ShipAny – Payment Asia Express
General Terms and Conditions

Last updated on: 9th Oct, 2024

1. Undertakings

1.1. The Merchant hereby undertakes with ShipAny that it shall:

(a) Sell nothing other than the products/services as listed in the “Products” page of the ShipAny Portal (“Products/Services”);

(b) Obtain approval from ShipAny before selling any products or services other than the Products/Services;

(c) In the context of the Services and in order to enable ShipAny to comply with Applicable Law, including counter terrorist financing, financial services, anti-tax evasion, anti-bribery and corruption, and anti-money laundering laws and regulations imposing customer due diligence (“CDD”) and know your customer (“KYC”) requirements, as well as with the relevant Payment Network’s and/or Acquirer’s requirements, in addition to the CDD/KYC already conducted on the Merchant prior to the signing of this Agreement, the Merchant shall share information relating to or arising out of this Agreement (including Transaction information) with ShipAny from time to time. The Merchant shall provide any information or documentation requested by ShipAny to verify information about the Merchant’s business or in connection to this Agreement. The Merchant hereby authorises ShipAny to submit the CDD and/or any other relevant information received from the Merchant to the relevant Payment Networks and/or the Acquirer to obtain permission for providing access to their payment methods for the Merchant, or for any ongoing monitoring related purpose in respect of this Agreement, as required;

(d) Properly keep the Transaction information (including but not limited to information on the Products/Services, invoices, receipts, the amount, currency, time, and counterparties to each Transaction, and other relevant documents and detailed data and records of the Transactions) for 7 years from the date of each Transaction or, if longer, for the period of time required by the applicable laws or regulations:

(1) The detailed data under trade in products shall, in principle, include the name and quantity of the subject matter, Transaction currency, amount, parties of each Transaction and countries they are from, and order time;

(2) The detailed data under trade in services shall, in principle, include the type of service, specific Transaction information (such as the scheduled flight and time under the air ticket, the hotel name and time of accommodation, letter of admission under overseas study, etc.), quantity, Transaction currency, amount, parties of each Transaction and their location, and order time;

(e) In accordance with the requirement of authenticity, accuracy, completeness, traceability, and consistency of the data, provide all such Transaction information to ShipAny for ShipAny’s inspection within 3 Business Days from the date of such request. The Merchant shall be responsible for any losses suffered by ShipAny as a result of false, inaccurate, incomplete, untraceable, inconsistent, or deniable order information or any improper operation conducted by the Merchant.

2. Settlement and Refund

2.1. ShipAny, through the Company, shall settle to the Merchant based on the Fees as set out in the “Flash Sales/Payment Asia Express/Contract/Transaction Rate(s)” of the ShipAny Portal and in accordance with the Settlement Schedule as set out in “Flash Sales/Payment Asia Express/Contract/Payment Term” of the ShipAny Portal.

2.2. Notwithstanding any provision of this Agreement, ShipAny shall not be obliged to conduct settlement of all or part of the Settlement Volume to the Merchant through the Company if the Transaction Volume (or any part thereof) is held by the Acquirer or relevant Payment Network for any reason whatsoever. ShipAny shall only resume its obligation under clause 2.1 upon the receipt of Acquirer’s or relevant Payment Network’s settlement of the full amount of the Transaction Volume (less any fees charged by the Acquirer or relevant Payment Network in relation to the Transactions) by the Company.

2.3. Neither ShipAny nor the Merchant shall refund to Card or account holders directly in any way.

3. Representations and Warranties

3.1. The Merchant hereby represents, warrants, and undertakes to and with ShipAny (and its successors in title) that each of the warranties under this clause is, as at the date hereof and shall ensure that at all times during the subsistence of this Agreement are, true, accurate, and not misleading in all respects and the warranties shall be deemed to be repeated and given on each date during the subsistence of this Agreement.

3.2. Each of the warranties given under this Agreement or pursuant hereto shall remain in full force and effect notwithstanding termination of this Agreement.

3.3. The Merchant has full power, authority, and legal rights to enter into the transactions contemplated by this Agreement and the execution, delivery, and performance of this Agreement as the case may be.

3.4. The information given in the ShipAny Portal for the purpose of enabling payment is true and accurate in all respects.

3.5. The Merchant has been duly incorporated and constituted, and is legally subsisting under the laws of its place of incorporation.

3.6. The Merchant is empowered and duly qualified and has the necessary licences and authorizations to carry on its business in such countries in which it operates.

