Last Update: 15th June 2025
THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.
These terms and conditions ("Terms") contain important information which applies to your dealings with us in relation to your Account with us and the Services (each as defined in this document). You should read these Terms carefully. Further additional terms and conditions may apply in relation to specific Services offered by us. Any such terms and conditions are additional to the terms set out in these Terms.
You should not construe these or any other statements in these Terms as legal, tax or financial advice. We are not acting as your financial adviser and you must not regard us as acting in that capacity. You should consult your own independent professional advisers before entering into any transaction and only enter into a transaction if you have fully understood its nature, the contractual relationship into which you are entering and all relevant terms and conditions.
GENERAL TERMS AND CONDITIONS
1.1 The Account and the related Services are provided to you by the Apex group, represented by Onyx Club Global Limited. A Hong Kong Limited Company with Company Number: 76747335 ("OCGL"), and/or its affiliates, as applicable (together, "Group" or "Us").
2.1. These Terms govern your Account and your use of the Services. Please take the time to read and understand these Terms before using these services so that you are aware of your legal rights and obligations. By using any of the Services and/or completing the registration process, you are entering into a legally binding contract with the Group and shall be deemed to have expressly read, understood, and agreed to be bound by these Terms.
2.2. These terms comprise:
2.3. Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between:
in each case save for any manifest error.
3.1 The Services provided to users encompass a range of financial activities, including but not limited to:
3.2 The Group reserves the right to update, modify, suspend, disable, or restrict access to, or discontinue the Services, or any features, components, or content thereof at any time, for any reason, without notice or liability to the user. There is no guarantee that specific services, features, components, or content will always be available.
3.3 Pre-conditions for Services
4.1 In order to provide Services to you, we may open an Account (and where applicable, Custodian Account(s)) in your name or otherwise in respect of you. To open and maintain an Account (and where applicable, Custodian Account(s)) with us and access Services, you must: (i) complete an applicable application as requested by us; and (ii) provide such information as we reasonably request. The information that you provide must be complete, accurate and up-to-date.
4.2 We have the sole discretion as to the opening, operation and closure of the Account (and where applicable, Custodian Account(s)). Without limiting the terms of the Terms, we may, at any time, without liability: (i) vary, suspend or close your Account (and where applicable, Custodian Account(s)); (ii) specify or vary the scope of the Services able to be transacted through your Account (and where applicable, Custodian Account(s)); (iii) prescribe the types of virtual assets and currencies of fiat supported in respect of your Account; (iv) set or vary any limit regarding the Account (and where applicable, Custodian Account(s)) or Services; and/or (v) restrict or impose conditions or limits on the Account (and where applicable, Custodian Account(s)).
4.3 Any Account (and where applicable, Custodian Account(s)) is established and maintained by us for the sole purpose of providing the Services. In no circumstances should any Account be interpreted as a banking service, or a stored value facility, of any kind.
4.4 By signing up for the Account (and where applicable, Custodian Account(s)) for the use of the Services, you represent and warrant that:
4.5 In addition to the above, you agree to provide us with all information and/or documents requested by us (including such information and/or documents as may be required by us for compliance with Applicable Law) from time to time.
4.6 You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your use of the Services, including to identify or authenticate your identity or validate your funding sources or transactions. This may include, without limiting the generality of the foregoing, requiring further information and/or documents that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or payment instruments or verifying your information against third-party databases or through other sources.
4.7 We are entitled, in our sole discretion, to refuse your application for or to suspend, terminate or limit your use of the Services, and/or to change the eligibility criteria for registration at any time.
4.8 We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. By agreeing to these Terms, you confirm that you consent to us or a third-party carrying out such verifications on our behalf.
4.9 You must ensure any information provided to us, or any of our third-party service providers, is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. Failure to complete any step of the registration process may also result in your inability to use the Services.
5.1 The functions of the App, which may change from time to time without notice to you at the Company’s sole discretion, allow you to perform one or more of the following actions (as applicable), including but not limited to:
5.2 Subject always to your continuing compliance with these Terms, the Group will grant to you a limited, non-transferable, non-exclusive licence to use the App insofar as owned by or licensed through the Group on your Enabled Device and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved.
