10 February 2017
GENERAL TERMS AND CONDITIONS
NEAT LIMITED – MOBILE APP
1.1 You should read these General Terms and Conditions carefully and make sure that you understand them before using the Neat App. If you do not accept these General Terms and Conditions, you may not access or use the Neat App.
(A) these terms and conditions;
(C) all other documents referred to herein,
in the event of inconsistency between the terms and conditions of the documents listed above, (A) shall take priority over both (B) and (C), and (B) shall take priority over (C). In case of discrepancies between the English and any Chinese versions of the General Terms and Conditions, the English version shall apply and prevail.
1.2 These General Terms and Conditions were most recently updated on September 30, 2016. Neat amends these General Terms and Conditions from time to time as set out in Clause 3.5 . The version of these General Terms and Conditions in force at the time you access or use the Neat App shall apply at that time.
2.1 In these General Terms and Conditions, unless the context otherwise requires, the following words have the following meanings:
"AMLO" means the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615).
"App" or "Neat App" means the Neat mobile application of Neat Limited, as available in the relevant app store for your Device.
"Business Day" means between the hours of 09.00 to 17.00 in Hong Kong not including Saturdays, Sundays or any public or statutory holidays in Hong Kong.
"Contents" means all or any of the data, texts, buttons icons, links, HTML codes, trademarks, softwares, music, audio and/or visual information, photographs, graphics, pictures, series of moving pictures, (animated or otherwise), movies, merchandises, products, advertisements, services or any compilation collection combination of all and/or any of the items mentioned above and/or any other contents materials and/or information displayed on the App, including these General Terms and Conditions.
"Device" means any smartphone or handheld device that is controlled by you and onto which the Neat App can be downloaded.
"End User" or "you" means an end user of the App.
"ePaylinks" means ePaylinks Technology Co., Limited (易票聯支付技術有限公司) a company incorporated in Hong Kong with company number 0364134.
"Force Majeure Events" means any event arising from any cause preventing a party from performing any or all of its obligations under these General Terms and Conditions which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented.
"General Terms and Conditions" means the terms and conditions governing Neat"s provision of, and your rights of access and use of, the Neat App, and comprise the documents set out in Clause 1.1.
"Marks" has the meaning given to it in Clause 16.3 .
"MasterCard" means MasterCard Inc.
"Neat" or "Neat Limited" or "we" or "us" means Neat Limited a company incorporated in Hong Kong with company number 2312276 or any of its affiliates.
"Prepaid Card" means the co-branded prepaid card issued by ePaylinks and licensed by MasterCard Asia/Pacific Pte Ltd upon application by an End User, subject to ePaylinks" terms and conditions.
"Prepaid Card Account" means your account with ePaylinks for the purpose of ePaylinks issuing a Prepaid Card to you.
"Services" means the services offered by us to you via the Neat App as set out in Clause 3.1 .
"Transaction" means a transaction, including the purchase of goods and/or services, effected by the use of the Prepaid Card.
(A) open a Prepaid Card Account; and
(B) order a Prepaid Card; and
(C) get instructions to facilitate top-ups of your Prepaid Card Account; and
(D) check the balance of your Prepaid Card Account; and
(E) check the transaction records of your Prepaid Card Account; and
(F) analyse your spending behaviour; and
(G) make peer-to-peer payments to other Neat App users
(H) set spending budgets and related alerts; and
(I) remotely switch on or off the usage of your Prepaid Card; and
(J) help you with any issues related to your Prepaid Card Account you may have
(together, the "Services"). Not all of the above Services may be available to you. You must not use the Neat App for any other purpose.
3.2 You acknowledge and agree that:
(A) provision of the Services is conditional upon your successful completion of verification of identity for the purpose of the AMLO; and
(B) By tapping "SIGN UP" in the Neat App you shall be legally bound by these General Terms and Conditions and hereby authorise Neat to allow access to the designated account(s) in order to provide you with the Services; and
(C) the effective date of these General Terms and Conditions is the date upon which you first tap "SIGN UP" in the Neat App.
