X Pay Service Deferred Payment Agreement

  1. This Agreement
    1. This Deferred Payment Agreement (the “Agreement”) is between you as a purchaser or user (“you”, “your” or “Customer” and includes your successors or assigns), and us as the provider or facilitator (“we”, “us”, “our” or “Merchant” and includes our successors or assigns) of services and/or goods (the “Merchant Services”) and applies only in the event you choose to pay for Merchant Services with us on a deferred and interest free basis according to a Payment Schedule (defined in Clause 2.4 below) presented to you at the time of the transaction (“Deferred Payment Structure”).
    2. By selecting the Deferred Payment Structure in relation to your payment for Merchant Services with us, you agree to be bound by the terms of this Agreement. Once a transaction under Deferred Payment Structure is approved and completed as per Clauses 2.3 and 2.4 below, you are deemed to have entered into this Agreement.
    3. The terms of this Agreement are in addition to and supplements our own terms and conditions (“Our Terms”) that you are bound to when engaging with us.
    4. The Deferred Payment Structure is a means of settlement of your obligation to pay for the Merchant Services provided or facilitated by us under Our Terms.
  2. The Deferred Payment Structure
    1. To offer this Deferred Payment Structure, we utilize the services of a third party technology service provider, Zero Credit Limited (“Zero Credit Limited”). Zero Credit Limited develops, maintains and operates the Zero Credit Limited’s website (including any subdomains thereof), mobile, tablet and other smart device applications and application program interfaces (collectively, the “X Pay Platform”) to facilitate the administration of the Deferred Payment Structure. The services performed by the X Pay Platform that facilitates the Deferred Payment Structure shall be referred to as the “X Pay Services”. Zero Credit Limited may engage a payment service provider (“Master Merchant”) to facilitate the provision of the X Pay Service to the Merchant.
    2. In order to use the Deferred Payment Structure, you must meet the eligibility requirements of Zero Credit Limited by accepting Zero Credit Limited’s X Pay User Terms of Service (“X Pay Terms”), available for review on the X Pay Platform, specifically:
      1. You have created, and maintain a valid and active account with Zero Credit Limited for use of and access to the X Pay Platform (“Account”);
      2. You are an authorized holder of your chosen payment method accepted by Zero Credit Limited from time to time (“Payment Method”); and
      3. You have met, and continue to meet, the eligibility requirements of the X Pay Terms.
    3. The approval of your use of the Deferred Payment Structure for each transaction will be at the sole discretion of us, the Master Merchant (if any) and/or Zero Credit Limited in each instance.
    4. For every transaction using the Deferred Payment Structure that has been approved, we will inform you, via the X Pay Platform, of (a) your total payment amount; (b) a payment schedule (“Payment Schedule”) showing amount and due date for each deferred payment (“Deferred Payment”); and (c) your preferred Payment Method. You must review, confirm and accept the above information (“Payment Schedule Confirmation”) before the transaction can be completed. These details are also available for view in your Account until you have fully repaid all applicable Deferred Payments. Your Payment Schedule and your Payment Schedule Confirmation are both hereby incorporated into this Agreement.
    5. Once a transaction under Deferred Payment Structure is approved and completed as per Clauses 2.3 and 2.4 above, you agree to pay and accept sole liability for the full amount of the Deferred Payments. Your preferred Payment Method will be charged on each due date specified in your Payment Schedule for collection of applicable Deferred Payment.
    6. You acknowledge and agree that once a transaction under Deferred Payment Structure is approved and completed as per Clauses 2.3 and 2.4 above:
      1. if the X Pay Service is facilitated by a Master Merchant, we will sell and assign absolutely to and vest in the Master Merchant all of our present and future rights, title and interest in and to the benefit under this Agreement (including but not limited to the right to receive the outstanding Deferred Payments set forth on your Payment Schedule), and all of our present and future rights, title and interest in all property, assets and sums derived from this Agreement (“Receivables”), and the Master Merchant will simultaneously sell and assign absolutely to and vest in Zero Credit Limited such Receivables;
      2. if the X Pay Service is not facilitated by a Master Merchant, we will simultaneously sell and assign absolutely to and vest in Zero Credit Limited such Receivables;
      3. we are deemed to have given you, and you are deemed to have received, notice of such assignment(s) described in Clause 2.6.1 or Clause 2.6.2 above; and
      4. upon such assignment(s), Zero Credit Limited will collect (by itself or through its agent) the Deferred Payments assigned by us or a Master Merchant (as applicable).