5.3 Some software components used in the App may be offered under an open source or other licence as we may notify you, in which case your use of those components of the App shall be governed by those terms to the extent only of any inconsistency between these Terms and those terms.
5.4 You acknowledge and agree that your use of your Account and the Services is at all times subject to your compliance with these Terms and all other applicable terms.
6.1 You acknowledge and agree that, in connection with your use of the App, you shall be responsible for the following, at your own cost:
6.2 Without prejudice to the foregoing and any other terms in these Terms, you shall be solely responsible and liable for any access to and use of the App and Services through your Enabled Device, notwithstanding that such access may have been effected without your knowledge, authority or consent. The Group shall not be liable to you for any loss or damage resulting from such use.
6.3 Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss/theft or unauthorised access/use by contacting us at [email protected]. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the password on your Enabled Device.
7.1 Your use of the Services may be subject to certain Fees, which will, if applicable, be debited from your Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance or Virtual Account Balance (as applicable), deducted at the settlement of your Card Balances, completion of the Swap Transactions or otherwise charged to you separately. You undertake to settle any outstanding Fees immediately upon request, failing which we reserve the right to suspend your use of the Services until all such outstanding Fees have been settled. The list of applicable Fees is set out in the relevant fee schedules, the App and the Site. The Group may in our sole discretion introduce additional Fees or otherwise adjust or update the Fees from time to time.
7.2 All applicable Fees listed in the relevant fee schedule, on the App and the Site are exclusive of any applicable taxes and the actual Fee charged will be increased to account for any such applicable taxes.
7.3 All Fees paid shall be non-refundable.
7.4 Your obligation to pay any amount under these Terms is separate from each of your other obligations to pay.
8.1 If, on any day, you and we have payment and delivery obligations in the same fiat or the same Acceptable Token in respect of two or more transactions, then we may elect for such fiat to be paid or such Acceptable Token to be delivered, on a net basis so that such obligations will be automatically satisfied and discharged. If, in respect of the same fiat or the same Acceptable Token, the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, such payment and delivery obligations will be replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
8.2 In addition to our rights under Clause 8.1, we may, at any time during the course of or following the termination of the Terms and without notice to you set off any amount or other obligation due from you (or where more than one person constitutes the client, any one or more of those persons singly or jointly) to the Group against sums due from the Group to you, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment. Any amounts that are so set off will be discharged promptly and in all respects. If, after such set-off, a balance of account is due and payable by you to the Group:
8.3 We are entitled to exercise a general lien over any or all of your property which (for any reason) is in or comes into our possession or control, except that this lien does not cover any property where it may give rise to any obligation to disclose an interest on our part. We have the right to sell such property and apply the proceeds of sale, after deduction of reasonable costs, to satisfy any amount you owe us.
8.4 For the purposes of this Clause 8, we may make any necessary currency or asset conversions at the rate(s) we reasonably consider appropriate.
8.5 Our rights under this Clause 8 are in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which we are at any time otherwise entitled or subject, whether under these Terms or by operation of Applicable Law.
You acknowledge and agree that:
Without prejudice to the foregoing, you shall not (and shall not, knowingly or otherwise, authorise, allow or assist any other party to):
By using the Services, you confirm that you have read and understood our privacy notice and consent to us collecting, using, disclosing and sharing amongst ourselves your Personal Data and disclosing such Personal Data to the Group, our authorised service providers and relevant third parties for purposes required by us to facilitate and administer your use of the Services. These purposes are set out in greater detail in our privacy notice, which is accessible at Privacy Policy
12.1 You shall accept full responsibility for the security and authenticity of all Instructions sent via the App and you shall be bound by all such Instructions. We shall be entitled to assume that all Instructions received from your Enabled Devices via the App are yours. We shall be under no obligation whatsoever to verify that such communications are in fact yours.
12.2 You are aware that Instructions and information transmitted via the App are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept these associated risks.
