, routing these to the Payment Scheme and collecting and paying out the resulting funds to us, yourself and/or any other third parties as the case may be.

         “Payment Schedule” means the schedule for the Customer’s repayment of each applicable Deferred Payment generated and maintained by X Pay Platform.

         “Payment Scheme” means Visa Inc, Mastercard International Inc., or UnionPay Ltd and/or any other payment networks or cards associations that processes credit and debit cards via the central payment network.

         “Personal Data” means any information which relates to a living individual and can be used to identify that individual, and which exists in a form which access to or processing of is practicable, and relates to information collected by Zero Credit Limited or yourself during such party’s respective use, operation, management or administration of the transactions contemplated under the X Pay Merchant Agreement.

         “Purchase Price” means the total monetary value of an Order (including any applicable goods and services tax and delivery fees, and subject to any applicable Merchant Funded Discounts).

         “Receivables” means in respect of a Deferred Payment Agreement, all of your present and future rights, title and interest in and to the benefit under such Deferred Payment Agreement (including but not limited to the right to receive the outstanding Deferred Payments from the Customer under such Deferred Payment Agreement) and all of your present and future rights, title and interest in all property, assets and sums derived from such Deferred Payment Agreement, and for the avoidance of doubt shall include all the Related Rights.

         “Refund” means a complete or partial refund in respect of any Transaction.

         “Refund Fees” means a fee for each Refund calculated as a percentage of the applicable Refunded Amount plus a flat fee and subject to goods and services tax (if applicable), charged to you as set out in Clause 1 of the X Pay Merchant Agreement.

         “Refunded Amount” means the amount to be refunded to a Customer in respect of a Refund (including whether by way of a payment back to that Customer and/or by application to discharge any matured or unmatured Deferred Payment which remains owing by that Customer) as determined by the Assignee in its sole and absolute discretion.

         “Related Rights” means, in respect of a Receivable, (a) the right to demand, sue for, recover and give receipts for all sums payable under such Receivable, and (b) the benefit of all securities and guarantees for such principal moneys and interest and other sums payable, the benefit of and the right to sue on all covenants and undertakings in your favour in such Receivable in respect thereof and the right to exercise all powers in your favour in relation to such Receivable.

         “Registration Data” means true, accurate, current, and complete information about the Merchant as may be prompted by any registration forms on or through X Pay Services or otherwise requested by Zero Credit Limited from time to time.

         “Repurchase Amount” means, in respect of a Deferred Payment Agreement, the amount equal to the total value of the Deferred Payments assigned by you to the Assignee in respect of such Deferred Payment Agreement less any portion of the Deferred Payment already received by the Assignee in respect of such Deferred Payment Agreement, or any lesser amount as determined by the Assignee in its sole and absolute discretion.

         “Reserve Amount” means an amount withheld by us from settlement or payments to the Master Merchant pursuant to Clause 9.2.

         “Restricted Business” means businesses involving any services similar in nature, intent or form to the X Pay  Services or any buy-now-pay-later business.

         “Security Breach” means any suspected or actual or suspected loss, theft, fraud, or unauthorized use of your Merchant Account and its password.

         “Service Failure” means a dispute, objection or denial raised by a Customer relating to (i) the quality, quantity, use or fitness of the Merchant Services rendered under the Transaction, (ii) unsatisfactory or incomplete delivery of the Merchant Services, (iii) breach by the Merchant of the terms of contract of sale or service entered into between the Merchant and the Customer, or (iv) non-receipt of a refund or credit amount from the Merchant after the Customer has returned the Merchant Services to the Merchant.

         “Service Fees” means a fee for each Transaction calculated as a percentage of the applicable Purchase Price plus a flat fee and subject to goods and services tax (if applicable), charged to you as set out in Clause 1 of the X Pay Merchant Agreement, provided that such amount (except for the flat fee) is refundable at Zero Credit Limited’s sole discretion in the case of a Refund.

         “Sites” includes any of your physical stores, websites, pages within your website, equivalent mirrors, replacements, substitutes or backup websites.

         “Term” refers to the period during which the X Pay Merchant Agreement shall be in effect.

         “TPA” refers to a third-party agent or payment gateway that is authorized by a Payment Scheme and/or Payment Processor to handle Transactions submitted via X Pay Platform.

         “Trademarks” means the registered and unregistered trademarks, service marks and logos used and displayed on the X Pay Platform and/or X Pay Services.

         “Transaction” means any transaction under a successful Order between yourself and a Customer as facilitated and processed via X Pay Platform, and evidenced by the Customer being notified via X Pay Platform that the Order has been approved.

         “X Pay Platform” means any websites (including any subdomains thereof), any mobile, tablet and other smart device applications (including X Wallet App) and application program interfaces developed, maintained and operated by Zero Credit Limited to facilitate the provision of X Pay Services.

         “X Pay Services” means the services of (i) implementing and administrating an online payment solution, whereby you agree to accept payment by Customers through a Deferred Payment Structure pursuant to the terms of the Deferred Payment Agreement and assign Receivables under such Deferred Payment Agreement to the Assignee, (ii) performing validation checks and assessments on Customers and Merchants using the system, (iii) managing accounts and (iv) processing Transactions and requests, and allowing Customers to make payments via X Pay Platform.