    7. If a Deferred Payment is not paid nor successfully processed on or before the relevant due date as specified in your Payment Schedule (including if the Payment Method is declined), you will be immediately suspended from the X Pay Platform and your Account may be deactivated (“Suspension”). We shall not be responsible or liable for any losses associated with the default of your payment obligations pursuant the Deferred Payment Structure.
    8. f applicable, in the event you are responsible for keying in the correct amount for your aggregate payment obligations for the Merchant Services and you make a mistake, you may request a refund. Please note that refunds are subject to Clause 4 below.
  3. Deferred Payment Authorization
    1. All Deferred Payments will be automatically charged to your preferred Payment Method in accordance with your Payment Schedule. You therefore hereby expressly consent to, authorize and instruct us, any Master Merchant and Zero Credit Limited (with or through any third party payment processors or providers) to initiate recurring debit card, or credit card and/or other types of payments from the preferred Payment Method in your Account for each Deferred Payment on the due dates set out in your Payment Schedule. If you have more than one credit card linked to your account, the payments will be charged to the Payment Method you have set as your preferred option or to the credit card used for the most recent payment by default.
    2. You acknowledge that you are giving us, any Master Merchant and Zero Credit Limited (with or through any third party payment processors or providers) the ability to collect or reverse variable payment amounts from or to your Payment Method, in accordance with your Payment Schedule and the terms of this Agreement.
    3. If your Account is subject to Suspension for late or rejected payments, you expressly consent to, authorize and instruct us to charge your preferred Payment Method and/or any other designated debit card or credit card to collect the total of any missed Deferred Payment at any time after the due date of the missed Deferred Payment. You agree that we may appoint third party collection agencies to collect any amounts owing to us under this Agreement without further notice to you.
  4. Refunds
    1. Any requests from you for refunds, returns, replacement, or waivers of payments for Merchant Services settled or to be settled under the Deferred Payment Structure shall be approved by us and/or any Master Merchant in accordance with our/ its applicable refunds policy.
    2. Any payments to be made to you in association with any refund, returns, replacement, or waivers of payments approved by us and/or any Master Merchant are processed by the X Pay Platform and are additionally subject to X Pay Terms as well as the terms and conditions of your preferred Payment Method.
  5. Complaints and Disputes
    1. If you have a complaint about Zero Credit Limited or the X Pay Platform arising out of or related to the Deferred Payment Structure, please follow the dispute resolution mechanisms set out in the X Pay Terms.
    2. If you have a complaint about us arising out of the transaction for which you chose to use the Deferred Payment Structure, please follow the dispute resolution mechanisms set out in Our Terms.
  6. Miscellaneous
    1. In the event of any inconsistency between the terms of this Agreement and any other terms between you and us in respect of the purchase by you of Merchant Services via a Deferred Payment Structure that is the subject matter of this Agreement, this Agreement shall control and govern the rights and obligations of the parties, unless stated otherwise.
    2. A person who or which is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the laws of Hong Kong) to enforce any term of this Agreement, save that a Master Merchant or Zero Credit Limited may enforce and rely on each provision of this Agreement which conveys a right or benefit or purports to convey a right or benefit to it.
    3. You shall not transfer or assign any rights and/or obligations you may have under this Agreement without our prior written consent. We may transfer or assign our rights and/or obligations under this Agreement to a Master Merchant, Zero Credit Limited or a third party without your consent or notice.
    4. This Agreement is 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 not applicable to this Agreement.
    5. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this 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 this Agreement.
    6. This Agreement is available in English and Chinese versions. In the event of any conflict between the English text and Chinese text, the English text shall prevail.