3.7. The Merchant shall duly comply with all applicable laws, rules, and regulations of Hong Kong, its place of incorporation, and its country in which settlement is conducted in conducting the Transactions and using the Services.

3.8. The Merchant has obtained all licences and permits from the government or regulatory authorities to sell or provide the Products/Services.

3.9. Each of the Products/Services is of merchantable quality or of a reasonable standard and fit for a particular purpose.

4. Reviews, Investigations, Inspections, and Audits

4.1. ShipAny or its Acquirer may in its absolute discretion conduct a review of the Merchant’s level of compliance (including but not limited to financial crime compliance and sanctions compliance) with its obligations under this Agreement, whether annually or on any other periodical basis or by way of a spot check (“Review”), in which case the Merchant shall promptly provide ShipAny with such information, materials, and records and in such format as ShipAny may designate and require.

4.2. In case of any investigation or audit by ShipAny, a regulatory authority, a Payment Network, and/or Acquirer (as applicable), under Applicable Law and/or the relevant Payment Network Rules with respect to Chargebacks, suspected fraud, or other requests for information, the Merchant undertakes to fully co-operate in the investigation and/or audit of such records.

4.3. The Merchant shall provide all information/documents which ShipAny from time to time requests during the course of investigation within 2 Business Days from the date of such requests.

4.4. The Merchant agrees to allow ShipAny, on fourteen (14) days’ prior written notice, to inspect its locations to confirm that the Merchant is in compliance with the terms of this Agreement and is maintaining the proper facilities, equipment, inventory, records, licences, and permits where necessary to conduct its business. ShipAny’s representatives may, during normal working hours, inspect, audit, and make copies of the Merchant’s financial reports, books, accounts, records, and files pertaining to any Transaction processed under this Agreement.

4.5. Where such audit/inspection is undertaken at the specific request of a Payment Network or the Acquirer, the Merchant shall pay any costs and charges incurred by ShipAny in respect of such audit/inspection.

4.6. In the event that a Payment Network or Acquirer imposes any penalty to ShipAny for any reason whatsoever, the Merchant shall indemnify ShipAny and keep ShipAny fully and effectively indemnified against all losses, costs, expenses, penalties, fees, proceedings, etc. (including, without limitation, professional fees such as accountancy fees, investigation fees, and legal fees) incurred or sustained by ShipAny as a result of such imposition.

5. Chargeback and Assessment Liability

5.1. The Merchant agrees that it is solely responsible for and indemnifies ShipAny in respect of any and all Chargebacks and Assessments under this Agreement. Each Chargeback and Assessment represents a debt immediately due and payable to ShipAny on demand by the Merchant on its occurrence notwithstanding any expiry or termination of this Agreement or any Services.

5.2. Any Chargebacks for which the Merchant is required to reimburse ShipAny shall correspond to the whole or part of the processing value of the original Transaction, as applicable.

5.3. Where a Chargeback or an Assessment occurs, ShipAny shall immediately be entitled to debit/set-off the amount from the Merchant Account in accordance with this Agreement and/or invoice the Merchant to recover: (i) the full amount of the relevant Chargeback or Assessment; and (ii) any other Losses which ShipAny has incurred as a result of or in connection with such Chargeback or Assessment (“Chargeback and Assessment Costs”).

5.4. Where the full amount of any Chargeback, Assessment, and/or any Chargeback and Assessment Costs is not debited by ShipAny from the Merchant Account and/or paid under invoice, then ShipAny shall be entitled to otherwise recover from the Merchant by any means the full amount of such Chargeback, Assessment, and/or Chargeback and Assessment Costs still due and owing.

5.5. The Merchant acknowledges that ShipAny will make investigations on any Chargeback or Assessments; however, the ultimate decision or determination on the validity of any Chargeback or Assessment by any Issuer, Payment Network, or Acquirer shall be final and binding in respect of any Chargeback or Assessment.

5.6. If a Chargeback occurs for a Transaction in respect of which the Merchant already received a Settlement Volume of the related funds, this results in the unconditional obligation for and liability of the Merchant to immediately return an amount equivalent to the Transaction Volume for that Transaction to ShipAny in addition to any Chargeback and Assessment Costs. ShipAny hereby reserves its right to deduct such amount from any money in the Merchant’s account with ShipAny. The Merchant shall not hold ShipAny liable for any loss or damage to the Merchant that may arise in respect of the foregoing decision of ShipAny made in good faith under this clause. For the avoidance of doubt, the Transaction Fee for the Transaction subject to Chargeback shall not be refunded to the Merchant.