      2. Unless the context otherwise requires, or as specifically provided otherwise, headings and captions are provided for reference only, and shall not affect the interpretation or meaning of any provisions of the X Pay Merchant Agreement.
      3. References to “Merchant” or “Company” means the company, body corporate, sole proprietorship, partnership, firm, other body of persons or form of association named in Clause 1 of the X Pay Merchant Agreement, and in the case of a company, includes its permitted successors and assigns, and in the case of a sole proprietorship, means the sole proprietor and includes his personal representatives, executors and administrators and any permitted successors and assigns, and in the case of a partnership, each partner who is a partner of the firm at the time when the X Pay Merchant Agreement is entered into and any other person(s) who shall at any time thereafter be or have been a partner of the firm and the personal representatives, executors and administrators of each such partner and any permitted successors and assigns, and all references to “you” or “your” shall be construed accordingly. Where the Merchant consists of more than one person or where the Merchant is a firm consisting of two or more persons, references to the Merchant shall, where the context permits, be construed as references to each of and any of such persons.
      4. Unless otherwise stated or the context requires, words importing a gender shall include every gender; references to a “person” shall be construed as a reference to any individual, firm, company, corporation, body corporate, government, state or state entity or any association or partnership (whether or not having separate legal personality) or any two or more of the foregoing; and references to “individual(s)” shall include sole proprietor and partners in a firm; and references to “company” shall include body corporate.
   3. SERVICES AND ASSIGNMENT OF RECEIVABLES
      1. In accordance with the terms of the X Pay Merchant Agreement, Zero Credit Limited agrees to provide, and you agree to use X Pay Services, under which you offer to settle the Purchase Price of an Order placed by a Customer at one or more of your Sites under a Deferred Payment Structure and the Customer has elected to settle the Purchase Price of such Order under the Deferred Payment Structure.
      2. Upon conclusion of an Order as a Transaction in accordance with Clause 6:
         1. you and the Customer are deemed to have entered into a Deferred Payment Agreement; and
         2. you (as the seller) agree to sell and assign absolutely to and vest in, and we (as the purchaser) agree to purchase and accept the assignment absolutely to and vesting in us of, all of the Receivables in respect of the Deferred Payment Agreement in connection with such Transaction.
      3. Conclusion of an Order as a Transaction in accordance with Clause 6 of the X Pay Merchant Agreement will constitute:
         1. a legal, valid and binding agreement between you and us on the terms contained in the X Pay Merchant Agreement (which you and us acknowledge and agree constitute arm’s length, market terms and conditions); and
         2. in respect of such Receivables, without any further act or instrument by the parties, an immediate assignment and automatic vesting of the entire right, title and interest of you (as seller and assignor) in the Receivables.
      4. Any sale of Receivables in accordance with the X Pay Merchant Agreement does not constitute an assumption by us of any obligation or liability of you or of any other person in relation to such Receivables.
      5. It is the intention of the Parties that:
         1. the assignment of the Receivables contemplated by the X Pay Merchant Agreement will constitute a sale of those Receivables from you (as seller and assignor) to us (as purchaser and assignee) by way of assignment and an absolute transfer of your entire right, title and interest in the Receivables, and not a transfer of a lesser form of interest in the Receivables (such as an assignment by way of security, a charge or other type of security interest); and
         2. upon completion of such sale and assignment of Receivables, the Receivables do not and will not comprise the assets of you (as seller and assignor) in the event that you are insolvent or otherwise.
      6. Notwithstanding the sale of Receivables pursuant to the X Pay Merchant Agreement:
         1. if the ownership of such Receivables fails, for any reason, to vest in us (as purchaser and assignee), you (as seller and assignor of such Receivables) shall hold such Receivables on trust for us; and
         2. if following the assignment of such Receivables pursuant to the X Pay Merchant Agreement, you receive, or there is received to your order, any property, interest, right or benefit hereby agreed to be sold or the proceeds thereof with respect to those Receivables, you undertake to us that you will hold such property, interest, right or benefit or the proceeds thereof upon trust for us as the beneficial owner and shall as soon as reasonably practicable transfer or assign such property, interest, right or benefit or pay such proceeds to us.
      7. As consideration for each sale and assignment of Receivables pursuant to Clause 3.2 above, we will make payment, or arrange for payment to be made, of the Assignment Settlement Amount to you or to your order after the assignment under Clause 3.2 above.
      8. You confirm that you have irrevocably authorized us (or any of our affiliates) to notify the Customers of the assignments contemplated under the X Pay Merchant Agreement and further agree to, upon our request, promptly execute and deliver any other notice of assignment to the Customer that is required by us.
      9. All payments into your Payout Bank Account shall be made in Hong Kong dollars, unless you request in writing for payment in some other currency and Zero Credit Limited approves such request (in which case, the foreign exchange rate shall be at a prevailing rate determined by Zero Credit Limited at the relevant time and Zero Credit Limited may charge such fees as may be informed to you from time to time).
      10. For the avoidance of doubt, each Party acknowledges and agrees that:
          1. the Assignment Settlement Amount paid by the Assignee to you is for the purchase by the Assignee of the Receivables and is not a loan or a credit facility offered by the Assignee to you or the Customers;
          2. the X Pay Merchant Agreement and any transactions contemplated herein shall not be deemed to be a loan or credit facility and shall not be subject to the Money Lenders Ordinance (Cap 163 of the laws of Hong Kong) or any similar laws, regulations or licensing requirements in any other jurisdiction; and
          3. the X Pay Services do not constitutes a lending or credit facility, and Zero Credit Limited does not provide any credit to you or to Customers;
   4. MERCHANT ONBOARDING AND INFORMATION SHARING
      1. Upon the signing of the X Pay Merchant Agreement, you shall, as soon as possible and prior to any Transaction, complete the Zero Credit Limited’s know-your-client (“KYC”) process which entails:
         1. you submitting relevant business information for Zero Credit Limited’s KYC team to review and approve; and
         2. any other steps which Zero Credit Limited may at its sole discretion require from time to time.
      2. You acknowledge that the KYC process must be completed before you can use the X Pay Services.
