These Terms and Conditions set forth the rights and obligations of us and you as they relate to your use of the Services.

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1.      General

 

1.1      Definitions

 

The terms used in these Terms and Conditions are defined in and the rules for interpreting the provisions of these Terms and Conditions are set out in Clause 7 (Interpretation and Definitions).

 

1.2      Services Description

 

a)

D-ASH for Driver is a payment service that allows you to accept payments from your customers who uses D-ASH services. You may only use your D-ASH for Driver account to facilitate payment of taxi related transactions with your customers.

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1.3      Services Pre-requisites and Operations

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a)

To use D-ASH for Driver, you shall have an active Taxi Driver License issued by the Hong Kong Transport Department, with information matching the information listed on your Hong Kong Identity Card or other forms of travel documents, and provide a Hong Kong dollar bank account for transaction settlement from D-ASH for Driver account.

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b)

When you are using our D-ASH for Driver App to operate your D-ASH for Driver account, please note that any person(s) in possession of your mobile device containing the registered D-ASH for Driver App will be able to access your D-ASH for Driver account. Such person(s) can enter your D-ASH for Driver account or utilize your phone to communicate with D-ASH customer service to, among other things, check-in to taxi vehicles, offer D-ASH services, change designated bank account details, arrange auto transaction settlement and/or amend any of your personal information submitted for your D-ASH for Driver account. You will only be able to sign up for the D-ASH for Driver account via our customer service agent(s), and be given access to log-in to the D-ASH for Driver App using one-time password sent to your registered mobile phone number.

 

You are responsible for ensuring that you are the only person having access to your D-ASH for Driver account via the D-ASH for Driver App. So long as a person is able to enter the one-time password sent to your registered mobile phone number into the D-ASH for Driver App, we will treat any instructions submitted in respect of your D-ASH for Driver account as valid and appropriately authorized by you, and we will not be responsible or liable for any dispute or loss (whether direct or indirect) arising in connection with any fraudulent or unauthorised use or access of your D-ASH for Driver account. You must check and verify your transaction history on a timely basis and carefully. You should notify us as soon as reasonably practicable of any irregularity or any unauthorised transaction via our customer service channel or other channels that we may specify from time to time.

 

c)
You shall not use the Services for any illegal purposes or activities. You shall obey any law or regulation which applies to you, whether in or outside Hong Kong in respect of your use of the Services. In the event of any violation of such law or regulation, we reserve the right to suspend the Services or close your D-ASH for Driver account and report your activity to the relevant authorities.

 

 

1.4      Fees & Settlement Terms

 

a)
There are no fees for your use of the Services.

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b)
Transaction settlement is generally completed in T+2 timeframe, in accordance with the terms we have agreed with the respective payment gateways. At our discretion, from time to time, we may offer T+1 settlement terms to you to better facilitate your daily operation.

 

1.5      Changes

 

a)
We may change the Services (or any part of it) or these Terms and Conditions from time to time by giving you a prior notice in a manner we consider appropriate. You will be bound by any such change if we do not receive notice from you to terminate your use of the Services with effect before the date on which that change takes effect.

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b)
If any information that you have given us (including information relating to your authorised representative) changes, you should notify us immediately.

 

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2.      D-ASH for Driver Account

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2.1      Receiving Payments from Your Customers

 

a)
You can receive payments from your customers via the D-ASH services. Your D-ASH for Driver account is not an interest-bearing bank account and therefore you will not receive any interest for the funds going through transaction settlement in your D-ASH for Driver account.

 

b)
When your customers select to use the D-ASH services and pay through D-ASH, we will collect funds via the respective payment gateway and allocate the respective amount to your D-ASH for Driver account.

 

c)
If you receive any payment into your D-ASH for Driver account which you are not entitled to receive in the first place (e.g. an unauthorised or mistaken payment), you are liable to return such payment to D-ASH, so that D-ASH can return such payment to the right party. We may deduct directly from the same day or next day settlement funds in your D-ASH for Driver account or as otherwise notified to you from time to time.