12.3 Any Instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instructions from the relevant system and duly informed you of such receipt. In addition, any Instructions sent by you to any third parties (for example, network merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.
12.4 Without prejudice to any of the terms in these Terms, you shall be liable for any damage that may be caused through the use of the Internet – i.e. through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.
12.5 You acknowledge and agree that in the event of any dispute arising in connection with your use of the Services, our records (including electronic, computer and microfilm stored records) of all matters relating to your use of the Services and/or of you (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. In addition, you agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.
13.1 The Group may at any time, without notice and in its sole and absolute discretion, terminate, suspend or limit your use, or the functionality, of your Account (and where applicable, Custodian Account(s)) and the Services (including freezing or closing your Custodian Account(s), Smart Contract Vault and/or Virtual Account, refusing to process any Card Transactions, reversing any Card Transaction that you have effected, refusing or suspending any transfers, deposits or withdrawals relating to the Virtual Account, or refusing or suspending any Swap Transactions) for any reason, including, without limitation (each, an "Event of Default"): (a) in the event of any breach by you of these Terms, or all other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) where the Group suspects that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) as may be informed by its internal risk monitoring policy and the profile of spending reasonably anticipated for the type of consumer group you belong to; (e) in the event you become Insolvent or any of your assets are subject to insolvency proceedings (including where there is any assignment, arrangement or composition with or for the benefit of creditors); (e) you act fraudulently or dishonestly; (f) you disaffirm, disclaim, repudiate or reject, in whole or in part, the Terms, any Confirmation or any Virtual Asset Transaction (or such action is taken by an Authorised Person on your behalf); (g) you breach any Applicable Laws; (h) any of your Acceptable Tokens and/or fiat in relation to the Account are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis; (i) you are convicted of a tax or other crime in any jurisdiction; (j) we, in our discretion, consider that the Account is being operated or any Service is otherwise being used in an irregular or improper manner; (k) anything occurs which, in our opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms; or (l) you fail to make on its due date any payment (including principal, interest or other sum) or delivery to the Group (including payment for orders), you are otherwise in breach of any term of any agreement you have with the Group or any other event of default (however described) under any other agreement between you and the Group occurs.
13.2 The Group reserves the right to reverse, cancel, refuse to honour or exclude you from participating in any incentive programmes (including but not limited to any kind of reward, cashback or referral programmes) if you are found in breach of any of these Terms, whether directly or indirectly, voluntarily or involuntarily.
13.3 Your obligations under these Terms will continue and the Group shall remain to be entitled to debit your Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance and/or Virtual Account Balance (as applicable) for any amount and charges incurred in or related to Services and the Card Transactions that are carried out before or after the termination of your Services (including APEX Card) and you shall continue to remain liable to the Group for such amounts and charges until they are paid in full.
13.4 You shall not be entitled to any payment, compensation or damages from us in relation to any suspension or termination of your use of the Services for any reason whatsoever. Any suspension or termination of your use of the Services for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension or termination, has already accrued.
13.5 You are entitled to a refund of your Wallet Balance of the Custodian Account(s), a release of your Smart Contract Vault Balance and/or a withdrawal from the Virtual Account Balance (as the case may be) upon termination of your Services (as the case may be), and such refund or release will be subject to Clauses 13.6 to 13.13 below.
13.6 The Group's rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which the Group may have (whether under these Terms, at law, in equity or otherwise).
13.7 You may at any time request for the termination of any of your Services, and, consequently the refund of your entire Wallet Balance of the Custodian Account(s), the release of your entire Smart Contract Vault Balance and/or a withdrawal from the Virtual Account Balance (as the case may be) ("User Termination"). Requests for a User Termination may be submitted to us via the App.
13.8 In order to process your request for a User Termination, the Group may ask you to provide your photographic identification documents and other details for identification purposes to enable the Group to comply with Applicable Laws.
13.9 The Group may, subject to Applicable Laws, delay, deny, or reduce the amount returned or released to you if necessary to ensure that the requested reduction or release does not result in a negative Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance and/or Virtual Account Balance (as applicable).