5.7. The Merchant shall indemnify on demand and hold ShipAny harmless from all and any Losses brought against ShipAny by any third party (expressly including the Payment Networks and the Acquirers) and/or otherwise incurred by ShipAny specifically in respect of all Chargebacks, Assessments, and Chargeback and Assessment Costs.

5.8. ShipAny shall be entitled to charge a fee for each Chargeback in accordance with [•] as stated in the ShipAny Portal.

6. Data Protection

6.1. For the purposes of this Agreement, “Data Subject”, “Data User”, “Personal Data”, and “Processing” shall have the meanings ascribed to them in the PDPO.

6.2. Each party warrants and undertakes to comply with its respective obligations under the Data Protection Legislation and, without prejudice to the foregoing, the Merchant shall not act or omit to act in a manner that will or is likely to result in ShipAny breaching its obligations under such Data Protection Legislation.

6.3. In accordance with the provisions of the PDPO, the Merchant consents to ShipAny using any Personal Data in respect of the Merchant which may be held by ShipAny in connection with transaction processing facilities, and to ShipAny supplying such personal data to any selected third parties (who owe to ShipAny a duty of confidentiality similar in scope and extent to the duty of confidentiality of ShipAny owing to the Merchant herein) to use for such purposes. The Merchant also consents to any such personal data being transferred to another legal jurisdiction outside Hong Kong and to any matching procedures (as defined in the Ordinance) being carried out in respect of such Personal Data.

7. Termination and Suspension

7.1. ShipAny may terminate this Agreement forthwith if any of the following happens:

  (a) Any Transaction is being investigated or any complaint is received by ShipAny in respect of any Transaction of the Merchant which may involve fraud, deception, counterfeit goods or services, or criminal in nature in the opinion of ShipAny;

  (b) The Merchant is declared bankrupt or being wound up;

  (c) No Transactions are made by the Merchant for a consecutive period of three (3) months;

  (d) The Merchant is no longer accepted by the Acquirer as a merchant;

  (e) ShipAny is no longer accepted by the Acquirer;

  (f) The Acquirer ceases to be a member of the relevant Payment Network(s);

  (g) Either Party becomes subject to any sanction imposed or any investigation by a regulatory authority; or

  (h) There is a substantial Chargeback.

7.2. The Merchant may terminate this Agreement by giving not less than 3 months’ written notice to ShipAny.

7.3. With or without any prior Review, and with or without any prior notice to the Merchant, ShipAny may terminate this Agreement or the provision of any Services to the Merchant, or suspend for so long as ShipAny shall deem appropriate the provision of any Services to the Merchant, in each of the following circumstances, namely:

  (a) Any material non-performance or non-observance by the Merchant of any provision of this Agreement on the part of the Merchant to be performed or observed, or any suspected occurrence of the same;

  (b) The occurrence or suspected occurrence of any fraud, deception, money laundering, criminal activity, activity that may jeopardize the integrity of the system(s) of ShipAny, or any other activity or matter which ShipAny may in its absolute discretion require to be investigated into;

  (c) The Merchant’s refusal to cooperate in sanctions due diligence investigations;

  (d) The listing of the name of the Merchant or its affiliates, or any of their directors, managers, officers, partners, employees, or agents on related sanctions lists; and

  (e) Where entering into a Transaction will breach any law or regulation on sanctions.

7.4. Any termination or suspension aforesaid shall be entirely without prejudice to any antecedent rights or obligations of any party to this Agreement.

7.5. As Chargebacks and Assessments may arise a considerable period after the date of the relevant Transaction, the Merchant acknowledges and agrees that, notwithstanding any termination of the Merchant Agreement for any reason, ShipAny shall remain entitled to recover Chargebacks, Assessments, and Chargeback and Assessment Costs from the Merchant in respect of all Chargebacks, Assessments, and Chargeback and Assessment Costs that occur in relation to Transactions effected during the term of the Merchant Agreement.

7.6. The termination or suspension of this Agreement shall not prejudice or affect the rights and liabilities accrued between the Merchant and ShipAny prior to the date of such termination or suspension. All indemnities, restrictions, and obligations of the Merchant herein shall survive termination of this Agreement.