 

d)
You authorise us to recover from you by deducting directly from the same day or next day settlement funds in your D-ASH for Driver account:

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i)
any amounts that you are liable to return as provided in sub-clause (c) above if you have not already returned such amounts in accordance with sub-clause (c) above; and

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ii)
any other amounts payable by you as provided in these Terms and Conditions.

 

If there is no or insufficient settlement funds in your D-ASH for Driver account to cover such refund, you agree for us to continue to deduct from future settlement funds until the amount is fully recovered for us or to reimburse us through other means. If we are unable to recover the funds from your D-ASH for Driver account, we are entitled to take appropriate actions to recover such amounts from you, such as by suspending your account or reaching out to your corresponding Manager, Fleet or Vehicle Owner.

 

2.2      Refunds to Customers

 

a)
You are responsible for your relationship with your customers. We are not responsible for the products or services you sell nor for other platform on which you market or sell your goods and services to your customers. You confirm that you are solely responsible for the nature and quality of the products or services you provide, and for the delivery, support, returns, and for any other ancillary services you offer to your customers.

 

b)
As a payment service, D-ASH for Driver only helps you receive payments and send refunds to your customers who use D-ASH services. Accordingly, in the event that there is any error or mistake on your part (including where incorrect amounts are charged or incorrect refund information is provided), you are responsible for taking any necessary corrective action.

 

c)
In the case that your customer reaches out to us to raise a dispute on the payment made to you within one month of the transaction (or in the timeframe specified to you and your customer from time to time), we will work with both your customer and you to review the transaction against the information we hold and identify the need to perform a partial or full refund.

 

d)
If a partial or full refund is determined by us to be needed, a refund operates by retaining the refund amount (which includes the relevant amount paid by the customer) from your D-ASH for Driver account balance for settlement. The refund amount will be inputted into your account the same day it is determined to be needed, and we will ensure that  the amount of the refund in relation to a transaction cannot exceed the amount of the original transaction.

 

e)
If your D-ASH for Driver account has sufficient balance to settle the refund amount, the refund will be settled on the same day of the refund amount input. However, if your D-ASH for Driver account does not have sufficient balance, even if the refund amount is inputted, the refund cannot be fully processed. In that case, the refund amount or any remaining refund amount will be kept on your account until your D-ASH for Driver account has sufficient balance to fully process the refund settlement.

 

2.3      Fund transfer out from Your D-ASH for Driver Account

 

The daily balance on your D-ASH for Driver account will be automatically transferred to a bank account designated by you (and acceptable to us) for such purpose (“Designated Bank Account”) but there may be a transfer limit, the amount of which we will notify you in advance. Your transfer instructions to the Designated Bank Account cannot be reversed or cancelled.

 

2.4      Instructions, Transaction History and Reporting

 

a)
You must check and ensure all information relating to your D-ASH for Driver account are correct regularly. We are not liable for any action by mistake as long as we have taken action based on the information and instructions you have provided, including but not limited to, activating or cancelling your D-ASH for Driver account, updating the Designated Bank Account, updating information related to a trip or transaction, etc.

 

b)
We may act on an instruction if we reasonably believe that it is given or authorised by you without being liable in any circumstances. You will be bound by that instruction as understood and executed by us in good faith even if (i) it is incorrect, false or unclear, or (ii) it was not given or authorised by you. We have no obligation to verify the identity of the person giving an instruction apart from verifying the credentials.

 

c)
We have the right to delay acting or refuse to act on an instruction if we are aware of or suspect a breach of security or other suspicious circumstances relating to your D-ASH for Driver account. We are not liable for any delay or refusal to act in these circumstances. We will inform you of any delay or refusal if it is reasonably practicable to do so.

 

d)
We may send a notification or message to you to notify you after an instruction, transfer or transaction has been effected through D-ASH for Driver. You are responsible to check such notification or message. You are considered as having received such notification or message immediately after we transmit it. You should enquire with us if you have not received a notification or message within the usual timeframe.

