Terms of Use
1. General Terms
BBMSL LIMITED (“BBMSL”) hereby agrees to provide Payment Services (as defined hereinafter) and lease to the Merchant the type and number of units of mobile point-of sales payment devices as set out in the Application Form enclosed hereto (hereinafter referred to as the “Equipment”), and the Merchant hereby agrees to take the Equipment on lease from BBMSL, all in accordance with the terms and conditions of this Agreement.
BBMSL shall deliver and make the Equipment available to the Merchant by installing the Equipment connecting with BBMSL’s payment system in the Merchant’s premises for processing/collecting payments from the Merchant’s customers (the “Payment Services”) in accordance with the Application Form enclosed hereto.
2. Merchant Services
2.1 Payment System
BBMSL has the rights to substitute, add, remove, upgrade or otherwise, modify part or all of the components and modules of the Payment System at any time at the discretion of BBMSL without any prior notice.
The Merchant agrees that BBMSL has the rights to perform scheduled maintenance and non-scheduled maintenance of the Payment System.
2.2 Equipment Lease
BBMSL hereby agrees to lease to the Merchant the Equipment, and the Merchant hereby agrees to take the Equipment on lease from BBMSL, all in accordance with the terms and conditions of the Agreement.
Subject to early termination as elsewhere herein provided, the term of the lease period of each unit of Equipment leased by BBMSL to the Merchant shall be twenty-four (24) consecutive calendar months, starting from the Installation Date set out in the Application Form (hereinafter referred to as the “Lease Period”). The Lease Period will automatically renew at the end of each term for a further term of twenty-four (24) calendar months unless terminated in accordance with Clause 9 of the terms and conditions of this Agreement.
2.3 Use of the Payment Devices
BBMSL permits the Merchant to use the Equipment only in the manner as set out in the terms and conditions of this Agreement. The Merchant shall have no property right or interest in the Equipment. The Merchant shall not allow any other parties to use the Equipment without the consent of BBMSL. Nor does it is also not allowed to sell or lease to third parties to use the company’s payment services to provide services and product sales to cardholders, and it is also impossible to conduct financial arrangements or venture capital of any nature.
The Merchant will:
(i) ensure that the Equipment will at all times be kept, used and operated with reasonable care, in accordance with the operating instructions for the use of the Equipment (“Operating Instructions”) provided by BBMSL from time to time and all applicable laws and regulations relating to possession, maintenance or use of the Equipment, only by appropriately trained staff member(s) of the Merchant;
(ii) not alter, adapt, modify or otherwise tamper with the Equipment (or any part or programme thereof);
(iii) not deface, obliterate, remove, cover up or otherwise interfere with any markings thereon;
(iv) not sell, assign, transfer, lease, create or allow any encumbrance to be created on the Equipment;
(v) not deal with or otherwise part or share with the possession of the Equipment;
(vi) ensure that at all times during business hours of the Merchant at least one member of the Merchant’s staff, who has received appropriate training in the Equipment’s operation and is familiar with the Operating Instructions, is responsible for overseeing and operating the Equipment in a proper manner; and
(vii) promptly report to BBMSL any fault or suspected fault in the Equipment’s operation.
2.4 Loss or Damage
The Merchant shall not disturb, deface, alter or remove the labels or the identification that may be found on the Equipment or any part thereof without BBMSL’s prior written consent. The Merchant shall undertake to keep the Equipment in good condition (reasonable fair wear and tear are acceptable).
The Merchant shall be responsible for the loss or damage to the Equipment caused by the willful act or negligence or default by the Merchant or its agents or employees. If the Equipment is lost, damaged or destroyed as a result of the willful act or negligence of the Merchant or its agents or employees, the Merchant shall, within thirty (30) days upon demand in writing from BBMSL, be responsible for paying BBMSL the cost of repairing or replacing the Equipment in accordance with the rates reasonably quoted by BBMSL. In any event, the total cost for either repair or replacement of the Equipment or accessories shall not exceed the amount indicated in the Appendix A.
2.5 Use of Operating Instructions
BBMSL will, from time to time, provide the Operating Instructions to the Merchant for the use of the Equipment. The Merchant shall ensure that any transaction to be made through the Equipment shall follow the Operating Instructions as may be reasonably practicable and to abide by the instructions relating to the use of the Equipment. BBMSL shall have the sole right and absolute discretion to amend the Operating Instructions, which amendments shall become effective upon a notice in writing of such amendments being given to the Merchant. In the event of conflict between the Operating Instructions and the provisions contained in this Agreement , the latter shall prevail. The Merchant is not allowed to alter or tamper with any program(s) in the Equipment without prior written consent from BBMSL.