      3. In order for Zero Credit Limited to satisfy its obligations and to comply with the relevant requirements under Applicable Laws and regulations, and for anti-fraud and anti-money-laundering reasons, you shall, upon reasonable request by Zero Credit Limited, share information relating to or arising out of the X Pay Merchant Agreement (including transaction information) with Zero Credit Limited from time to time. You authorize us to present the relevant information to regulatory authorities and banks for examination and verification.
      4. You agree to provide any information or documentation reasonably requested by Zero Credit Limited to verify information about your business or in connection with the X Pay Merchant Agreement. You authorize us to make, directly or through third parties, any inquiries necessary to verify your business information.
      5. You authorize Zero Credit Limited to present the relevant information to regulatory authorities and banks upon request for examination and verification.
      6. Zero Credit Limited may engage licensed or exempt TPAs, including other payment service providers to remit the Assignment Settlement Amount to your Payout Bank Account. You agree and consent that information of the Merchant held by Zero Credit Limited can be shared for this purpose.
   5. YOUR MERCHANT ACCOUNT
      1. To use X Pay Platform and X Pay Services, you will have to create a Merchant Account by providing Zero Credit Limited with such information as may be required for the purposes of creating such Merchant Account.
      2. In consideration for your use of your Merchant Account, you agree to:
         1. provide Registration Data and to supply all information requested by Zero Credit Limited in a timely manner;
         2. maintain the security of your password and Merchant Account login details and to immediately inform Zero Credit Limited of any potential compromise of your password or login details or any Security Breach;
         3. maintain and promptly update the Registration Data, and any other information you provide to Zero Credit Limited, to keep it accurate, current and complete;
         4. be fully responsible for all use of your Merchant Account and for any actions that take place using your Merchant Account, whether or not authorized by you; and
         5. comply with our operating procedures as may be informed to you from time to time.
      3. To change any information with respect to your Merchant Account, particularly your Payout Bank Account, please contact us via email at support@zero-xpay.com, at least 15 Business Days before such change becomes effective. You are responsible for maintaining correct information with respect to your Payout Bank Account. Zero Credit Limited shall not bear any liability or responsibility for losses of any kind that you may incur as a result of failing to maintain your Payout Bank Account information.
      4. You agree to notify us immediately if you become aware of any Security Breach. Zero Credit Limited shall not bear any liability or responsibility for losses of any kind that you may incur as a result of your failure to maintain the confidentiality of your password.
      5. You agree not to use your Merchant Account, X Pay Platform, or X Pay Services for any unlawful or fraudulent activity. By using your Merchant Account, X Pay Platform and/or X Pay Services, you agree that you will not and will not assist or enable others to do any of the following:
         1. breach or circumvent any Applicable Laws or regulations, agreements with third-parties, third-party rights, or agreements with us, including the Deferred Payment Agreement and the Customer TOS;
         2. provide false, inaccurate, or misleading information to us;
         3. use any device, software, routine, file or other tool or technology, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with your Merchant Account, the X Pay Platform or X Pay Services or to surreptitiously intercept or expropriate any system, data or personal information from your Merchant Account, X Pay Platform or X Pay Services;
         4. take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, “spam” or any other such unsolicited overload technique;
         5. commit unauthorized use of your Merchant Account, X Pay Platform and/or X Pay Services, including but not limited to unauthorized entry into our systems, misuse of passwords, misuse of any information posted to your Merchant Account, X Pay Platform and/or X Pay Services, or fraud; or
         6. open or use multiple Merchant Accounts on X Pay Platform.
      6. Without prejudice to Zero Credit Limited’s rights in the X Pay Merchant Agreement, in the event of any breach of Clause 5.5 above, Zero Credit Limited shall be entitled to take any and all of the following actions:
         1. terminate or suspend your access to your Merchant Account, X Pay Platform, and/or X Pay Services;
         2. effect Cancellations of Transactions; and/or
         3. direct you to make immediate payment for all outstanding amounts payable to Zero Credit Limited.
   6. PLACEMENT OF ORDERS; RECORDS; MERCHANT FUNDED DISCOUNTS
      1. Zero Credit Limited will conduct the following checks and assessments in respect of any Order:
         1. real-time checks and validations on your eligibility, the transaction value of the Order, the risk associated with the Merchant Services, and overall risks for each Transaction; and
         2. real-time checks and validations on Customer’s credentials, devices, relationships with other Customers and other historical data.
      2. An Order will be approved by Zero Credit Limited and concluded as a Transaction if: (i) Zero Credit Limited is satisfied at its sole discretion of the eligibility of both yourself and the Customer at the time of the Order; (ii) the authorization of the first Deferred Payment on the Customer’s chosen Payment Method is approved and (iii) the Customer has provided the Payment Schedule Confirmation (as defined in the Deferred Payment Agreement). Zero Credit Limited shall advise you of the outcome of any Order.
      3. You shall retain documents and records relating to every Transaction processed through X Pay Platform (including proof of delivery of the underlying Merchant Services) to justify its authenticity for a period of seven (7) years after the completion of the Transaction in question. Upon providing seven (7) Business Days’ notice, Zero Credit Limited shall be entitled to inspect, review and access all such documents and records and premises (if applicable) occupied or controlled by the Merchant, and you shall provide Zero Credit Limited with copies of any such documents.
      4. Where Customers are granted Merchant Funded Discounts:
         1. utilization of Merchant Funded Discounts for a Transaction will be subject to the applicable terms and conditions as determined by yourself at your sole discretion; and
         2. utilization of Merchant Funded Discounts will reduce the Purchase Price by the amount of the relevant Merchant Funded Discounts used, and therefore also reduce the Assignment Settlement Amount and the Zero Credit Limited’s Fees charged to you.
      5. You undertake to take sole responsibility for any disputes or claims raised by the Customer in connection with such Merchant Funded Discounts.
   7. CANCELLATIONS OF TRANSACTIONS
      1. Subject to Clause 7.2 below, Zero Credit Limited reserves the right to effect a Cancellation of a Transaction where:
