Please read this Service Agreement carefully as it applies to the User of and the Service (as defined herein). By using, visiting or browsing the Website and/or using the Service, the User enters into a binding contract with Reap Technologies Ltd. ("Reap"/"we"/"us") ("Agreement") and signifies the agreement to be bound by these Terms. We may modify or revise this Agreement at any time in the exercise of our sole discretion, including to reflect changes to the Service or for compliance with the law, by posting the revised version on the Website. The revised version will be effective immediately after we post it. The continued use of the Website and/or Service following any revision to this Agreement shall constitute the User’s acceptance of the revised Agreement. If, at any time, the User does not agree to this Agreement (or any revised versions thereof), the User shall immediately discontinue use of this Website and the Service and follow the applicable instructions in this Agreement.
“Account Profile” means the user profile linked to the User’s Reap Account, which contains the User’s personal/ business information.“Business Day” means any day from Monday to Friday, excluding statutory holidays in Hong Kong. “Chargeback” means a request that a cardholder files directly with his or her credit card company or credit card issuing bank to invalidate a payment. “Credit Card” means credit cards which are accepted by Reap for use by the Payee in relation to the Service and includes credit cards issued on the MasterCard®, Visa®, networks. “Payee” refers to an entity or individual specified by the User as the recipient of the Payment Amount. “Payment” means a transaction processed through the Service with the User’s Credit Card to the Payee. “Payment Amount” refers to the aggregate dollar value of a Payment exclusive of the Reap Fee. “Payment Due Date” is the date on which the payment is due from the User to the Payee, as reflected on the Payee’s bill, statement or the User’s agreement with the Payee. For the avoidance of doubt, it is not the late date or grace period date. “Payment Taken Date” means a date, prior to the Payment Due Date, on which the User authorizes us to charge the Payment Amount to the User’s Credit Card. “Reap Account” means the account through which the User can access and use the Service. “Reap Transaction Fee” is the fee charged for every Payment the User makes through the Service. “Restricted Activities” means all forbidden and restricted activities in relation to the User’s use of the Service including those specific activities described in Clause 5.1 of this Agreement. “Service” means Reap’s online platform at the Website and future mobile application that enables the User to make payments to various payees with a credit card; and includes any content, information, features, technologies and/or functionalities offered by Reap to facilitate the provision of such platform and/or application, and all upgrades, updates and enhancements thereto. “User” means any person who access and/or uses the Website and/or the Service. “Website” means the website owned and operated by Reap at www.reap.hk, including all subpages and successor pages.
Description: The Service provided by Reap enables the User to make payments to various payees with a credit card. Reap does not issue credit cards, operate or manage a credit card rewards program. However, submitting Payments through Reap may earn the User benefits from Reap and/or rewards from the User’s issuing bank or other parties. License to Use: In consideration of the User’s consent to abide by the terms of this entire Agreement and the payment of applicable fees, Reap hereby grants the User access to the Service and/or Website. Restrictions: The User shall:
(a) not copy the whole or any part of the Service except where such copying is incidental to the normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
(b) not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service or any part thereof, except to the extent that applicable law expressly permits despite this limitation;
(c) not attempt to hack into, penetrate, tamper, disrupt, disable, overburden or otherwise do anything that would interfere with, impair, alter or disrupt the operation or security of the Website and/or Service, or the servers or networks connected therewith;
(d) not take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
(e) not facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
(f) not use any linking, deep-linking, framing or page-scraping technology, robots, spiders, scripts or other automatic devices, programs, algorithms, methodologies or similar processes or technology (now known or later developed), to access, allow access to, copy, distribute, display, monitor or enable the mass download or extraction of data from, any portion of the Website and/or Service;
(g) not use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Website or the Service; and
(h) not take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers.Service Availability: We are not obliged to provide any maintenance and support services (including maintenance releases, patches, fixes, extensions), or to provide any updates or upgrades to the Service. However, we may interrupt or suspend the User’s access to the Service from time to time for maintenance, technical or other reasons. The User acknowledges that such interruptions, including planned downtime, routine maintenance and updates, may result in temporary unavailability of our Service, and temporary inability to initiate or investigate Payments. We will attempt to notify the User in advance of any scheduled downtime on the Website but will have no liability to the User or any third-party in respect of the User’s inability to access the Service at any time. Service Updates: From time to time, we may issue updates to the Website and/or Service. The User may not be able to access or use the Service until such update or the latest version has been downloaded and the User has accepted any new or additional terms and conditions of use. Mobile: Our mobile website, a potential future mobile application and SMS communications, will allow the User to access the Service through a mobile device. Upon usage of this mobile website/application, the User will be responsible for any fees that the User’s service provider charges for SMS, data services and etc. The User’s service provider is not the provider of the Service. Features and Functionality: The Service may change over time as we refine and add more features or content. We reserve the right to update, modify, or discontinue the features, functionality, content or other aspects of the Service, including any related rewards at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. Third-Party Sites: The Website and Service may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to the User and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. The User should contact the site administrator or webmaster of those External Sites if the User has any concerns regarding such links or any content located on such External Sites. We are not responsible for the content, products or services of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. If the User decides to access any External Sites, the User may do so at the User’s own risk. The Service may not foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions.