 

e)
You can view your latest transactions history up to a certain period as specified by us from time to time through your D-ASH for Driver profile. You must verify your transaction history on a timely basis and carefully. You should notify us as soon as reasonably practicable of any irregularity or any unauthorised transaction via designated contact forms, email address or telephone number(s) as we may specify from time to time.

 

f)
Information relating to any transfer or transaction made available by us is for your reference only. Our records of such transfer or transaction are final, conclusive and binding on you (save for manifest error).

 

g)
If you submit different auto daily settlement instructions (including but not limited to auto daily settlement frequency, Designated Bank Account, etc. ) to us via the D-ASH for Driver App and/or our customer service channel, the subsequent instruction received by us shall override the earlier instruction and any transfer already carried out pursuant to the earlier instruction shall not be affected.

 

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3.      Use of Your information

 

3.1      You can find out how we will collect, use and store your personal data in the D-ASH for Driver Personal Information Collection Statement.

 

3.2      To provide, maintain and improve the Services offering, we may also use your profile information and/or other data (other than personal data) that we collect from your use of the Services (e.g. details of the transfers, transactions and dealings using D-ASH for Driver) to:

 

a)
manage and administer the Services or effect any transactions on D-ASH for Driver;

 

b)
maintain our overall relationship with you;

 

c)
generate statistics, reporting and trend analysis to customize your user experience as you use and interact with the Services and to provide market insights to users of the Services; and/or

 

d)
make improvements/further developments to the Services.

 

3.3      If there is any discrepancy amongst the above terms and conditions, these Terms and Conditions will prevail unless otherwise specified.

 

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4.      Obligations

 

4.1      Our Obligations

 

a)
We agree:

 

i)
to ensure that our systems relating to the Services are installed with adequate security designs and to manage the risk in operating our systems; and

 

ii)
that only if we have been grossly negligent or wilfully defaulted when we provide the Services to you (in this case "we" includes a member of our corporate group, one of our agents or our employees), may we consider reimbursing you the lower of (A) any loss or damage you suffered which was direct, reasonably foreseeable and caused by that gross negligence or wilful default; or (B) the amount of the relevant transfer, transaction or dealing.

 

b)
We make no representations or warranties:

 

i)
as to the accuracy, quality, completeness, timeliness, adequacy, reliability or validity of any information or material provided on or through the Services or our public website. These include any information posted, transmitted or provided by any user of the Services or any third party;

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ii)
that the Services will meet your requirements, or are free of defect, error or omission; or

 

iii)
that your use of the Services will be uninterrupted, timely, secure or error-free.

 

c)
We are not responsible for:

 

i)
any interruption, interception, suspension, delay, loss, unavailability or other failure in providing our services to you, or in transmitting instructions or information relating to our services, which is caused by any circumstance beyond our reasonable control;

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ii)
any loss of revenue, anticipated savings, goodwill, opportunity, business, reputation, data (or damage to or corruption of such data), profit or interest, indirect or consequential loss arising from or in connection with our providing the services, or failure or delay in providing our services; or

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iii)
any incorrect, wrong, fraudulent or unauthorised use of, or payments made under D-ASH for Driver or the Services.

 

4.2      Your Obligations

 

a)
You agree to:

 

i)
use the Services only for purposes permitted by these Terms and Conditions and by applicable laws and regulations;

 

ii)
take sufficient measures and controls to ensure that access to and use of the Services through your D-ASH for Driver account are restricted to you or person(s) authorised by you to do so only;

 

iii)
take sufficient measures and controls to maintain the relevant devices to provide D-ASH as a payment method to customers, with support from our Customer Service;

 

iv)
take active measures to restore the relevant devices to provide D-ASH as a payment method to customer in the case that there are bugs, malfunctions, operation failure, etc., with support from our customer service; and,

 

v)
display the relevant D-ASH logo provided to you by us and identify D-ASH prominently as a payment method accepted by you on your vehicle. Upon closure of your D-ASH for Driver account, you should remove the logos from your vehicle.