         1. Zero Credit Limited has reason to suspect, or becomes aware, that you have breached any of your obligations under the X Pay Merchant Agreement or any representation and warranty made by you under the X Pay Merchant Agreement is incorrect or misleading;
         2. You or the Customer fail to satisfy Zero Credit Limited’s validations, checks and assessments;
         3. Zero Credit Limited suspects or becomes aware of suspicious activity from you or the Customer on X Pay Platform which may contravene Applicable Laws and/or regulations;
         4. Zero Credit Limited suspects or becomes aware that your systems have been or may have been compromised;
         5. Zero Credit Limited suspects or becomes aware that a Service Failure or Erroneous Transaction has occurred;
         6. Zero Credit Limited suspects or becomes aware that a Credit Event has occurred on your part; or
         7. pursuant to Clauses 20 and 22, you do not agree to necessary amendments to the X Pay Merchant Agreement, or you have terminated the X Pay Merchant Agreement, but fail to remove any and all Zero Credit Limited APIs, plugins, code and other Zero Credit Limited-related parts from your Sites, resulting in Customers continuing to make Orders at your Sites.
      2. Zero Credit Limited shall not effect a Cancellation of a Transaction where:
         1. in connection with a Service Failure, within 3 Business Days of Zero Credit Limited’s written request in respect of the same, you are able to produce authentic and legible documents, invoices or records to our reasonable satisfaction showing that the claim of Service Failure by the Customer is untrue or inaccurate; or
         2. in connection with an Erroneous Transaction, within 3 Business Days of Zero Credit Limited’s written request in respect of the same, you are able to show to our reasonable satisfaction that you have done reasonable due diligence to avoid such Erroneous Transaction.
   8. REFUNDS
      1. It is the Customer’s obligation (and Zero Credit Limited shall not bear any responsibility in respect thereof) to notify you of any Refund request and to comply with your Refund process and any other statutory requirements in relation to such Refund process.
      2. If you choose to accept a return or process a Refund (in full or in part) in relation to a Transaction, you must initiate the Refund process by logging into the X Pay merchant portal to select the Transaction in question and selecting the option to refund it. Such Refund must be requested within sixty (60) calendar days of the Transaction, failing which Zero Credit limited may reject the Refund request at Zero Credit Limited’s sole discretion. You must then enter the Refunded Amount for each such Transaction, which is capped at the aggregate Purchase Price for that Transaction.
      3. As you make a Refund request on X Pay Platform, you shall ensure the fund to be settled for transactions on that day is more than the amount to be refunded. Zero Credit Limited is entitled to deduct the applicable Refunded Amount (or a portion thereof) from your fund to be settled directly to accomplish the process. If you fail to keep enough fund to be settled, Zero Credit Limited is entitled not to process such request, and the consequences of any impediment in the refunding process shall be borne by your end on your own account.
      4. After successfully receiving your Refund request on X Pay Platform, subject to Clauses 8.2 and 8.3 above, Zero Credit Limited shall, within seven (7) Business Days, process such request, refund the Refunded Amount to the Customer via our Payment Processor, charge you an amount equal to applicable Refunded Amount and Refund Fees, and update your Merchant Account to reflect the Refunded Amount, any applicable Refund Fees, and your adjusted balance. The manner and order in which the Refunded Amount is refunded to the Customer, including whether by way of a payment back to that Customer and/or by application to discharge any matured or unmatured Deferred Payment which remains owing by that Customer shall be determined by the Assignee in its sole and absolute discretion.
      5. You acknowledge and agree that any Refunded Amount due to be paid to the Customer is subject to handling methods outside Zero Credit Limited’s control, and you hold Zero Credit Limited harmless for any delays caused directly or indirectly by Payment Processor, or (in relation to the receipt of such Refunded Amount in the Customer’s bank account) any delays caused by any financial institution or its associated agents.
      6. Without prejudice to any of our other rights under the X Pay Merchant Agreement, any outstanding Refunded Amounts, together with the applicable Refund Fees for such Refunds, shall be set off against any present or future payments of the Assignment Settlement Amount and any applicable Service Fees refunded to you. In the event that any Refunded Amount and/or Refund Fees remain outstanding for a period of longer than fourteen (14) calendar days, Zero Credit Limited reserves the right to demand payment of the Refunded Amount and Refund Fees from you, and you shall make such payment within three (3) Business Days of written notice of such demand.
   9. CHARGEBACKS
      1. Upon the occurrence of a Chargeback or Assessment, Zero Credit Limited is entitled to charge you an amount equal to the full amount of the relevant Chargeback or Assessment and the applicable Chargeback and Assessment Costs, notwithstanding any expiry or termination of the X Pay Merchant Agreement or the X Pay Services.
      2. You agree that Zero Credit Limited reserves the right to deduct a part of the Assignment Settlement Amount (which would otherwise be payable to you) as determined by Zero Credit Limited from time to time, and retain such deducted amount as a Reserve Amount for any present or future payment obligations which you may owe to us (including any liabilities owed by us to a TPA and/or Payment Processor pursuant to a Chargeback or Assessment). We are entitled to apply the Reserve Amount (or any part thereof) in such manner and order as determined by us in our sole discretion to the satisfaction of such payment obligations.
      3. Where a Chargeback or an Assessment occurs and subject to Clause 9.5, we shall immediately be entitled to debit the Reserve Amount, and./or make a deduction/set-off from any present or future payments of the Assignment Settlement Amount and/or invoice the Merchant to recover: (i) the full amount of the relevant Chargeback or Assessment; and (ii) Chargeback and Assessment Costs.
      4. You shall not be liable for Chargeback and Assessment Costs where:
         1. in the event of a Chargeback arising out of a Service Failure, within 3 Business Days of Zero Credit Limited’s written request in respect of the same, you can produce authentic and legible documents, invoices or records to the reasonable satisfaction of the Payment Processor resulting in a full reversal or cancellation of the Chargeback or Assessment by the Payment Processor; and
         2. in the event of a Chargeback arising out of an Erroneous Transaction, within 3 Business Days of Zero Credit Limited’s written request in respect of the same, you can show to the reasonable satisfaction of the Payment Processor that you have done reasonable due diligence to avoid such Erroneous Transaction resulting in a full reversal or cancellation of the Chargeback or Assessment by the Payment Processor. We shall provide reasonable cooperation to you where you seek to investigate or dispute the validity of the claim or error relating to the Erroneous Transaction with the Payment Processor.