2.6 Malfunction or Interrupted Service
In the event that the Equipment becomes malfunctional or fails to access to BBMSL payment system to enable and facilitate the Payment Services for any reason whatsoever, the Merchant shall not continue to use the Equipment further on and BBMSL shall not be responsible for any unexpected outcomes, losses or damages incurred whatsoever.
2.7 Sales Record Keeping
The Merchant shall preserve all documents and records (including, without limitation, the Merchant’s sales slips) relating to each transaction paid through the Equipment and/or BBMSL payment system (the “Transaction(s)”) for at least twenty four (24) calendar months from the date of the sales slip or the later date of the credit slip for the Transaction (if any) and produce to BBMSL such documents, records and/or the Merchant’s books and other records as may be required by BBMSL from time to time for any purpose within five (5) days from the date of BBMSL’s request.
3. Disclaimer of Liabilities
The Merchant acknowledges that its entry into this Agreement is not based or otherwise in reliance on any representation, statement or warranty in whatever form made by or on behalf of BBMSL (which, if made, shall all be hereby deemed as withdrawn and revoked) other than those set out in the terms and conditions of this Agreement.
BBMSL shall not be liable to the Merchant or any customer of the Merchant as to the accuracy or validity of any point of sale authorization communicated by BBMSL in connection with the use of the Equipment.
Unless caused by the willful act or gross negligence or default by BBMSL or its agents, employees or subcontractors, BBMSL shall not be liable to the Merchant (whether for loss of profit or otherwise) from any suspension or interruption of Payment Services.
BBMSL shall not be liable to the Merchant or any other person(s) claiming through or under or on trust for the Merchant under any circumstances whatsoever for the loss, damage, costs, expenses, liabilities, actions, claims, or proceedings which the Merchant or any such person(s) may suffer, sustain or incur as a result of, in connection with, or arising out of the possession or use of the Payment Device or in connection with this Agreement unless the same is caused by the willful act or gross negligence or default of BBMSL or its agents, employees and/or subcontractors.
4. Merchant Obligations and Responsibilities
4.1 Customer Due Diligence
In an effort to fight against Anti-money laundering (AML) and facilitate Combating the Financing of Terrorism (CFT), the Merchant agrees to provide accurate and complete information, documents and proofs (referred collectively as “Merchant KYC Data”) requested by BBMSL as part of the Know-your-customer (“KYC”) process at account opening upon the application of the Merchant.
The Merchant warrants that all the data provided is correct and up-to-date and agrees to provide BBMSL written notice of any material changes within seven (7) days, including any change of its directors, shareholders and/or ultimate beneficial owners.
The Merchant agrees that BBMSL may conduct further checks on the identity, credit status and background of the Merchant and its directors, shareholders and/or ultimate beneficial owners by contacting and consulting various registries, government authorities or other relevant sources.
BBMSL may from time to time request the Merchant to provide additional financial and other information for identity check, regulatory compliance check and risk management purposes. BBMSL reserves the right to suspend the provision of Payment Services to the Merchant until such additional financial and/or other information is provided.
The Merchant authorizes BBMSL to submit the Merchant KYC Data to relevant payment service providers and banking partners for account opening purpose and other ongoing KYC monitoring purposes.
BBMSL is responsible to perform due diligence before accepting a merchant as its customer, and to assess the customer’s risk level (“Due Diligence Obligations”). The Merchant must assist BBMSL in fulfilling its Due Diligence Obligations in order to successfully open an account with BBMSL and register as a registered merchant of BBMSL. After the registration, the Merchant must cooperate to provide the necessary information in accordance with the request of BBMSL, in particular when large or unusual transactions occur. If the Merchant fails to cooperate as required, it will be regarded as a material breach of the terms and conditions of this Agreement.