3.3 The issue of the Prepaid Card is the responsibility of ePaylinks. Neat does not offer prepaid cards or any other stored value facility. You are responsible for complying with the terms and conditions provided by ePaylinks in order to maintain the continued validity of your Prepaid Card. We do not guarantee that the application for a Prepaid Card will be made successfully. In addition, upon successful application for a Prepaid Card, we are not liable for the refusal by any merchant to accept your Prepaid Card as a form of payment.
3.4 We are not responsible for authorising, validating or effecting any Transaction or crediting any refunds to your Prepaid Card Account. No dispute relating to your use of the Prepaid Card with ePaylinks, any authorised merchants or other third parties shall prejudice your responsibilities to Neat under these General Terms and Conditions.
3.5 We reserve the right to change the provisions of these General Terms and Conditions from time to time and such changes will be communicated in accordance with Clause 12 of these General Terms and Conditions. If you continue to use our Service via the App after such changes have been notified, this will constitute acceptance of the amended terms and conditions.
4.1 You may access and use the Services upon successful registration of a personalised account with us and completion of the relevant login code and password.
4.2 In order to register for a personalised account with us,
(A) you must be a natural person who is 16 years old or above, reside in Hong Kong or be a citizen of any country that is not on this sanctions list ; and
We reserve all rights, at our sole discretion, to set other eligibility criteria or revoke an account without giving any reason for doing so.
(A) Your current and valid passport; and
(B) a utility bill or other official correspondence not older than 3 months prior to your account opening application, identifying you as being a resident at your legal address.
The verification process is conducted by Neat on behalf of ePaylinks.
5.3 If you fail to provide the information pursuant to Clauses 5.1 and 5.2 above, we may refuse to open an account for you and/or ePaylinks may refuse to issue a Prepaid Card to you.
6.1 In consideration of you agreeing to comply with these General Terms and Conditions, we grant you a non-transferable, non-exclusive license to use the App on your Device, subject to the terms entered into between you and the relevant app store provider. We reserve all other rights.
6.2 Subject to Clauses 7 , 8 and 16 below, You may:
(A) download and install a copy of the App onto your Device and to view, use and display the App on the Device for your personal purposes only; and
(B) use the information displayed on the App for your personal purposes only.
6.3 Your Neat App account is accessed by using a unique login code and a password as specified by you to ensure that your account is safe from unauthorised access by any third parties
6.5 You must take all reasonable precautions to keep safe and prevent fraudulent use of your Device and security information. These precautions include:
(A) not leaving your Device unattended whilst logged in the account;
(B) keeping your security details unique and distinguishable for the account;
(C) if you choose to activate fingerprint sign-on, ensure that yours is the only fingerprint registered on the Device;
(D) keeping login code, password or other security features introduced in connection with the Neat App strictly confidential and secure against tampering, unauthorised use or disclosure;
(E) referring to and complying with all security procedures, conditions and directions regarding access to and use of the Neat App as notified by us from time to time, including procedures relating to the use of login codes; and
(1) of your login code or password having been accessed or disclosed to unauthorised third parties or otherwise compromised;
(2) that you have any reason to suspect unauthorised use of your login code and/or password; or
(3) of your Device being lost or stolen.
6.6 We may act and rely on the correct entry of a login code and password as conclusive evidence of your identity to whom the login code is assigned to. Unless Neat is notified in accordance with Clause 6.5(F) :
(A) we will not be obliged in any manner to investigate or take any other step to verify your identity; and
(B) you will remain liable for any access and/or use of the App and the consequences of such use.
6.7 With the exception of any service provided by us at our discretion from time to time, you acknowledge and agree that you are responsible for obtaining at your sole cost any relevant licences, consents, software, Internet connectivity and equipment necessary for the End User(s) to access and use the Neat App.