            Provided that notwithstanding the above, any final decision by the Payment Processor on any Chargeback or Assessment shall be binding on you.

      5. As Chargebacks and Assessments may arise a considerable period after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of the X Pay Merchant Agreement or the X Pay Services for any reason, we shall remain entitled to recover Chargebacks, Assessments and Chargeback and Assessments Costs from you in respect of all Chargebacks, Assessments and Chargeback and Assessment Costs that occur in relation to Transactions effected during the term of the X Pay Merchant Agreement.
   10. MARKETING

       You agree to assist Zero Credit Limited with respect to publicity and marketing activities for the Deferred Payment Structure and the X Pay Services (including but not limited to, marketing X Pay Services on your website and social media platforms, and displaying marketing collaterals such as posters, signboards and other publicity material within designated cashier counters area and certain visible areas) as requested by Zero Credit Limited, subject to Applicable Laws. Zero Credit Limited shall have the right to display representations of your logos and marks in all marketing and publicity material relating to the X Pay Services for the purpose of presenting you as being equipped with the X Pay Services. You agree to be responsible for any marketing which you cause to be published.

   11. MERCHANT OBLIGATIONS
       1. Where Customers use X Pay at your physical Sites, you agree to review whether a Customer has inputted the correct amount of the Purchase Price.
       2. You agree that:
          1. all Transactions shall be subject to Zero Credit Limited’s Fees;
          2. all X Pay Lead-Gen Transactions shall, in addition to the Zero Credit Limited’s Fees, be subject to the X Pay Lead-Gen Fees;
          3. all Refunds shall be subject to Refund Fees; and
          4. all Chargebacks and Assessments shall be subject to Chargeback and Assessment Costs, provided that, notwithstanding anything to the contrary in the X Pay Merchant Agreement, Zero Credit Limited shall be entitled to revise the fees specified in this Clause by giving you no less than fifteen (15) days’ prior written notice in the event that the costs, fees or expenses charged by a Payment Processor, TPA or other third party to Zero Credit Limited for such Transactions are increased.
       3. You acknowledge and agree that you shall use the X Pay Services solely for the purpose of offering your Customers the Deferred Payment Structure. Unless otherwise authorized in writing by Zero Credit Limited, you shall not (and shall procure that your employees shall not) use or attempt to use the X Pay Platform or the X Pay Services in a manner contrary to Applicable Laws, the terms and conditions of the X Pay Merchant Agreement or the Deferred Payment Agreement.
       4. You shall ensure that the Merchant Services sold to the Customers will comply with all Applicable Laws, rules and regulations, and will not infringe upon any third party’s rights and interests, including without limitation, intellectual property rights and proprietary rights.
       5. You shall bear and pay any and all applicable taxes imposed in connection with the performance of your obligations under the X Pay Merchant Agreement.
       6. You shall obtain and maintain in force all licenses, consents and approvals which may be necessary for the purposes of carrying out your obligations under the X Pay Merchant Agreement.
       7. You must make available to your Customers a fair and neutral refund, return and cancellation policy during the order process.
       8. You must not provide cash refunds for a charge on a credit card, accept cash, its equivalent, or any item of value for a refund, or submit a charge where the Transaction has not been completed.
       9. In the event that you have an objection in respect of any amount paid to your Payout Bank Account under the X Pay Merchant Agreement, you shall notify us within seven (7) calendar days of the payment of such amount to your Payout Bank Account, failing which you shall be deemed to have accepted such amount as correct and shall not be entitled to object to it thereafter. Nothing in this Clause shall preclude Zero Credit Limited from correcting any error or discrepancy in such amount paid at any time.
       10. You shall provide to us all co-operation, assistance, information and documents to recover any Deferred Payments from any Customer in respect of any Deferred Payment Agreement that has been assigned to the Assignee pursuant to the X Pay Merchant Agreement.
       11. You shall not purport to make any representations on behalf of Zero Credit Limited without prior written consent from the same.
       12. You shall notify us promptly if any representation or warranty made or taken to be made by you or on your behalf in or in connection with the X Pay Merchant Agreement or the transactions contemplated herein is found to be incorrect or misleading or deceptive when made or taken to be made.
       13. You shall take all actions necessary to protect the Receivables including but not limited to:
           1. comply in all material respects with all of your obligations under the Receivables, and under all applicable laws, rules, regulations and orders with respect to you and all Receivables;
           2. make all tax payments that relate to Receivables, and forthwith notify us if any such tax is not paid when due or if you contest your liability to such tax; and
           3. execute all documents and perform any act, matter or thing necessary to protect and enforce (in any way whatsoever) our interest in any Receivable to the fullest extent permitted by the terms of that Receivable.
       14. You shall notify us and furnish any details of any material claim, dispute or action involving the Receivables.
       15. Unless we provide our written consent to the contrary, you shall not:
           1. except as otherwise provided in the X Pay Merchant Agreement, sell, assign or otherwise dispose of, or create or allow to exist any security upon or with respect to, any Receivable, or assign any right to receive income in respect thereof;
           2. extend, amend or otherwise modify any Deferred Payment Agreement (including the Payment Schedule) in any manner; or
           3. take any action which may diminish, waive, concede or estop any of your rights in a Receivable or adversely affect the legality, enforceability or validity or the full and timely realization of such Receivable.
       16. You shall conduct all necessary checks and validation with a view to avoiding the entry into of any Erroneous Transaction.
   12. REPRESENTATIONS AND WARRANTIES
       1. You represent and warrant to us that:
          1. all information you provide to us is true, complete and accurate and that you have not misrepresented any information about your business;
          2. you are a company duly organized and validly existing under the laws of your incorporation;
          3. you have all requisite power and authority to conduct your business, own your properties, and execute, deliver and perform your duties, obligations, undertakings, warranties and covenants under the X Pay Merchant Agreement;
          4. the execution, delivery and performance by you of the X Pay Merchant Agreement have been duly authorized by all necessary corporate action, and do not and will not contravene any provision of your constitutional documents or any indenture, contract or agreement to which you are a party or by which you or your properties may be bound, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect applicable to you;
          5. all actions, conditions and things required by any Applicable Law or regulation to be taken, fulfilled and done, including the obtaining of any necessary authorisations, approvals, permits, licenses and consents, in order to enable you to lawfully to enter into, exercise your rights and perform and comply with your obligations under the X Pay Merchant Agreement, to ensure that those obligations are valid, legally binding and enforceable and to make the X Pay Merchant Agreement admissible in evidence in any court of competent jurisdiction have been taken, fulfilled and done in all material respects;
          6. you are solvent and will not become insolvent by reason of the sale and purchase of the Receivables or any other transactions contemplated by the X Pay Merchant Agreement;
          7. you have not taken any corporate action, nor have any other steps been taken or legal proceedings commenced or threatened against you for your winding-up, dissolution or reorganization or for the appointment of a receiver, liquidator or similar officer of you or of all or any of your assets or revenues; you are able to pay your debts generally;
          8. you are not subject to any corporate action, legal proceedings or other procedures in relation to a restructuring or reorganization or any analogous procedure under any similar applicable law;
          9. you have never: (i) experienced Chargebacks exceeding one per cent (1%) of your transaction values in the 12-month period preceding the execution of the X Pay Merchant Agreement; (ii) committed fraud; (iii) been terminated by a Payment Processor; (iv) been asked to terminate your agreement with a Payment Processor; or (v) been subject to any Payment Scheme’s monitoring programme(s);
          10. each assignment contemplated under the X Pay Merchant Agreement will be legal, valid and enforceable against you in accordance with the terms hereof and will be effective to transfer and assign the relevant Receivables and rights, benefits, title and interest as specified under the X Pay Merchant Agreement to us;
          11. in respect of each Deferred Payment Agreement:
              1. the Receivables under that Deferred Payment Agreement exists at the time of assignment;
              2. such Receivables shall be due and payable by the Customer on the due date specified in the Payment Schedule;
              3. such Receivables are not subject to any deduction, discount, set-off, suspension or counterclaim of any nature;
              4. such Receivables are solely, legally and beneficially owned by you and will be vested in, sold, assigned and transferred to us free and clear of all claims, liens, security interests, or other charges or encumbrances pursuant to the assignment under the X Pay Merchant Agreement;
              5. each sale and purchase of such Receivables under the X Pay Merchant Agreement is a sale and purchase transaction and the X Pay Merchant Agreement is not a sham intended to conceal, disguise, hide or mask the true agreement reached between the Parties;
              6. such Receivables are freely capable of being dealt with by you as contemplated under the X Pay Merchant Agreement;
              7. such Receivables are not the subject of any dispute between you and the relevant Customer or a denial of liability by the relevant Customer to pay any part of it, whether such denial is justified or not;
              8. such Receivables and transactions contemplated by the X Pay Merchant Agreement are based on a real commercial relations and that the Merchant Services which give rise to such Receivables have been or will be delivered and/or fulfilled;
              9. the obligations of each Customer under each Receivable are valid and binding and are enforceable against such Customer in accordance with their terms (subject to the laws relating to insolvency, bankruptcy, liquidation, administration, receivership, reorganisation and reconstruction);
              10. you have made no representation or statement to or reached an understanding with any Customer that diminishes, waives, concedes or estops you or your assignees from enforcing any rights thereunder; and
              11. you have provided to us all material information in relation to such Receivables.
       2. You confirm that each of the representations and warranties above are true and accurate and will remain true and accurate until the X Pay Merchant Agreement is terminated and no amounts remain outstanding by a Customer or by you to us pursuant to the X Pay Merchant Agreement.
   13. EXCLUSIVITY
       1. While the X Pay Merchant Agreement is in effect, you shall not, and shall cause your officers, directors, employees, affiliates and other agents not to, directly or indirectly, without Zero Credit Limited’s prior written consent:
          1. solicit or initiate discussions concerning the provision or receipt of, or engage any other party to provide, services similar in form or intent to the Restricted Business; or
          2. provide the Restricted Business for your or its own account.
       2. You agree that you shall only display Zero Credit Limited signs, decals or other identification prominently at all your points of purchase (including but not limited to in-store, in-app, and online).
       3. If you do not comply with any of your exclusivity obligations as set out above:
          1. We reserve the right to withhold any promotional rebate on Fees that we may offer you, and if such rebate has been made out to you we may make a deduction or set-off from the Assignment Settlement Amount to recover such rebates from you.
          2. We also reserve the right to withhold any marketing commitment funds from being disbursed, and if any monies have been disbursed to you or utilized in connection with such marketing commitment, we reserve the right to (i) clawback such monies and you shall promptly repay the monies upon demand by us; or (ii) make a deduction or set-off from the Assignment Settlement Amount to recover such monies from you.
   14. INDEMNIFICATION
       1. You agree to release, indemnify and hold harmless the Indemnified Parties from and against any costs (including reasonable legal fees), damages, claims, actions, expenses, losses or liabilities arising out of or related to:
          1. any failure or delay by you to pay any amount due under the X Pay Merchant Agreement;
          2. claims brought against us by any third party (expressly including the Payment Processor and the TPA) and/or otherwise incurred by us arising out of the Merchant’s and/or its representatives’ breach of the X Pay Merchant Agreement and/or any Applicable Laws, expressly and specifically in respect of all Chargebacks, Assessments and Chargeback and Assessments Costs under Payment Scheme rules;
          3. claims brought against us by any third party or Customers relating to or in connection with the Merchant Services provided by you;
          4. complaints, goods rejections, and disputes arising out of illegal, false, outdated or incomplete transactions;
          5. any breach by you of the terms of the X Pay Merchant Agreement or the Deferred Payment Agreement;
          6. any representation or warranty made or deemed to be made by you under or in connection with the X Pay Merchant Agreement proving to be incorrect or misleading when made or deemed to be made;
          7. any dishonesty, fraud or fraudulent misrepresentation by you, your affiliates or your employees;
          8. we acting in connection with the X Pay Merchant Agreement in good faith on any instruction purporting to originate from your offices or to be given by an authorized person of you; and
          9. any claim by any third party or any person relating to any breach (or alleged breach) of any intellectual property rights,