The following Merchant KYC Data are the basic documents that BBMSL requires the Merchant to provide Due Diligence and account opening purposes:
(i) copy of the Business Registration Certificate;
(ii) copy of Certificate of Incorporation (for limited company);
(iii) copy of Hong Kong Identity Card of the shareholders and ultimate beneficial owners;
(iv) copy of Bank Statement/ Bank Book/ Card/ Cheque (within latest 3 months);
(v) copy of Store Photos (storefront with signboard and shelf / store interior);
(vi) copy of the Electronic Extract of Information (EI);
(vii) copy of Annual Return (NAR1) / Incorporation Form (NNC1);
Should BBMSL requires further information, the Merchant agrees to collaborate with BBMSL and provide the specific information and/or documents as requested by BBMSL.
4.2 Merchant Representation and Warranties
The Merchant makes each of the following representations and warranties to BBMSL, and acknowledges that BBMSL is relying on these representations and warranties in providing Payment Services to the Merchant:
(a) Authorization. The Merchant represents and warrants the following (collectively, the “Authorization Warranties”):
It is an independent business entity, which has been duly incorporated with limited liability and is validly existing and in good standing under the laws of the jurisdiction of its place of incorporation;
It is properly registered to do business and has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business, including the products and services. It will renew and maintain all these license(s) and permits required;
the products and services of the Merchant are compliant with the Trade Descriptions Ordinance (Cap. 362 of the laws of Hong Kong), without inaccurate misleading or fraudulent claims;
the products and services of the Merchant do not infringe any third party’s copyrights, intellectual property rights, patents or other interests of any third party;
the products and services of the Merchant are compliant with the Payment Scheme Rules, with any Payment Processing Partner’s Rules (if any), applicable laws under the Payment Systems and Stored Value Facilities Ordinance (Cap. 584 of the laws of Hong Kong) and the applicable laws of the Hong Kong Special Administrative Region; and
It has the corporate power, authority and legal right to execute and perform this Agreement and to carry out the transactions and its obligations contemplated by this Agreement.
(b) Validity. The Merchant represents and warrants that once duly executed by the Merchant this Agreement shall constitute valid and binding obligations on the Merchant, enforceable in accordance with its terms. Except as otherwise stated in this Agreement, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Merchant in order to enter into this Agreement and perform its obligations.
(c) Litigation. The Merchant represents and warrants that there is no litigation, proceeding or investigation of any nature pending or, to the Merchant’s knowledge, threatened against or affecting the Merchant or any of its affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement.
4.3 Merchant’s Facilities
The Merchant agrees that it is the sole responsibility of the Merchant to provide its own facilities necessary for utilizing any of the relevant services (the “Merchant Services”), including without limitation:
(i) Electricity
(ii) Internet connectivity
(iii) Telecommunication and networking equipment
(iv) Computer, mobile phones, tablets and other computing systems
(v) Any other hardware/ software systems
4.4 Proper Use of Payment System
The Merchant agrees the following:
(i) It shall ensure that the Equipment will at all times be kept, used and operated with reasonable care, and in accordance with the Operating Instructions from time to time prevailing and all applicable laws and regulations relating to possession, maintenance or use of the Equipment, and only by appropriately trained staff members of the Merchant;
(ii) It shall not alter, adapt, modify or otherwise tamper with the Equipment (or any part or programme thereof) nor deface, obliterate, remove, cover up or otherwise interfere with any markings thereon;
(iii) It shall neither sell, assign, transfer, lease, create or allow any encumbrance to be created on, nor deal with or otherwise part or share with the possession of the Equipment;
(iv) It shall ensure that at all times during business hours of the Merchant at least one member of the Merchant’s staff, who has received appropriate training in the Equipment’s operation and is familiar with the Operating Instructions from time to time prevailing, is responsible for overseeing and operating the Equipment in a proper manner;
(v) It shall promptly report to BBMSL any fault or suspected fault in the Equipment’s operation;
(vi) The confidentiality of credentials, such as username and password, used in the Payment System is properly maintained. The merchant is solely responsible for any use and action performed under a user account; and
(vii) It will not alter, reverse-engineer, tamper any components or modules within the Payment System.
(viii) It shall not use the Equipment outside of HKSAR.
(ix) It shall use the Equipment at the approved business premise(s) and/or location(s) by BBMSL, under no circumstances should it use the Equipment at any place that has never been known to and approved by BBMSL.
(x) If the Merchant needs to cease business, the Merchant shall notify BBMSL in writing thirty (30) calendar days prior to the Effective Date, and then allow BBMSL to collect the Equipment during business hours..
4.5 Service Fulfilment
The Merchant agrees to keep evidence that products and services are provided to the customers in a satisfactory manner to reduce the risk of successful chargebacks and fraud.