3. Eligibility and Usage
Eligibility Requirements: The User is required to sign up for a Reap Account to start using the Service. Upon registration, the User represents and warrants that the User
(a) is at least eighteen (18) years of age;
(b) has the full right, power, and authority to enter into this Agreement; and
(c) is not impersonating any other person, operating under an alias or otherwise concealing the User’s identity.
In addition, the User must have the following:
(d) a valid and active e-mail address, and
(e) a valid Credit Card.Account Profile: Upon sign up for a Reap Account, the User must create an Account Profile and provide us with certain business information. If we become aware of any changes to the User’s information, we may update the User’s Account Profile. The User ensures that all the information provided is true, accurate, current and complete; and must promptly update such information to ensure that it remains so at all times. Identity Authentication: The User hereby authorize us, directly or through third parties, to (i) make any inquiries we consider necessary to validate the User’s identity, and (ii) undertake such identity, credit and anti-money laundering/counter terrorist financing, “know your customer” or other checks as we may deem necessary in order to verify any information provided. This may include requesting the User for further information, requiring the User to take steps to confirm or validate ownership of the User’s email address or financial instruments, ordering a credit report and verifying the User’s information against third-party databases or through other sources. The User represents and warrants the power and authority to provide this information to us and agree to cooperate and assist to enable us to perform such checks and to comply with applicable laws, regulations and requirements. Payee Information: We may require or request for information relating to the User’s Payee (including the Payee’s name and bank account number, and a copy of the User’s contract with the Payee) in order to process Payments and/or to conduct compliance or verification checks. Such information may include data of the Payee or third parties. The User hereby warrants that the User will comply with all applicable laws (including applicable data privacy and confidentiality laws) in relation to the collection, disclosure, use and storage of such data.
Reap is providing a service to facilitate the User’s transactions with Payees and we are not a bank, remittance agent or payment system as defined by the applicable laws.Payments can be created through our Website, only to Account holders. When the User makes a Payment using our Service, the User authorizes us to execute the Payment by obtaining the Payment Amount from the designated Credit Card. The User acknowledges that we cannot guarantee that such information will be accurate, reliable, current, error-free, updated, or complete at all times, and that the User is solely responsible for ensuring the accuracy of all Payments the User instructs through the Service (including the Payee’s bank account number, the designated Credit Card and the Payment Amount). The User may provide one or more future dates of which the specified Payment Amount is to be delivered to the specified Payee (i.e. the Payment Due Date/s) and we will automatically charge the Credit Card in advance of such specified Payment Due Date(s) (i.e. on the Payment Taken Date). When the User schedules recurring Payments, the User authorizes Reap to automatically charge the designated Credit Card on a recurring basis at the frequency and for the period specified by the User via the Service, without further reference or notice for each Payment. The User will be charged a Fee for every Payment the User makes through the Service. The Fee is payable in addition to the Payment Amount, and the User hereby authorizes us to charge the Fee to the Credit Card at the same time as, and in addition to, the corresponding Payment Amount. The description and amount on the User’s card billing statement will be inclusive of the Fee. Fees are applicable to the User’s specific Payment and will be disclosed to the User prior to Payment submission. The User hereby authorizes us to charge all fees payable by the User, whenever due, to the Credit Card, and the User shall ensure that there is sufficient credit for such charges. The User accepts and agrees that no refunds or Chargebacks on Payment Amounts or Fees are permitted. If the Payment Amount is refunded, cancelled or charged back by the User’s credit card issuing bank, bank, or other party, the User is not entitled to the return of any associated Fees, irrespective of the reason for such refund, cancellation or Chargeback. All Payment Amount refund requests must be sent directly to the Payee. Reap will not refund any Payment Amounts. In the event that a Payment is unable to be processed or completed, we will attempt to notify the User through the Service or the contact information provided in the Account Profile. For the following events, Reap will not be responsible for any compensation, late fee, or associated charges related to the specific payment that was unable to be processed or completed.
