Deferred Payment Agreement
1. This Agreement
1.1 This Deferred Payment Agreement (the “Agreement”) is between you as a purchaser or user (“you”, “your”, “Customer”), and us as the provider or facilitator (“we”, “us”, “our”, “Merchant”) of services or products (as the case may be) (the “Merchant Services”) and applies only in the event you choose to pay for Merchant Services with us on a deferred and interest-free basis according to a Payment Schedule (defined in Article 2.4 below) presented to you at the time of the transaction (“Deferred Payment Structure”).
1.2 By selecting the Deferred Payment Structure in relation to your payment for Merchant Services with us, you agree to be bound by the terms of this Agreement.
1.3 The terms of this Agreement are in addition to and supplement our own terms and conditions (“Our Terms”) that you are bound to when engaging with us.
1.4 The Deferred Payment Structure is a means of payment of your obligation to pay for the Merchant Services provided or facilitated by us under Our Terms.
2. The Deferred Payment Structure
2.1 To offer this Deferred Payment Structure, we utilize the services of a third-party technology service provider, HK BNPL Investments Limited doing business as ekpay (“ekpay”). ekpay develops, maintains and operates the ekpay website (including any subdomains thereof), mobile applications, and application program interfaces (the “Platform”) to facilitate the administration of the Deferred Payment Structure.
2.2 In order to use the Deferred Payment Structure, you must meet the eligibility requirements of ekpay by accepting ekpay’s Terms of Service (“ekpay Terms”), available for review on the Platform, specifically:
2.2.1 You have created, and maintain a valid and active account with ekpay for use of and access to the Platform (“Account”);
2.2.2 You are an authorized holder of your chosen payment method accepted by ekpay from time to time (“Payment Method”); and
2.2.3 You have met, and continue to meet, the eligibility requirements of the ekpay Terms.
2.3 The approval of your use of the Deferred Payment Structure for each transaction will be at the sole discretion of ourselves and/or ekpay and/or other third parties as may be designated by ekpay (“Assignee”) in each instance.
2.4 For every transaction using the Deferred Payment Structure that has been approved, we will inform you, via the Platform, of (a) your total payment amount; (b) a payment schedule (“Payment Schedule”) showing the amount and the due date for each deferred payment (“Deferred Payment”); and (c) your preferred Payment Method. You must review, confirm and accept the above information (“Payment Schedule Confirmation”) before the transaction can be completed. These details are also available for view in your Account until you have fully repaid all applicable Deferred Payments. Your Payment Schedule and your Payment Schedule Confirmation are both hereby incorporated into this Agreement.
2.5 Once a transaction under the Deferred Payment Structure is approved and completed as per articles 2.3 and 2.4 above, you agree to pay and accept sole liability for the full amount of the Deferred Payments. Your preferred Payment Method will be charged on each due date specified in your Payment Schedule for the collection of applicable Deferred Payment.
2.6 You acknowledge and agree that after the approval of the Deferred Payment Structure pursuant to clause 2.3 above, we may sell and irrevocably assign to the Assignee our rights to receive the outstanding Deferred Payments set forth on your Payment Schedule. Upon such assignment, you acknowledge and agree to the Assignee collecting (by itself or through its agent) the Deferred Payments assigned by us.
2.7 If a Deferred Payment is not paid nor successfully processed on or before the relevant due date as specified in your Payment Schedule (including if the Payment Method is declined), you will be immediately suspended from the Platform and your Account may be deactivated (“Suspension”). We shall not be responsible or liable for any losses associated with the default of your payment obligations pursuant to the Deferred Payment Structure.
2.8 If applicable, in the event you are responsible for keying in the correct amount for your aggregate payment obligations for the Merchant Services and you make a mistake, you may immediately request a refund. Please note that refunds are subject to article 4 below.
3. Deferred Payment Authorisation
3.1 All Deferred Payments will be automatically charged to your preferred Payment Method in accordance with your Payment Schedule. You therefore hereby expressly consent to, authorize and instruct us, ekpay, and any Assignees (with or through any third-party payment processors or providers) to initiate recurring debit card, credit card, and/or other types of payments from the preferred Payment Method in your Account for each Deferred Payment on the due dates set out in your Payment Schedule.
3.2 You acknowledge that you are giving us, ekpay, and any Assignees (with or through any third-party payment processors or providers) the ability to collect or reverse variable payment amounts from or to your Payment Method, in accordance with your Payment Schedule and the terms of this Agreement.
3.3 If your Account is subject to Suspension for late or rejected payments, you expressly consent to, authorize, and instruct us to charge your preferred Payment Method and/or any other designated debit card or credit card to collect the total of any missed Deferred Payment at any time after the due date of the missed Deferred Payment. You agree that we may appoint third-party collection agencies to collect any amounts owing to us under this Agreement without further notice to you.
4.1 Any requests from you for refunds, returns, replacement, or waivers of payments for Merchant Services settled or to be settled under the Deferred Payment Structure shall be approved by us in accordance with our applicable refunds policy.
4.2 Any payments to be made to you in association with any refund, returns, replacement, or waivers of payments approved by us are processed by the Platform and are additionally subject to ekpay Terms as well as the terms and conditions of your preferred Payment Method.
5. Complaints and Disputes
5.1 If you have a complaint about ekpay or the Platform arising out of or related to the Deferred Payment Structure, please follow the dispute resolution mechanisms set out in the ekpay Terms.
5.2 If you have a complaint about us arising out of the transaction for which you chose to use the Deferred Payment Structure, please follow the dispute resolution mechanisms set out in Our Terms.
6.1 In the event of any inconsistency between the terms of this Agreement and any other terms between you and us in respect of the purchase by you of Merchant Services via a Deferred Payment Structure that is the subject matter of this Agreement, this Agreement shall control and govern the rights and obligations of the parties, unless stated otherwise.
6.2 Other than ekpay or the Assignee, a person who or who is not a party to this Agreement has no rights to enforce any term of this Agreement.
6.3 This Agreement is governed by and will be construed under, the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without regard to the choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is not applicable to this Agreement.