 

b)
You agree not to (nor will you attempt to):

 

i)
decompile, reverse-engineer, translate, convert, adapt, alter, modify, enhance, add or delete or in any way tamper with the Services or any part of it, including any code or any of our websites, software or D-ASH / D-ASH for Driver content or take any action which would allow someone else to do any of the above, including letting someone else access our websites, software or D-ASH / D-ASH for Driver content;

 

ii)
engage in any activity that interferes with or disrupts the Services, our websites, our software, any D-ASH / D-ASH for Driver content or the servers or networks through which they are provided;

 

iii)
install, import or transmit any disabling codes, or malicious instructions, codes, techniques or devices capable of disrupting, disabling, damaging or shutting down the Services, our websites, our software, any D-ASH / D-ASH for Driver content or any of our systems;

 

iv)
impose any additional fees or surcharges on your customers in connection with payment transactions made via D-ASH;

 

v)
use the Services in any way that is illegal or in breach of any applicable regulations or in any way that contravenes or infringes upon our rights or the rights of any third party (including any intellectual property rights, especially when uploading any logo or picture to your D-ASH for Driver account);

 

vi)
use any information about D-ASH users obtained through your use of the Services for purposes unrelated to the services provided under these Terms and Conditions;

 

vii)
disclose any information about D-ASH users obtained through your use of the Services to any third parties unless with the consent of the relevant D-ASH user and/or acting in compliance with applicable laws and regulations; or

 

viii)
engage in any behaviour, which is fraudulent, harassing, disruptive, offensive, threatening, indecent or defamatory.

 

c)
You are solely responsible for the following:

 

i)
verifying any information before sending, relying or acting on it;

 

ii)
obtaining independent professional advice on issues like legal, tax and other issues which affect you in connection with your use of the Services, any transfers, transactions or dealings conducted by you, or these Terms and Conditions;

 

iii)
your use of the Services and any transaction effected by us pursuant to or as a result of any instruction initiated by you or any person with the correct credential (whether or not authorised by you); and

 

iv)
your breach of any of these Terms and Conditions including any warranty or representation.

 

d)
You should provide us with such information as we may reasonably request from time to time for the purposes of providing the Services to you.

 

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5.      Circumstances Beyond Our Control

 

The Services might be interrupted, suspended or might fail from time to time for reasons beyond our reasonable control. Laws and regulations may prevent us from providing the Services. Our ability to provide the Services may also be affected by activities performed by us to comply with obligations (under laws, international guidance, mandatory policies or procedures, or under the direction of government authorities) relating to or in connection with the detection, investigation and prevention of financial crime (including money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, evasion of economic or trade sanctions, and/or violations, or attempts to circumvent or violate any laws or regulations relating to these matters). We might ask you questions to help us protect against financial crime. This might involve us sharing information to third parties which help us investigate further. In these circumstances, we cannot be liable to you or any other person for your losses.

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6.      Miscellaneous

 

6.1      Suspension and Termination

 

a)
We may terminate the Services or any part of it by giving you 30 days’ prior notice. To effect such termination or a termination pursuant to sub-clause (b) below, we may transfer any remaining balance in your D-ASH for Driver account to your Designated Bank Account or to such other account agreed between us.

 

b)
Subject to any applicable laws and regulations, we can suspend or terminate the Services or any part of it immediately with or without giving you notice or reason if:

 

i)
you commit a material breach of these Terms and Conditions which is incapable of remedy or not remedied within a reasonable time period;

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ii)
it is or may become unlawful and/or in breach of any regulation or requirement or request of any governmental or other authority for us to perform its obligations under these Terms and Conditions; or

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iii)
you become bankrupted or insolvent.

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c)
You can terminate the Services through our customer service channel or manners that we may notify you from time to time.

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d)
To effect a termination, you must take such steps as we may instruct, including:

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i)
the transfer of any remaining balance out of your D-ASH for Driver account;

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ii)
removal of D-ASH for Driver from your mobile device; and/or

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iii)
removal of D-ASH (and any other references or marketing materials referring to D-ASH and/or D-ASH for Driver) as a payment method from your vehicle

 

e)
In determining the remaining balance in your D-ASH for Driver account, the records held by us shall be treated as conclusive evidence of the amount of the remaining balance except for manifest error

 

f)
You are responsible for your obligations and all transfers and transactions conducted and fees incurred before the Services were suspended or closed. If the Services are suspended or terminated, the parts of these Terms and Conditions that are by their nature continuing, including our disclaimers or limitations of liabilities, will continue despite that suspension or closure.