13.10 The Group, in its sole and absolute discretion, will determine how (e.g. on-chain transfer, bank transfer or cheque) your remaining Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance and/or Virtual Account Balance will be returned or released to you. Your remaining Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance and/or Virtual Account Balance (as applicable) will only be returned or released to you, the holder of the Custodian Account(s), the Self-custody Wallet and/or Virtual Account (as applicable), and not to any other person(s).
13.11 Any refund or release of your remaining Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance and/or Virtual Account Balance (as applicable) must be claimed and accepted by you within 3 years of issuance of such refund or release by the Group, failing which the Group reserves the right to forfeit such Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance and/or Virtual Account Balance without any prior notice.
13.12 You may be charged a fee for the refund, withdrawal or release of your Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance and/or Virtual Account Balance (as applicable) to cover the costs incurred by the Group.
13.13 In the event that your Account (and where applicable, Custodian Account(s)) becomes ineligible or is otherwise suspended or terminated pursuant to these Terms, at the sole discretion of the Group, you may be charged an account maintenance fee in respect of any Wallet Balance of the Custodian Account(s), Smart Contract Vault Balance and/or Virtual Account Balance remaining in your Account.
14.1 Except as expressly provided in these terms, to the fullest extent permitted by law, we disclaim all other representations or warranties, express or implied, made to you, your affiliates or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any service or any goods provided incidental to the services provided under these terms. Our liability in respect of representations and warranties that cannot be excluded is limited, at our option, to any one of: (i) re-supplying, replacing or repairing the services in respect of which the breach occurred or (ii) paying the cost of the re-supplying, replacement or repairing of the services in respect of which the breach occurred.
14.2 Notwithstanding anything in these terms, to the extent permitted by law, in no event shall the group or any of its representatives be liable to you: (a) for any losses or damage or claims (i) due to an unusual or unforeseeable event, outside the reasonable control of us and the consequences of which could not have been avoided even if all due care had been exercised (including but not limited to force majeure, events of war or civil unrest, natural disasters, strike, lock-out, traffic disruption, acts of domestic or foreign governmental authorities); (ii) arising from or in connection with: (a) any delay, suspension, discontinuance or failure of the app or services; (b) any rejection of the APEX card or the services; (c) any refusal to process or authorise any transaction for any reason; (d) your inability to effect or complete any transaction due to system maintenance or breakdown/non-availability of the app, network, our hardware or software or that of any third parties; (e) use of your enabled device and the services by third parties, whether authorised or unauthorised by you; (f) any theft or loss of your enabled device; (i) caused by us due to compliance with applicable laws, court orders, and/or card network rules; and (ii) arising out of or in connection with these terms for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties to these terms, regardless of whether such damages were direct or indirect, foreseeable or unforeseeable, or whether we have been advised of the possibility of such damages.
14.3 In any case, the total liability of the Group arising out of or in connection with the provision of any service under these Terms shall be limited to your Wallet Balance of Custodian Account(s), Smart Contract Vault Balance and/or the Virtual Account Balance (as applicable) as of the date your claim arises.
14.4 The Group shall not be liable for any fault on the part of any third-party service providers instructed by us. In such cases, the Group's liability shall be limited to using reasonable care in the selection, appointment and instruction of such third-party service providers (but not of any sub-contractor or other third-party such third-party service provider may use).
14.5 Nothing in these Terms shall operate to limit or exclude any liability for fraud or for death or personal injury resulting from negligence.
You agree to indemnify and hold the Group, each of its affiliates and third-party service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives ("Indemnified Parties"), harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of these Terms; (ii) your use of the App and the Services; (iii) your violation of any rule or regulation, or the rights of any third-party; and (iv) any transactions resulting from your wilful default, fraud, gross negligence or breach of these Terms.
These Terms may from time to time be updated or amended, and the Group will post any such updates on the App and the Site. Such updated Terms as posted will take effect immediately upon posting on the App and the Site. You should regularly check the App and the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the App without prior notice. By continuing to use the App and the Services (as applicable) after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated App. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the App and the Services (as applicable) immediately.