4.6 Fraud Monitoring
The Merchant is obligated to cooperate in the investigation of suspicious transactions and activities.
BBMSL is obligated to report any suspicious, illegal, fraudulent transactions and activities to relevant government authorities.
4.7 Logo
The Merchant agrees that it will use its best effect to display promotional materials, including but not limited to, tent cards, posters, stickers, leaflets, digital signages to promote the use of the Merchant Services.
5. Payments and Fees
BBMSL shall charge the Merchant a Transaction Fee based on a Merchant Discount Rate (“MDR”) as stated in the Application Form. BBMSL shall charge the Merchant on other service fees such as setup fee, installation fee and maintenance fee based on the services provided.
The Merchant shall pay BBMSL all applicable fees set out in its Settletement Schedule (as defined hereinafter) and/or the Merchant Agreement (as defined hereinafter).
The Merchant agrees that BBMSL may deduct, in whole or in part, any transaction fee and application fee (collectively, the “Service Fee”) that is due and payable but has not otherwise been paid by the Merchant, from the relevant Funds Available for Settlement (as defined hereinafter).
BBMSL reserves the right to adjust the Merchant Discount Rate without prior notice offered in Payment Services under BBMSL sole discretion.
BBMSL reserves the right to confiscate the Deposit HKD 2,000 per unit of terminal under the following circumstances: –
(i) if the Merchant is unable to achieve the target transaction volume set forth in Application form; or
(ii) if the Merchant is to cancel the Payment Services without achieving Clause 5(a) above.
6. Payment Processing
The Merchant acknowledges that BBMSL utilizes third-party payment processing service providers to process payments, these include credit card and debit card (“Card”) payment processing providers and acquirers, QR-code payment scheme providers, and store-value facilitators.
Subject to the provisions of this Agreement, the Merchant shall accept the use of a Card when properly presented by a cardholder (“Cardholder”) in payment for all transactions.
The Merchant shall not accept the use of Card in any of the following events:ion of the Cardholder’s payment instruction.
(i) the Card and/or its account number appears in any notification issued by or on behalf of any Card organization or its affiliates concerning the Cards which any Card organization or its affiliates have cancelled or otherwise suspended from use;
(ii) the Card is not valid;
(iii) BBMSL has declined to authorize the use of the Card for the transaction after authorization checking;
(iv) any part of the Card has been damaged, defaced, tampered with or altered in any manner;
(v) the signature of the Cardholder on the sales slip does not appear to match the signature on the signature panel of the Card;
(vi) the Card number and/or name displayed on the terminal does/do not match the Card number and/or name embossed on the Card face;
(vii) the Card does not bear a genuine distinctive hologram device or in the case of a UnionPay Card, the genuine distinctive marking of the UnionPay Card Programme; or
(viii) existence of other circumstances that reasonably cause the Merchant’s suspicion or doubt on the validity and legality of the transaction or use of the Card.
The Merchant must not provide any cash advance or similar arrangement by the use of a Card to any Cardholder.
The Merchant must not add any surcharge or premium on any transaction under any circumstance if a Cardholder wishes to use a Card in payment therefor.
The Merchant shall accept a Card for payment of a Transaction at whatever amount and must not set any minimum amount or other precondition for accepting the Card for such payment, nor shall the Merchant allow any discount or other incentive for the use of another means of payment.
The Merchant shall not use more than one Sales Slip for Transactions made with a Card on a single date if the Transactions all appear to be in sequential order by means of Transaction time and/or Sales Slip numbers. The Merchant must include all Services purchased on a single dare and obtain a singkle authorization for the combined total of the Transaction on one Sales Slip. Some software or hardware products/ installations/ equipment are provided by one or more third-party service providers which are independent of BBMSL. The Merchant may be required to enter a separate agreement with the Third-Party Service Provider as requested by BBMSL. Examples include the following:-
(i) Point-of-sales (POS) software;
(ii) Online/mobile ordering software;
(iii) Self-served kiosks;
(iv) Vending machines; and
(v) Toll-gates.