7.1 By choosing to use the Neat App, you acknowledge and agree that:
(A) any information displayed on the App is provided for your information only and is not to be further distributed without the consent of Neat. Neat accepts no liability whatsoever for the actions of third parties in this respect;
(B) we cannot guarantee that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your Device. We are not responsible for any loss you may incur as a result of this;
(C) the Neat App is provided "as-is" with no warranty, representation, guarantee or agreement of any kind as to its functionality, merchantability, quality or fitness for any particular purpose;
(D) Neat assumes no responsibility for the content of website links within the App or third party software or services that may be offered through the App (including those provided by ePaylinks). The ability to access such links, software or services should not be interpreted as an endorsement by Neat. Neat is not be liable for any loss or damage that may arise from the End User"s accessing or using such links, software or services; and
(E) in order to ensure that the App will function properly and efficiently, we may carry out regular testing of the App which may require periodic updates to the App to be installed. For some Devices, such updates will be downloaded automatically; you are otherwise required to download and install the update supplied by the relevant app store provider or operator for your Device. Depending on the update, you may not be able to use the App until the latest version has been installed.
7.2 You must not:
(A) use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these General Terms and Conditions, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
(B) infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not licensed by these General Terms and Conditions);
(C) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
(D) use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(E) collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
7.3 You agree:
(A) not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
(D) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing to the extent permitted by applicable laws and regulations;
(F) you must not use the App on any Device or operating system that has been modified outside the Device or operating system vendor supported or warranted configurations. This includes Devices that have been "jail-broken" or "rooted".
8.1 You acknowledge and agree that information displayed in the App may not be the same as that displayed in the system of ePaylinks in connection of your Prepaid Card Account, owing to the different data feeds of the two services. Please refresh the Neat App frequently to ensure the latest data feeds are reflected.
8.2 Information displayed in the App including transaction records of your Prepaid Card Account is solely prepared for your convenience and may not fully and accurately reflect all transactions which have been carried out using your Prepaid Card during a relevant period owing to various reasons including the difference in time zones and settlement procedures.
8.3 You acknowledge and agree that you shall not rely on any and all information displayed in the App for tax or other reporting purposes.
8.4 Neat is not be responsible for:
(A) any loss or liability sustained or borne by you due to the improper use of the Prepaid Card, the malfunctioning of the Prepaid Card or any other system provided by ePaylinks, the use of any services or supply of any products provided by ePaylinks in connection to the Prepaid Card;
(B) any delays or errors in the provision of ePaylinks" services in connection with your Prepaid Card; or
(C) loss or damage of any nature directly or indirectly sustained by you due to any suspension, cancellation, termination or non-approval by ePaylinks.
9.1 We do not guarantee that you will have error-free, uninterrupted access to the Services. You acknowledge and agree that there may be occasions where the Services are disrupted or delayed from time to time for whatever reason and are not available for access or use.
9.2 We hereby exclude any and all liability to each End User and/or any third party for any loss, damage or claims arising from or in connection with:
(A) delays, disruption, technical faults, breakdowns, non-availability or interruptions (including maintenance work), transmission errors, illegal interventions into transmission networks, interception, suspension, delay, loss, mutilation or other failure of Services;
(B) a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your Device, other computer equipment, software, data or other proprietary material due to the use of the Services or the downloading of any content in them, or on any website linked to them;
(C) Force Majeure Events; and
(D) IT or communication systems/computers of the End User or of any third party (including systems in the public domain).
10.2 In addition to the fees referred to in Clause 10.1 above, your Device network operator may charge you for accessing the App and these charges may vary if you access it when abroad. You are responsible for these charges.