 

6.2      Partial Invalidity

 

If any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable under any applicable laws or regulations, such illegality, invalidity or unenforceability does not affect any other provision which remains in full force, validity and effect.

 

6.3    Waiver

 

No failure or delay by us in exercising any right, power or remedy will operate as a waiver of that right, power or remedy. Nor will any single or partial exercise preclude any other or further exercise of a right, power or remedy. Any right, power or remedy under these Terms and Conditions is intended to be cumulative and in addition to any other right, power or remedy we have in law.

 

6.4    Appointment of agent, service provider or sub-contractor

 

We may appoint any agents, service providers or sub-contractors (who may not be a member of HSBC Group) to perform the Services or any related services for or on behalf of us.

 

For that purpose, (a) we may delegate any of our powers or obligations to such agents, service providers or sub-contractors, and (b) you authorise us to disclose or transfer any information relating to you or the Services to such agents, service providers or sub-contractors for or in relation to the provision and operation of the Services. We will remain liable to you but only for the gross negligence or wilful default of any agents, service providers or sub-contractors appointed by us under this Clause as if we performed the relevant services ourselves.

 

6.5      Transferring These Terms and Conditions

 

We might transfer our rights or obligations under these Terms and Conditions to a third party. If we do, we will tell you in advance. You cannot transfer your rights or obligations to a third party without our prior written agreement.

 

6.6    Governing Law, Jurisdiction and Versions

 

a)
These Terms and Conditions are governed by and will be construed according to Hong Kong laws. If there is any dispute relating to these Terms and Conditions, you agree to submit to the non-exclusive jurisdiction of the Hong Kong courts.

 

b)
You will need to pay your tax, including filing your tax returns, in any country where you owe tax obligations.

 

c)
The English version of these Terms and Conditions prevails to the extent of any inconsistency between the English and the Chinese versions. Any Chinese version of these Terms and Conditions is for reference only.

 

6.7    Third Party Rights

 

No person other than you and us will have any right under the Contracts (Rights of Third Parties) Ordinance to enforce or enjoy the benefit of any of the provisions of these Terms and Conditions.

 

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7.      Interpretation and Definitions

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7.1     Interpretation

 

a)
Unless the context requires otherwise, in these Terms and Conditions:

 

• any reference to a Clause or sub-clause is a reference to a Clause or sub-clause of these Terms and Conditions;
   

• any reference to these Terms and Conditions, an agreement or document is a reference to the same as amended, varied or supplemented from time to time; and
   

• any reference to a law or regulation is a reference to the same as amended, re-enacted or in effect from time to time; and
   

• a singular expression includes the plural and vice versa.

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b)
Headings in these Terms and Conditions are for ease of reference only and do not affect the interpretation of these Terms and Conditions.

 

7.2      Definitions

 

Unless we specify or the context requires otherwise, the following terms in these Terms and Conditions have the meanings set out below:

 

• "Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China.
   

• "Services" means the payment services and facilities provided through D-ASH for Driver to enable a user to receive payments and include all ancillary related services. For the avoidance of doubt "Services" include D-ASH for Driver and any D-ASH for Driver account.
   

• “we”, “us”, “our”, the "Company" or the "Group" means Vis Mobility Limited and its holding company and its affiliates, subsidiaries, associated entities and any of the branches and offices (together or individually), its successors and assigns.
   

• “you” or “your” means the person to whom we provide the services hereunder and, where the context permits, includes each of your representatives and lawful successors.
   

• “Manager” or “Fleet” means the person or entity to whom you might be renting the taxi vehicle from.
   

• “Vehicle Owner” means the person or entity who has directly or indirectly via the associated Manager or Fleet authorized us to install the relevant devices onto the vehicle to offer D-ASH as a payment service to customers.