The Merchant accepts the use of a Card by a Cardholder in effecting any eCommerce order of goods and/or services to be rendered by the Merchant, provided that before effecting any such e-Commerce order Transaction, the Merchant shall ensure that the Merchant obtains clear instruction for carrying out the e-Commerce order Transaction from the Cardholder through e-Commerce with any authentication method as from time to time prescribed or approved by BBMSL (including for present purpose only EMV 3-D Secure or SSL or SecureCode or UPOP or SafeKey) and holds a completed e-Commerce order record in respect of eCommerce order of the Cardholder:-
(i) recording the authorization of the Cardholder for the making of the relevant payment in respect of the e-Commerce order Transaction;
(ii) stating the name and the account number of the Cardholder and the expiry date of his/her/its Card;
(iii) specify the nature of the Transaction, the currency and amount of the transaction and the date of the e-commerce order; and
(iv) bearing the Merchant’s name and account number.
The Merchant shall comply with Visa Worldwide, MasterCard Worldwide, UnionPay International, American Express International Inc., Ant Financial Group and Tenpay Payment Technology Co., Limited mandatory online payment standards and regulations.
The Merchant is required to display the country of domicile of its store location to the Cardholder immediately prior to completion of the Cardholder’s payment instruction.
7. Suspension
Under reasonable grounds, BBMSL reserves the right to suspend, limit, or terminate all or part of the Merchant Services provided to a Merchant at its own discretion without prior notice.
8. Anti-Bribery
BBMSL and the Merchant shall, and shall procure that its respective agents, directors, employees, officers and sub-contractors shall, (i) not engage in any form of bribery, corruption, extortion or embezzlement, or other unlawful conduct; (ii) comply with all applicable laws, regulations, codes and sanctions relating to antibribery and anti-corruption (“The Prevention of Bribery Ordinance”); and (iii) have and maintain in place throughout the term of this Agreement, reasonably adequate policies and procedures to ensure compliance with the Anti-Bribery Laws.
Either Party may terminate this Agreement with immediate effect if it makes a good faith determination that the other Party or any of its personnel has breached any of the provisions of this Clause and/or otherwise has committed a violation of the Anti-Bribery Laws.
9. Term and Termination
Subject to early termination as elsewhere herein provided, the term of the lease period of each unit of the Equipment leased by BBMSL to the Merchant pursuant to this Agreement shall be twenty-four (24) consecutive calendar months, starting from Installation Date set out in this Application Form (hereinafter referred to as the “Lease Period”). This Agreement and the Lease Period will be deemed renewed automatically at the end of each second year for an additional two (2) years period (an “Automatic Renewal Term”) for a further term of twenty-four (24) months unless terminated in accordance with Clause 8 of this Agreement.
Either Party may terminate this Agreement and any Lease hereunder forthwith by serving a notice in writing on the other Party by giving thirty (30) days’ written notice if the other Party:-
(i) shall have committed a material breach of this Agreement including without limitation in the case of the Merchant not paying the rent (the “Rent”) as and when due, which breach is not remedied within thirty (30) days after the written notice thereof is given by the Party not in breach; or
(ii) makes any assignment for the benefit of its creditors; or
(iii) permits the appointment of a trustee or receiver of all or a substantial part of its assets, or (iv) admits in writing its inability to meet its obligations when due or commits any other act of bankruptcy or insolvency; or
(v) institutes voluntary proceedings in bankruptcy or insolvency or permits involuntary institution of such proceedings against it. If the circumstances apply, the remedy provided in Clause 8 (b) below available to the non-breaching BBMSL shall be without prejudice to any recourses available to the non-breaching BBMSL including without limitation those recourses described in Clause 8 (c) below, available to the non-breaching BBMSL against the breaching Merchant, all of which recourses shall survive the termination of this Agreement.
This Agreement may be terminated by BBMSL by giving the Merchant thirty (30) days’ prior written notice, if the Merchant discontinues its business operation, and substantially change the type of business and ownership structure.
In the event that BBMSL is the non-breaching party, in addition to any other rights, remedies and recourses available to it BBMSL shall have the right to exercise any one or more of the following remedies against the breaching Merchant:
(i) Declare the entire amount of the Rent hereunder immediately due and payable as to any or all units of the Equipment, upon written notice to the Merchant to such effect.
(ii) Declare any amount of the Rent pre-paid in advance by the Merchant forfeited and applied to all amounts due to BBMSL by the Merchant as a result of the breach by the Merchant.
(iii) Sue for and recover all Rents, and other payments, then accrued or thereafter accruing, with respect to any or all units of the Equipment, or otherwise.