12.1 Communications between the End User and Neat shall be by email, chat, telephone, post, or by a notification message within the Neat App. As part of the sign up process for the Neat App, you will supply an address, an email address and a telephone number to Neat at which you may be contacted for the purpose of such communications. Should there be any change to your contact details during the term of these General Terms and Conditions, you will immediately notify Neat and provide your updated contact details in the relevant form specified. Requests for alterations will be processed within a reasonable period, and until Neat has processed the alteration the most recently supplied contact details shall be valid.
12.2 Any notice, demand or communication to be given by us to you shall be deemed to have been given if:
(a) sent by email to the email address provided by you;
(b) sent by hand or post to any address provided by you,
and any notice sent by us shall be deemed (notwithstanding that it may not in fact be received and even if we know of such fact) to have been received on the calendar day of dispatch if delivered by hand or email and on the following calendar day if delivered by post.
12.3 You agree that all telephone calls and email communications may be recorded electronically for training and other purposes and you herewith explicitly consent to such recordings. We retain the right to erase communication records in accordance with our internal policy and applicable data protection and retention laws and regulations.
13.1 You agree to indemnify us for ourselves and on behalf of our employees, officers, nominees and agents (each an "Indemnified Party") against any and all claims, demands, actions and proceedings, and any and all damages, liabilities, losses (including direct, indirect or consequential losses) and expenses (including legal fees, duties and taxes) which the Indemnified Party may incur or suffer arising from or in connection with:
(A) any breach of or non-compliance with these General Terms and Conditions by you; and
(B) any representation, warranty or information made or provided by you.
14.1 We may at any time at our discretion and without giving any notice:
(A) suspend your use of the Neat App; and/or
(B) block or suspend the use of any account or otherwise disable or suspend or terminate the access of any End User to the Neat App,
for any reason whatsoever, including reasonable suspicion of fraudulent or unauthorised access or use of the Neat App, loss of your Prepaid Card, or deactivation of your Prepaid Card Account; or if there are any legal obligations we are required to meet.
14.2 We will try our best to give you prior notice via e-mail, chat, SMS or notification message in the App and reasons of any suspension. However, we will not do so if: (a) this would compromise our reasonable security measures, (b) it is unlawful to do so, or (c) we are unable to contact you.
14.3 If you have entered incorrect login code and password on five occasions we will suspend your access to the Neat App. We will not restore blocked access or reset your login details unless and until requested by you and subject to you being able to identify yourself and answering our security questions correctly.
14.4 If you have any questions regarding your login or lifting of the suspension, please send us an email at email@example.com.
15.1 You may terminate our service within 14 days" written notice to the following email address: firstname.lastname@example.org The notice period begins upon our receipt of your written notice. We will pass on your notice of termination to ePaylinks but this does not affect your contractual relationship with ePaylinks or validity of your Prepaid Card unless and until ePaylinks notifies you separately.
15.2 We may immediately suspend or terminate your App account or any Services we are providing to you if:
(A) you have not used the App for 12 months, in which case you will have to re-register to re-activate your account;
(B) we have reasonable grounds to suspect that:
(1) you commit a material or persistent breach of these General Terms and Conditions;
(2) you have acted fraudulently or there has been fraud involving any of your accounts in the Neat App or the use of Prepaid Cards;
(3) your security details have not been kept safe;
(4) there has been unauthorised or fraudulent use of your security details for the Neat App;
(5) you have committed or are about to commit a crime in connection with your account;
(6) you have not satisfied the anti-money laundering requirements related to Clause 5 above.
(C) you did not meet the eligibility criteria, as determined by us from time to time, to register for a Neat App account;
(D) the Neat App is withdrawn by the manufacturer of your Device operating system or, any intermediary;
(E) we cease to support the Neat App on your Device or the operating system it runs; or
(F) we reasonably consider that by continuing our contractual relationship under the General Terms and Conditions:
(1) we may break a law, regulation, regulatory guidelines and code, court order or other duty; or
(2) we may be exposed to action or censure from any government, regulatory authority or law enforcement agency.