These Terms, and any rights and licences granted hereunder, are personal to you and may not be transferred or assigned by you, but may be assigned by the Group without restriction, including without limitation to any of the Group's affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void.
If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.
19.1 These Terms constitute the entire agreement between you, on the one hand, and the Group, on the other, with regard to its subject matter and supersede and invalidate all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
19.2 These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. If these Terms or any part of them are translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.
19.3 Notwithstanding the foregoing, if there are conflicts between these Terms and any Service Content, these Terms shall prevail.
20.1 These Terms shall be waived in whole or in part only with the written consent of the Group.
20.2 The delay of enforcement or the non-enforcement of any of the terms of these Terms by the Group shall not be construed as a waiver of any of the other rights of the Group arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for the Group in these Terms is exclusive of any other right, power or remedy available to the Group and each such right, power or remedy shall be cumulative.
21.1 By using the Services (as applicable), you agree that the Group, its related corporations, third-party service providers, contractors or sub-contractors may provide you with any notices or other communications relating to your use of the Services (as applicable) electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
21.2 We prefer receiving notices to us electronically through our support system at [email protected].
22.1 These (together with any other agreements subject to or connected with these) Terms and documents that confer benefits on Indemnified Parties are intended to be enforceable by each Indemnified Party by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong). The parties to these Terms do not intend that any term of these Terms should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any person other than an Indemnified Party. Notwithstanding the provisions of this Clause, these (and any other agreements subject to these) Terms may be rescinded or varied in any way and at any time by the Group and you without the consent of any Indemnified Parties.
23.1 These Terms shall be governed by and construed in accordance with the laws of Hong Kong.
23.2 Unless otherwise specified, any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
23.3 You and we agree that:
23.4 Notwithstanding any other provision of these Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
24.1 In these Terms, except where the context otherwise requires, the following words and expressions have the following meanings:
"Account"
means the account established in respect of the Services and other items, which, among other things, include the Custodian Account, the Credit Account, Self-custody Wallet and/or Virtual Account, as applicable;
"Acceptable Tokens"
means (i) in the case of a Custodian Account and Virtual Assets Services, such virtual assets which would be accepted by the Group to be deposited into the Custodian Account, which include Bitcoin (BTC), Ethereum (ETH), Tether (USDT) and USD Coin (USDC); (ii) in case of a Self-custody Wallet, such virtual assets which would be accepted by the Group to be locked in the Smart Contract Vault, which include USD Coin (USDC); in the case of Swap Transactions, such virtual assets which would be accepted by the Group, which include Bitcoin (BTC), Ethereum (ETH), Tether (USDT) and USD Coin (USDC). Such list of Acceptable Tokens may be updated from time to time at the sole discretion of the Group;
"AML/CTF"
means anti-money laundering and counter-terrorist financing;
"App"
means the mobile application software owned and released by the Group, and available for download for Android or Apple iOS, including all content and services made available on or through the same, and any and all updates, upgrades, supplements, releases and versions thereof;
"Applicable Law"
means any Hong Kong or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority;
"ATM"
means automated teller machines;
"ATM Withdrawal Services"
shall be as described under Clause 32;
"Authorised Person"
means any person you authorise (either alone or collectively) and we approve to act on your behalf in giving Instructions, entering into Swap Transactions or performing any other act in connection with these Terms;
"BIN Sponsor"
means any service provider which (i) offers card as service solutions to the Group and (ii) is an actual issuer of the APEX Card;
"Card Balances"
shall have the meaning ascribed to the term in Clause 28.1(b);
"Card Data"
means the primary account number (PAN), expiration date and security code of a APEX Card;
"Card Issuance Services"
means the card issuance Services provided by a BIN Sponsor to the Company, which enable the issuance of the APEX Card by the Company through the BIN Sponsor under the relevant Card Network;
"Card Limits"
shall have the meaning ascribed to the term in Clause 28.3;
"Card Network"