8. Indemnity

8.1. The Merchant shall compensate and indemnify ShipAny for and keep ShipAny fully and effectively indemnified against:

  (a) All direct and indirect Damages (including, without limitation, accounting, legal, and other professional advisors’ fees) incurred by ShipAny on an indemnity basis in connection with any breach of the terms herein by the Merchant and/or ShipAny’s enforcement thereof;

  (b) Any claim, proceeding, Damages (including, without limitation, accounting, legal, and other professional advisors’ fees) that may arise to be incurred by ShipAny in connection with the provision of any of the Services, whether or not arising from or in connection with the Merchant’s improper use of such Services or any Damages to ShipAny (or its assets, computer hardware, devices, facilities, or software) as a result of accessing and/or using such Services; or

  (c) The infringement of the patents, registered and unregistered trademarks, registered design, copyright, passing off action, or other intellectual property rights of any third party which may be brought against ShipAny in connection with the Products/Services supplied by the Merchant.

8.2. Without prejudice to any of the rights of ShipAny herein, the Merchant hereby agrees to, undertakes, and covenants with ShipAny that it shall bear solely and absolutely all the obligations, liabilities, and the losses, costs, and expenses incurred by ShipAny in relation to all complaints made by the Acquirer or the Account Holders.

8.3. Clauses 8.1 and 8.2 shall not be applicable if such Damages are caused by gross negligence or wilful default of ShipAny.

9. Extent of Liabilities of ShipAny

9.1. ShipAny makes no representations and gives no warranties whatsoever and disclaims all obligations, representations, or warranties whatsoever arising by operation of law, implication, or otherwise:

  (a) In respect of the Services, its title, accuracy, completeness or standard, and fitness for a particular purpose;

  (b) As to the security or protection of the computer systems used by ShipAny against unauthorized entry, access, or download;

  (c) As to the non-interruption, reliability, and efficiency of the Services and the Merchant’s use thereof; and

  (d) That the Services or any component thereon is error-free and Virus-free.

9.2. ShipAny shall, in connection with its provision of the Services, take reasonable steps to:

  (a) Comply with all applicable laws and follow the prevailing market practices from time to time; and

  (b) Ensure that the software for provision of payment service is running properly and is protected by up-to-date firewall and antivirus software.

9.3. Notwithstanding anything herein contained, ShipAny shall not be liable for any loss (whether direct or indirect) to the Merchant whatsoever and howsoever for its use of or inability to use the Services or as a result of any unauthorized attempts, whether successful or otherwise, to access, intrude, invade, overflow, download, or otherwise circumvent or attack any security systems in place to protect the data or information on ShipAny’s servers or other computer systems unless such loss is directly caused by gross negligence or wilful default of ShipAny.

9.4. The maximum liability of ShipAny to the Merchant whatsoever and howsoever arising shall not exceed the total amount of the Setup Fee and one year’s Annual Fee received by ShipAny (or would have received by ShipAny, in the event that the Setup Fee and/or Annual Fee was or were waived) from the Merchant under this Agreement.

10. Amendment

10.1. Save and except the circumstance under clause 10.2 hereinbelow, ShipAny reserves the right at all times to amend the terms and conditions of this Agreement or any of them without any prior notice to the Merchant. Any such amendment shall become effective and binding on the Merchant upon publication in the ShipAny Portal irrespective of actual knowledge thereof on the part of the Merchant.

10.2. For amendments to any fees of this Agreement as set out in [•] of the ShipAny Portal (“Change”), ShipAny shall give no less than thirty (30) days’ written notice (the “Change Notice Period”) to the Merchant of the amendment. If the Merchant does not notify ShipAny of its objections to the Change within the Change Notice Period, the Merchant will be deemed to have accepted the Change. If the Merchant notifies ShipAny of its objection to the Change within the Change Notice Period and ShipAny does not withdraw the Change in writing before the date on which the change becomes effective, the Merchant may terminate this Agreement immediately by serving a written notice to ShipAny no later than the effective date of the Change (a “Change Termination Notice”). If the Merchant does not serve a Change Termination Notice (or if it uses any of the Services after the Change effective date), then it will be deemed to have accepted the Change on the Change effective date.

10.3. Any amendment proposed by the Merchant shall only be effective upon approval by ShipAny and the Merchant’s payment of an administrative fee to ShipAny from time to time determined by ShipAny at its sole and absolute discretion.

10.4. These General Terms and Conditions are applicable from the date hereof and shall remain effective until a new version is released. The newest and current version of these General Terms and Conditions are always available on the ShipAny Portal under “Flash Sales/Payment Asia Express/Contract/”.