             unless such costs, damages, claims, actions, expenses or liabilities are caused by any negligence or willful act or omission of Zero Credit Limited. For the avoidance of doubt, the indemnity under this Clause does not extend to cases arising solely out of a non-payment by a Customer due to a Credit Event of that Customer.

   15. LIMITATION OF LIABILITY, LIMITED RECOURSE AND BUY-BACK

       1. To the extent permitted by law, under no circumstances shall the Indemnified Parties be liable to you for any indirect, incidental, consequential, special or exemplary damages (whether in contract, tort, equity or otherwise), arising out of or relating to the X Pay Merchant Agreement, the use of or inability to use the X Pay Platform and/or the X Pay Services, the Deferred Payment Structure, or Zero Credit Limited’s or your liabilities to third parties arising from any source.

       2. You agree that the aggregate liability of the Indemnified Parties to you for all claims arising out of or related to the X Pay Merchant Agreement or your use or inability to use the X Pay Platform, the X Pay Services, the Deferred Payment Structure, or Zero Credit Limited’s liabilities to third parties arising from any source, whether in tort, contract, indemnity or otherwise, will not (other than as may be required by applicable law in cases involving personal injury) exceed an amount equivalent to 50% of the Fees paid by the Merchant over the preceding 12-month period. These limitations will apply even if the above stated remedy fails of its essential purpose.

       3. If:

          1. any representation and warranty made by you under the X Pay Merchant Agreement is incorrect or misleading or you have breached any of your obligations and undertakings under the X Pay Merchant Agreement, and such misrepresentation or breach of warranty or obligation or undertaking in the determination of the Assignee (i) could reasonably be expected to affect the collection or recovery of a Deferred Payment from a Customer or (ii) which has or could result in a Customer failing to make payment of any part of a Deferred Payment on its due date; and/or

          2. there has been a dispute, Chargeback, Assessment or Cancellation or waiver of any Deferred Payment for any reason whatsoever,

             you shall upon our written notification, buy back from us the relevant assigned Receivables assigned under the X Pay Merchant Agreement for, an amount equal to the Repurchase Amount.