(iv) Directly or via its agents or representatives, to take immediate possession of any or all units of the Equipment without demand, notice to the Merchant, or legal process, wherever the units of the Equipment may be located. The Merchant hereby waives any and all damages occasioned by such taking of possession by BBMSL, its agents or representatives. Any said taking of possession of units of the Equipment shall not constitute a termination of this Agreement as to any or all units of the Equipment unless BBMSL expressly so notifies the Merchant in writing.
(v) Terminate any or all Lease Periods as to any or all units of the Equipment.
(vi) Pursue any other rights, recourses and/or remedies at law or in equity.
Notwithstanding any said repossession of units of the Equipment by the nonbreaching BBMSL, or any other action which such BBMSL may take, the breaching Merchant shall be and remain liable for the full performance of all obligations on the part of the Merchant to be performed under this Agreement and any Lease pursuant to this Agreement.
All remedies available to the non-breaching BBMSL are cumulative, and may be exercised concurrently or separately.
The expiration or termination of this Agreement shall not prejudice any remedy either Party may have against the other for breach or non-performance of this Agreement.
The Merchant shall pay BBMSL all costs and expenses, including legal fees, incurred by BBMSL in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, or provisions hereof.
10. Immediate Termination
BBMSL reserves the right to terminate the Agreement immediately upon written notice under the following circumstances:
(i) The provision of products/ services by the Merchant is reasonably found suspicious, which is in breach of this Agreement, including but not limited to, the Applicable Law, including the Payment Systems and Stored Value Facilities Ordinance (Cap. 584 of the laws of Hong Kong), Payment Scheme Rules or Payment Processor Rules (if any).
(ii) The Merchant has been flagged in identity checking system such as WorldCheck or listed in fraud and risk databases such as MasterCard MATCH or VISA VMSS or UnionPay Negative Files.
(iii) The Merchant infringes or is suspected of infringing intellectual property rights, copyrights, patents, trademarks, or is suspected of selling counterfeit and/or knockoff products.
(iv) It is discovered that the Merchant provided misleading and/or false information about the Merchant products/ services as part of the Merchant KYC Data.
(v) The Merchant does not satisfy the initial customer due diligence checks.
(vi) The Merchant materially changes the type of the products/ services without obtaining BBMSL’s prior written permission to use the Payment Services.
(vii) The Merchant is unable to continue to provide the Merchant products/ services.
(viii) The ratio of chargebacks to transactions exceeds 0.50%; or the total value of Refunds/ Chargebacks becomes excessive; or the number of complaints becomes excessive.
(ix) Inactive merchant tracking done by the Merchant for the portfolio of sales volume consecutively remaining as Zero (0) and/or the average of sales volume below HKD 10,000 for last three (3) month prior to the termination issued by BBMSL.
(x) The Merchant is reasonably suspected to become insolvent or subject to any insolvency proceedings.
(xi) The Merchant has undertaken activities which may be detrimental to the brand, image and reputation of BBMSL and/or its partners; or acts in a way to increase the risk or losses or liabilities to BBMSL and/or its partners.
(xii) The Merchant breaches any of the terms of this Agreement.
11. Settlement and Charges
11.1 Settlement Account
BBMSL shall, with its banking partners, arrange to settle funds to the bank or other financial institution account designated by the Merchant (the “Settlement Account”). The Merchant agrees to provide BBMSL with accurate and complete information and documentary proof of beneficial owner of the Settlement Account.
Payment by BBMSL shall be without prejudice to any claim or right which BBMSL may have against the Merchant and shall not constitute any admission or waiver by BBMSL as to the performance by the Merchant of its obligations under this Agreement and the amount payable to the Merchant, nor shall otherwise prejudice BBMSL’s rights interest and benefits pursuant to this Agreement or otherwise.
At any time and from time to time BBMSL shall be entitled to set off against and deduct from any account the Merchant held with BBMSL or any payment due to the Merchant and/or to be reimbursed by the Merchant with:
(i) any overpayment made by BBMSL owing to whatever reason;
(ii) any other sum due from or payable by the Merchant to BBMSL pursuant to this Agreement or otherwise;
(iii) any amount which BBMSL was not obliged to pay; and
(iv) any chargeback that is initiated by any Cardholder and/or any card issuer of the Card concerned.