11. Definitions and Interpretation

In this Agreement, the following words shall have the meanings set out below unless the context otherwise requires:

• “Acquirer” means the acquirer of ShipAny from time to time regarding the Transactions of the Merchant from time to time appointed by ShipAny in Hong Kong or elsewhere and the acquirers of such acquirer at any level, including but not limited to the Company;
• “Assessments” means any assessments, fines, fees, charges, or expenses of any nature which a Payment Network levies on ShipAny or the Merchant at any time, directly or indirectly, in relation to any aspect of ShipAny’s relationship with the Merchant including in respect of any Transaction;
• “Cardholders” means any person who is issued a Card and is the authorised user of that Card, and a “Cardholder” shall be construed accordingly;
• “Cards” means any form of credit card, debit card, or prepaid card issued by an Issuer under a Card Scheme, and a “Card” shall be construed accordingly;
• “Card Scheme” means Visa Inc., MasterCard Worldwide, Cartes Bancaires, JCB, American Express, Union Pay International, Diners Club International/Discover Network, or comparable bodies which provide Cards and regulate Card acceptance, as supported by the Company and notified by ShipAny to the Merchant from time to time;
• “Chargeback” means a Transaction which is successfully charged back or reversed, in whole or in part, by the Issuer on request of the Account Holder or the relevant Payment Network pursuant to the relevant Payment Network Rules resulting in cancellation of a Transaction in respect of which the Merchant has been paid or was due to be paid;
• “Company” means Payment Asia Services Limited;
• “Damages” means all costs, expenses, losses, damages, or the like suffered or incurred by ShipAny in performance of this Agreement for any reason whatsoever;
• “Data Protection Authority” means each person having regulatory or supervisory authority over a Payment Network, the Acquirer, ShipAny, and/or the Merchant in the area of protection of Personal Data;
• “Data Protection Legislation” means all laws relating to personal data, privacy, or data security, including without limitation the PDPO and other applicable international, regional, or national data protection laws, regulations, and regulatory guidance;
• “Deductions” means all amounts ShipAny is entitled to deduct from settlements received from the Acquirer or relevant Payment Network under Applicable Law, the relevant Payment Network Rules, and/or this Agreement including: (i) Fees; (ii) Chargebacks and reversed Transactions; (iii) Assessments; (iv) Refunds; and (v) Outward Payments;
• “Issuer” means an institution that issues Cards to Cardholders and whose name appears on the Card or bank account statement as the Issuer;
• “Loss” means any claim, liability, loss, damage, proceeding, fine, penalty, assessment, fee, cost, charge, or expense (including reasonable and properly incurred legal fees and costs) and “Losses” shall be construed accordingly;
• “Merchant” means the merchant engaging in the Company’s Services through ShipAny;
• “Merchant Account” means the account held by ShipAny on behalf of the Merchant;
• “Merchant Liabilities” means any debt, liability, and/or Losses attributable to the Merchant in relation to this Agreement, including Fees, Deductions, Outward Payments, and/or any Losses arising out of or in connection with any Services;
• “Outward Payment” means the fee charged for each transfer of Settlement Volume to the Merchant as set out in [•] of the ShipAny Portal;
• “Parties” means the parties to this Agreement, and a “Party” shall be construed accordingly;
• “Payment Network Rules” means the collective set of bylaws, rules, regulations, operating regulations, procedures, and/or waivers issued by the relevant Payment Network, as amended and/or supplemented from time to time, and with which the Merchant must comply when accepting the relevant Supported Payment Method;
• “PDPO” means Personal Data (Privacy) Ordinance (Cap. 486);
• “Refund” means a full or partial reversal of a particular Transaction where the funds are reimbursed to the Card or account holder on the initiative or request of the Merchant;
• “Services” means the online and offline payment processing and settlement services from time to time provided by ShipAny to the Merchant through the Company;
• “Settlement Volume” means the amount paid by ShipAny through the Company to the Merchant with respect to the amount received by the Company from the relevant Payment Network or the Acquirer, for Transactions validly processed for the Merchant which may be net of Merchant Liabilities;
• “ShipAny” means ShipAny Limited;
• “ShipAny Portal” means the online secured interface of ShipAny where Merchants can access information relating, among others, to: (i) Transactions (such as number of approved Transactions, status of Transaction, value/amount of Transaction, payment method used during the Transaction, sales revenue relating to processed Transactions, net sales revenue relating to processed Transactions); (ii) the number of Chargebacks and Refunds; and (iii) notices from ShipAny to the Merchant;
• “Supported Payment Methods” means the payment methods specified as selected and set out in “Flash Sales/Payment Asia Express/Contract” of the ShipAny Portal or any additional payment methods agreed between ShipAny and the Merchant from time to time, and a “Supported Payment Method” shall be construed accordingly;