       4. Once a written notification is given to us pursuant to Clause 15.3, we agree to sell and assign absolutely to and vest in, and you are deemed to have accepted the assignment absolutely to and vesting in you of, all of such relevant Receivables. Such acceptance will constitute:
          1. a legal, valid and binding agreement between you and us on the terms contained in the X Pay Merchant Agreement (which you and us acknowledge and agree constitute arm’s length, market terms and conditions); and
          2. in respect of such relevant Receivables, without any further act or instrument by the parties, an immediate assignment and automatic vesting of our entire right, title and interest in such Receivables.

             For the avoidance of doubt, where you have bought back such Receivables in accordance with this Clause, we have no duty to account to you for any property, interest, right or benefit received by us prior to the date of notification.

       5. Without prejudice to any of our other rights under the X Pay Merchant Agreement, you agree and acknowledge that following a buy-back pursuant to Clause 15.3, we shall be entitled at our discretion to set-off any Repurchase Amount against any present or future Assignment Settlement Amounts or demand payment of any Repurchase Amount within three (3) Business Days of our written notice to you.
       6. We will have no recourse to you except as expressly provided in the X Pay Merchant Agreement (including this Clause) and the X Pay Merchant Agreement.
   16. DATA PRIVACY
       1. By using the X Pay Platform and X Pay Services, you hereby agree to handle any Personal Data which you may come into possession of arising out of the X Pay Merchant Agreement in a manner consistent with Zero Credit Limited’s Privacy Policy, accessible at the following link: https://zero-xpay.com/privacy-policy/ (or such other webpage as may be notified by Zero Credit Limited).
       2. Both Parties shall comply with all applicable data protection and privacy laws and regulations (including but not limited to the Personal Data (Privacy) Ordinance (Cap 486 of the laws of Hong Kong) in respect of Personal Data and shall have in place adequate safeguards to protect such Personal Data.
       3. By disclosing Personal Data to each other, each Party warrants that it has obtained the necessary consent from the relevant individuals in accordance with applicable data protection and privacy laws to disclose such Personal Data.
   17. ELECTRONIC COMMUNICATIONS
       1. All records and notices related to the X Pay Services will be sent electronically, via email or the X Pay Platform. To ensure that we are able to provide communications to you electronically, you agree to notify Zero Credit Limited immediately of any change in your email address. Until such time as your new email address has been received by us, any notification or communication provided to you at your previous email address shall be considered to have been delivered to and received by you.
       2. Notices from you to Zero Credit Limited may be sent via email to merchant@zero-xpay.com. Such notices shall be deemed received upon successful transmission unless stipulated otherwise.
   18. CONFIDENTIALITY
       1. Each Party shall at all times keep confidential and not disclose to any third party Confidential Information except as permitted by this Clause 18 and for the purposes of performing their obligations under the X Pay Merchant Agreement, and agrees to protect the Confidential Information with the same security measures and degree of care that would apply to the protection of its own confidential information.
       2. Notwithstanding Clause 18.1, the Receiving Party may disclose Confidential Information:
          1. where Zero Credit Limited is the Receiving Party, to affiliated entities and third-party payment providers;
          2. to its officers, directors, employees, auditors, advisors, subcontractors and other persons providing services to it where (provided that such person is under a duty of confidentiality in relation to the Confidential Information, professional, contractual or otherwise) to the extent necessary for the Receiving Party to perform its obligations under the X Pay Merchant Agreement;
          3. where requested or required by law, regulation and/or any court of competent jurisdiction or any competent banking, taxation, judicial, governmental, supervisory, regulatory or equivalent body; and
          4. to any other person where necessary for the performance of its obligations under the X Pay Merchant Agreement or with the consent of the Disclosing Party.
       3. Notwithstanding any other provisions of the X Pay Merchant Agreement, the obligations of confidentiality under this Clause 18 shall survive the expiration or termination of the X Pay Merchant Agreement for a period of one (1) year thereafter.
       4. Upon the expiration or termination of the X Pay Merchant Agreement for any reason whatsoever, or upon the Disclosing Party’s reasonable written request, the Receiving Party shall at its own cost, where technically practicable and within a reasonable time, return to the Disclosing Party or destroy (as the Disclosing Party shall specify) all copies of all the Disclosing Party’s Confidential Information in the Receiving Party’s possession.
   19. INTELLECTUAL PROPERTY
       1. All content included in or made available through X Pay Platform and/or X Pay Services, such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software is protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property rights) are owned by Zero Credit Limited or its affiliates. The copying, redistribution, use or publication by you of any part of the X Pay Services, unless expressly permitted, is strictly prohibited. Use of the X Pay Services does not give you ownership of any intellectual property rights in any of the content, documents or other materials you access. The posting of information or materials on the X Pay Services does not constitute a waiver of any right in such information and materials. For the avoidance of doubt, the use of the term “software” herein shall include its respective components, processes and design in its entirety.
       2. Nothing on X Pay Platform and/or X Pay Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Zero Credit Limited intellectual property displayed on X Pay Platform and/or X Pay Services. The name “X Pay”, “Zero Credit Limited” and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on X Pay Platform and/or X Pay Services, without prior written permission from Zero Credit Limited.
   20. TERM AND TERMINATION
       1. Unless otherwise agreed between the Parties in writing, the Term commences on the date that both Parties sign the X Pay Merchant Agreement and shall last for twelve (12) months.
       2. Upon expiry of the Term, the X Pay Merchant Agreement shall automatically renew on the same terms and conditions for successive twelve (12) month terms thereafter until and unless terminated by either Party by way of notice in writing issued to the other party no less than thirty (30) calendar days prior to the expiry of the prevailing Term.
       3. Notwithstanding anything in the X Pay Merchant Agreement, each Party may immediately terminate the X Pay Merchant Agreement if:
          1. required by Payment Processor, Payment Scheme and/or TPA;
          2. the other Party has materially breached any provision of the X Pay Merchant Agreement;
          3. the other Party repeatedly or continuously fails to meet its obligations under the X Pay Merchant Agreement and fails to, upon the other Party’s request, remedy such failure within thirty (30) calendar days;
          4. the other Party is in actual or potential breach of any legal or regulatory requirements;
          5. the other Party’s financial situation has significantly deteriorated, or a Credit Event occurs in relation to the other Party;
          6. the other Party goes into receivership or judicial management whether in Hong Kong or elsewhere; or
          7. the other Party has provided false, incorrect or misleading information, or has concealed matters of importance.
       4. Upon termination of the X Pay Merchant Agreement, regardless of the reason:
          1. Zero Credit Limited shall terminate the provision of the X Pay Services to you and shall issue a final invoice for all outstanding amounts owed by you to Zero Credit Limited.
          2. You shall stop using the X Pay Services, stop offering Customers the Deferred Payment Structure, and shall remove all marketing and advertising material related to Zero Credit Limited. Where required, Zero Credit Limited and you shall co-operate to achieve the above, including removing all Zero Credit Limited APIs, plugins, code and other Zero Credit Limited-related parts from the Sites as soon as possible.
          3. Zero Credit Limited reserves the right to:
             (i) pursue any outstanding sums due and owing to Zero Credit Limited in connection with the X Pay Merchant Agreement through third-parties and relevant legal means available to Zero Credit Limited; and
             (ii) notify any credit reporting agency or bureau located in Hong Kong or any agency or bureau that reports such credit reporting information to Hong Kong companies, and identify any outstanding amounts against your known details to Zero Credit Limited as at the date of termination of the X Pay Merchant Agreement.
          4. Clauses 5 (Your Merchant Account), 7 (Cancellations of Transactions), 8 (Refunds), 9 (Chargebacks), 14 (Indemnification), 15 (Limitation of Liability, Limited Recourse and Buy-back), 16 (Data Privacy), 17 (Electronic Communications), 18 (Confidentiality), 19 (Intellectual Property), 23 (Miscellaneous), 24 (Dispute Resolution) and 25 (Governing Law and Jurisdiction) shall survive the termination of the X Pay Merchant Agreement.
   21. TRANSFERS OR ASSIGNMENTS
       1. You shall not transfer or assign any rights and/or obligations you may have under the X Pay Merchant Agreement without Zero Credit Limited’s prior written consent.
       2. Zero Credit Limited shall be entitled to transfer or assign its rights and/or obligations under the X Pay Merchant Agreement to a third party without your consent or notice.
   22. AMENDMENTS
       1. Subject to Clause 22.2 below, the X Pay Merchant Agreement may not be amended without the prior written consent of the Parties.
       2. Zero Credit Limited may from time to time unilaterally modify provisions of the X Pay Merchant Agreement which apply generally to all merchants using X Pay Service, without requiring express or implied consent and with or without prior notice of such modifications, for below reasons:
          1. Zero Credit Limited introduces new products or services to the X Pay Platform and X Pay Services;
          2. amendments are required by law and/or regulations; or
          3. amendments, limitations or restrictions are required or imposed by Payment Processor, Payment Scheme and/or TPA,