In addition and without prejudice to any other remedy available to BBMSL, BBMSL shall have the absolute right at any time without notice to refuse payment of any Transaction presented to BBMSL by the Merchant or, if payment has been made, to be reimbursed by the Merchant immediately with the amount paid on such Transaction if BBMSL notifies the Merchant of the occurrence of any of the following:
(i) dishonesty or fraud is suspected in relation to such Transaction;
(ii) any aspect of the relevant Transaction was made or conducted in breach or contravention of any of the provisions in this Agreement;
(iii) the Cardholder denies liability (in whole or in part) for the relevant Transaction; or
(iv) the sale and/or the rental of merchandise and/or the rendering of services or the payment for the relevant Transaction by the use of the Card involves a violation of law, rules, regulations, codes, directions or guidelines of any government agency, industry body or other competent authority to which BBMSL is subject.
BBMSL is not responsible for any loss due to incorrect information of the Settlement Account. The Merchant agrees to bear all the loss and risks resulting from, charges and fees incurred in unsuccessful settlement transactions; and funds loss unrecovered due to an erroneous transfer to a wrong account. The Merchant agrees not to make any claims against BBMSL related to such erroneous settlement transactions, and the Merchant shall fully reimburse BBMSL for any losses incurred by BBMSL.
11.2 Currency
BBMSL shall, with its banking partners, arrange to settle funds to the bank or other financial institution account designated by the Merchant (the “Settlement Account”). The Merchant agrees to provide BBMSL with accurate and complete information and documentary proof of beneficial owner of the Settlement Account.
Payment by BBMSL shall be without prejudice to any claim or right which BBMSL may have against the Merchant and shall not constitute any admission or waiver by BBMSL as to the performance by the Merchant of its obligations under this Agreement and the amount payable to the Merchant, nor shall otherwise prejudice BBMSL’s rights interest and benefits pursuant to this Agreement or otherwise.
At any time and from time to time BBMSL shall be entitled to set off against and deduct from any account the Merchant held with BBMSL or any payment due to the Merchant and/or to be reimbursed by the Merchant with:
(i) any overpayment made by BBMSL owing to whatever reason;
(ii) any other sum due from or payable by the Merchant to BBMSL pursuant to this Agreement or otherwise;
(iii) any amount which BBMSL was not obliged to pay; and
(iv) any chargeback that is initiated by any Cardholder and/or any card issuer of the Card concerned.
In addition and without prejudice to any other remedy available to BBMSL, BBMSL shall have the absolute right at any time without notice to refuse payment of any Transaction presented to BBMSL by the Merchant or, if payment has been made, to be reimbursed by the Merchant immediately with the amount paid on such Transaction if BBMSL notifies the Merchant of the occurrence of any of the following:
(i) dishonesty or fraud is suspected in relation to such Transaction;
(ii) any aspect of the relevant Transaction was made or conducted in breach or contravention of any of the provisions in this Agreement;
(iii) the Cardholder denies liability (in whole or in part) for the relevant Transaction; or
(iv) the sale and/or the rental of merchandise and/or the rendering of services or the payment for the relevant Transaction by the use of the Card involves a violation of law, rules, regulations, codes, directions or guidelines of any government agency, industry body or other competent authority to which BBMSL is subject.
BBMSL is not responsible for any loss due to incorrect information of the Settlement Account. The Merchant agrees to bear all the loss and risks resulting from, charges and fees incurred in unsuccessful settlement transactions; and funds loss unrecovered due to an erroneous transfer to a wrong account. The Merchant agrees not to make any claims against BBMSL related to such erroneous settlement transactions, and the Merchant shall fully reimburse BBMSL for any losses incurred by BBMSL.
11.3 Settlement
When funds received from payment processing result in a positive balance in the Merchant’s account, BBMSL shall initiate settlement to the Merchant’s Settlement Account according to the Settlement Schedule.
11.4 Settlement Schedule
A settlement schedule (the “Settlement Schedule”) refers time for BBMSL to initiate settlement to Merchant’s Settlement Account. BBMSL reserves the right to change the Settlement Schedule, reschedule, postpone or suspend the settlement to a merchant, including but not limited to the following scenarios:-
(i) when there are pending, anticipated chargebacks, disputes, refunds, reversals;
(ii) when there are suspicious, illegal or fraudulent transactions;
(iii) when BBMSL is required by law or court order to do so;
(iv) when there are delays of funds transfer caused by banking service partners and/or payment partners;
(v) when there is a long period of bank holidays; (vi) when there are public emergency incidents that affect banking services