(a) the Credit Card has insufficient credit to complete the payment to the Payee;
(b) the Credit Card has been invalidated, disallowed, blocked, suspended or restricted by the bank or any third-party service provider;
(c) the User’s equipment, software or any communications link malfunctions;
(d) the Payment instructions and/or other information provided to us, are incorrect; or
(e) the Payment Amount was sent to an unintended party.The User shall determine what, if any, taxes apply to the requested Payment Amount, and to collect, report and remit the correct tax to the appropriate tax authority. Reap shall not be responsible for determining whether taxes apply to the User’s Payments, or for collecting, reporting or remitting any taxes arising from any Payment.
5. Governing Law
This Agreement and all matters relating to the User’s access and use of the Website and the Service shall be governed by, and construed in accordance with, the laws of Hong Kong Special Administrative Region.
6. Indemnity; Limitation of Liability; Disclaimer of Warranties
Indemnity: The User agrees to fully indemnify and hold Reap, its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders, partners and employees (each an "Indemnified Party") harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, demands, damages, settlements, penalties, fines, costs and expenses (including losses attributable to Chargebacks, economic loss, accounting fees, and court and legal costs assessed on a solicitor-client basis other dispute resolution expenses) suffered or incurred by any Indemnified Party.In no event shall we, our parent company, suppliers and our respective officers, directors, employees or agents be liable to the User or any third party for any direct, indirect, incidental, special, consequential or exemplary damages, whether foreseeable or not, under contract or tort, including damages for loss of profits, loss of business, revenue, use, data, money, goodwill, reputation or other economic advantage, personal injury or property damage, even if we are aware of or advised of the possibility of the same, arising out of or in connection with our Website and/or Service (including the User’s use and access thereof) or this Agreement. The User’s use of the Service is entirely at the User’s own risk. Nothing in this Agreement shall limit or exclude our liability for any liability that cannot be excluded or limited by applicable laws.
7. Intellectual Property
The User acknowledges and agrees that all intellectual property and proprietary rights in and relating to the Website and Service (including the technology, content, features, design, and the "look", "feel", "appearance" and "graphic function" of the Service and Website) belong to Reap (“Reap IP”). The User shall not copy, reproduce, modify, display, sell, or distribute any of the Reap IP or part thereof, or use them in any way (including for any public or commercial purpose) without our prior written consent.
Closure of Account can be requested at any time by contacting email@example.com
The termination of the Account shall not affect any fees or charges already due to us from the User. We shall be entitled to complete any Payment(s) that has already been processed before the date of the termination. Payments that have not been processed at the time of termination will not be processed once the Account has been terminated. Neither termination nor suspension shall affect the User’s liability or obligations under this Agreement and the User may not close the Account to evade an investigation.
Survival of Clauses: The following Clauses of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: Clauses 1 (Definitions), 5 (Governing Law), 6 (Indemnity; Limitation of Liability; Disclaimer of Warranties), 7 (Intellectual Property), 8 (Termination) and 9 (Miscellaneous). Assignment: The User may not transfer or assign any rights or obligations the User has under this Agreement without Reap's prior written consent.Notice to User: The User agrees that Reap may provide notices to the User by posting it on the Website or emailing it to the email address in the Account Profile. Such notice shall be considered to be received by the User within 24 hours of the time it is posted to the Website or emailed to the User, unless we receive notice that the email was not delivered.Notice to Reap: Unless otherwise stated in this Agreement, notices to Reap must be emailed to firstname.lastname@example.org. The User agrees to notify us immediately if the User becomes aware of any unauthorized, erroneous, or defective payments or unauthorized access to the Account. Severability: If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such one provision shall not affect the validity of the remaining provisions of this Agreement and shall remain in full force and effect. Force Majeure: We shall not be liable for any non-performance, error, interruption or delay in the performance of our obligations, the provision of the Service (or any part thereof), the processing of any Payments, or in the operation of the Service or Website, or any unavailability of the Service, that is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control including, but not limited to
(a) acts of God, nature, court or government;
(b) failure or interruption in public or private telecommunication networks, communications channels or information systems used in the provision of services;
(c) acts or omissions of the provider of telephone data communication lines, or any third-party service provider or party for whom we are not responsible;
(d) delay, failure or interruption in, or unavailability of, third party services, sites and systems; and
(e) viruses, other malicious computer codes or the hacking by any party of the Service or any third-party sites, services or systems.Entire Agreement: this Agreement sets forth the entire understanding between the User and Reap with respect to the Service.
Effective as of 1st June 2018