             in such case Zero Credit Limited will inform you of the amendments as soon as practicable and within 7 (seven) Business Days from the implementation of such amendments.

   23. MISCELLANEOUS
       1. A person which is not a party to the X Pay Merchant Agreement has no rights under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the laws of Hong Kong) to enforce any terms of the X Pay Merchant Agreement, save that an Indemnified Party may enforce and rely on each provision of the X Pay Merchant Agreement which conveys a right or benefit or purports to convey a right or benefit to such Indemnified Party.
       2. If any provision of the X Pay Merchant Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of the X Pay Merchant Agreement shall not be affected thereby and shall be binding upon the Parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in the X Pay Merchant Agreement.
       3. The X Pay Merchant Agreement, including all documents or other material incorporated by reference, constitutes and contain the entire agreement between you and us with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other Party has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
       4. Nothing in the X Pay Merchant Agreement or any Deferred Payment Agreement shall be deemed to constitute or imply any partnership, joint venture, agency or fiduciary relationship or other relationship between you and Zero Credit Limited, other than the contractual relationship expressly provided for in the X Pay Merchant Agreement.
       5. No failure on the part of Zero Credit Limited to exercise and no delay on the part of Zero Credit Limited in exercising any right under the X Pay Merchant Agreement will operate as a release or waiver thereof, nor will any single or partial exercise of any right preclude any other or further exercise of it.
       6. The Merchant shall, upon the request of Zero Credit Limited, execute, stamp and deliver such documents or deeds as may be reasonably necessary to give full effect to the X Pay Merchant Agreement (including the assignment of the Receivables under the Deferred Payment Agreement(s)).
       7. The X Pay Merchant Agreement may be executed in one or more counterparts all of which taken together shall be deemed to constitute one and the same instrument.
       8. The X Pay Merchant Agreement shall continue to be valid and binding for all purposes notwithstanding any change at any time or from time to time in the present constitution of the Merchant whether by incorporation or by the retirement, death or admission of partners or otherwise and in the case where the Merchant is a sole proprietorship notwithstanding the change from the sole proprietorship to a partnership.
   24. DISPUTE RESOLUTION
       1. In the event of a dispute, controversy or claim between the Parties arising from or relating to the X Pay Merchant Agreement (a “Dispute”), Parties shall first:
          1. issue a written notice of the Dispute (“Notice”) to the other Party; and
          2. attempt to resolve such Dispute in good faith by negotiation for at least thirty (30) calendar days upon receipt of Notice.
       2. Your address for such Notices is the email address you have provided to us in the Information Schedule in Clause 1 above. Our address for such Notices is: by email to merchant@zero-xpay.com.
       3. If the Parties are unable to resolve the Dispute by negotiation in accordance with Clause 24.1 above within thirty (30) calendar days upon receipt of such Notice, the Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force at the time the notice of arbitration is submitted, which rules are deemed to be incorporated by reference in this Clause 24. The appointing authority shall be the HKIAC. The seat of the arbitration shall be Hong Kong. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
   25. GOVERNING LAW AND JURISDICTION

       The X Pay Merchant Agreement and the relationship between you and us are governed by, and will be construed under, the laws of Hong Kong Special Administrative Region of the People’s Republic of China, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

• Questions

  If you have any questions, complaints or claims with respect to the X Pay Services, please contact us at support@zero-xpay.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.