15.3 We will notify you immediately upon termination of your account or service with us. Notification may be made via email, chat, SMS, phone, a message when you log onto the App, by post or in any other way that will be sent to you individually.
15.4 We may close your account or cease to provide our service to you for any other reason by giving you at least two months" notice.
15.5 On termination for any reason pursuant to this Clause 15 :
(A) all rights granted to you under the General Terms and Conditions shall cease;
(B) you must immediately cease all activities authorised by the General Terms and Conditions;
(C) you must immediately delete or remove the App from your Device, and immediately destroy all copies of information about the App then in your possession, custody or control;
(D) you remain liable for all fees and charges incurred from using the Prepaid Card; and
(E) we shall have no responsibility to return to you any balance of your Prepaid Card Account. Any such request must be directly made to ePaylinks.
16.1 Your rights are limited to using the App in accordance with these General Terms and Conditions. All title, ownership rights and intellectual property rights in or relating to the Services, any related services or information transmitted by, to or over the Services and information regarding the use of Services will remain with Neat or its licensors. Nothing in these General Terms and Conditions will be construed as conferring on any End User any licence of any of Neat"s or any third party"s title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise. These are licensed but not sold to you.
16.2 You agree and acknowledge that you have no right to have access to the App in source-code form.
16.3 Unless otherwise indicated, we own the intellectual property rights including but without limitation to trademarks, logos and service marks (the "Marks") and copyright of all the Contents. Nobody or any End User is allowed to use, copy, alter, modify, extract, share or reproduce any of the Marks for any other purposes or for gain without our prior written approval. We reserve all rights to take criminal and/or civil actions as may be advised against any person, corporate or entity for infringing any of our intellectual property rights regarding the Marks.
17.1 Neat"s records in relation to the access and the use of the Neat App by an End User will, in the absence of manifest error, be binding and conclusive evidence. You agree that such records are admissible in evidence and you waive any right to challenge or dispute the admissibility, reliability, accuracy or authenticity of the contents of such records merely on the basis that such records were incorporated or produced by or were the output of a computer system and/or are set out in electronic form.
17.2 Without prejudice to Clause 8 , where an End User receives any information or other statements or records of any instructions, communications, operations or transactions received via or in connection with the Neat App, the End User must inform us of any mistake or omission or disagreement within fourteen (14) days from the date such information, statement or record was sent, failing which the End User shall forfeit the right to dispute the accuracy of such information, statement or record.
18.1 These General Terms and Conditions will be governed by and construed in accordance with the laws of Hong Kong and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong to settle any disputes which may arise out of or in connection with these General Terms and Conditions. This Clause 18.1 is for the benefit of Neat and will not limit any right of Neat to take proceedings in any other court of competent jurisdiction in relation to these General Terms and Conditions.
19.1 Headings used in these General Terms and Conditions are for ease of reference only and shall not be deemed to be a part of these General Terms and Conditions or be taken into consideration in the interpretation or construction hereof. Where the context so requires, words importing the singular shall include the plural and vice versa. Any words following the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Unless the context otherwise requires, "Clause" means a clause of these General Terms and Conditions.
19.2 Nothing in these General Terms and Conditions operate to prevent or limit Neat"s right to assign, novate, sub-contract or otherwise transfer or confer any benefit or interest derived from or in connection with these General Terms and Conditions in favour of any other person. These General Terms and Conditions are personal to the End User and the End User will not assign, novate, sub-contract or otherwise transfer or confer any benefit or interest under or in connection with these General Terms and Conditions in favour of any other person without Neat"s prior written consent.
19.3 If any part of these General Terms and Conditions is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed herefrom and rendered ineffective where possible without modifying the other provisions of these General Terms and Conditions.
19.4 Nothing in these General Terms and Conditions will reduce your statutory rights including your rights relating to mis-described accounts or services, the fairness of terms on which they are provided to you and/or any rights you may have to close your account.
Version: 10 February 2017