means any international credit, debit and prepaid card network which is applicable in respect of your APEX Card;
"Card Network Rules"
means the by-laws, rules, regulations, orders, requirements and interpretations issued by the Card Network or otherwise communicated to the Group and which are applicable to the acceptance of Card Transactions by the Merchants and related matters in Hong Kong, as amended from time to time by the Card Network;
"Card Transactions"
means each transaction effected by using your APEX Card or PIN;
"Chargeback"
means a dispute filed by the Group that is sent through the relevant Card Network in accordance with the relevant Card Network Rules relating to a Card Transaction;
"Confirmation"
means a trade confirmation (or similar) relating to a Swap Transaction;
"Converted Assets"
shall have the meaning ascribed to the term in Clause 28.2;
"Custodian Account"
means the custodian account opened by a user with the Custodian, including a Debit Account and a Credit Account;
"Custodian"
means the Custodian contracted with the Company, or any other concurrent and/or successor service provider(s) appointed from time to time;
"Debit Account"
means the debit account opened by a user with the Custodian, including a cryptocurrency wallet hosted by the Custodian, which allows a user to keep in custody with the Custodian the fiat currency and types of Acceptable Tokens;
"Enabled Device"
means the mobile communications or other device successfully registered by you for use in connection with the App and Services;
"Event of Default"
shall have the meaning ascribed to the term in Clause 13.1;
"Fees"
means all applicable fees and charges imposed by the Group, the relevant BIN Sponsor, the Custodian, the Smart Contract, the Card Network and/or otherwise in relation to the use of the Services, including the APEX Card, the Custodian Account(s), the Smart Contract Vault and/or the Virtual Account;
"Group/we/us/our"
means the APEX Company and any other entity directly or indirectly affiliated for the provisions of services. The rights and obligations of each member of the Group under these Terms are several and not joint. No member of the Group shall be liable for an act or omission by another member of the Group;
"Insolvent"
means, if the person:
"Instructions"
means any written instructions (including information, communications, orders or messages) given by a user (or a person reasonably believed by the Custodian to be an authorised person of the user), including communications effected directly between protected electromechanical or electronic devices, in each case in accordance with such testing and authentication procedures and subject to any limitations in scope of authority, oral instructions (including information, communications, orders or messages) , whether automated or not, referable to you;
''KYC"
means know-your-customer;
"KYT"
means know-your-transactions;
"Merchant"
means a retailer, merchant or other supplier of goods and/or services which accepts payment by means of a card, card number, PIN or card and signature;
"Non-Trading Instructions"
means an instruction given by you (or any of your Authorised Persons) in relation to any action other than Trading Instruction;
"Personal Data"
means data, whether true or not, about an individual who can be identified: (a) from that data, or (b) from that data and other information to which the organisation has or is likely to have access;
"PIN"
means such code or number that is used by us for the purpose of identification when you access information, give any instruction or conduct any transaction using your RedotPay Card or when you access any other Services;
"Pooled Account"
shall have the meaning ascribed to the term in Clause 25.9;
"Proscribed Address"
means:
"Proscribed Person"
means a person who, in our determination:
"APEX Card"
means APEX crypto card, available as either a virtual or physical card, which is provided to you by the Company or Group, allowing for transactions and (where applicable) access to credit secured by your deposited virtual assets held by the Custodian or your virtual assets locked in the Smart Contract (as the case may be);
"APEX Main Account"
shall have the meaning ascribed to the term in Clause 38.2;
"Self-custody Wallet"
means the cryptocurrency wallet in respect of which a user has control through holding the private key to the wallet and has full right, power and authority to manage the virtual assets therein, save as otherwise provided under these Terms;
"Service Content"
means data, information, materials, advertisements, text, audio, video, graphics, software and other content on the Site and App;
"Services"
means the Site, App, Service Content and all related features, services, content and applications (including those described in Clause 3.1) which the Group may make available to you from time to time;
"Settlement Amount"
means, in respect of a Card Transaction, the aggregate of (i) the monetary value of the Card Transaction, (ii) any relevant Fees for the Card Transaction, and (iii) any buffer as may be applicable at the Group 's sole discretion at the time of the Card Transaction;
"Settlement Assets"
shall have the meaning ascribed to the term in Clause 28.2;
"Site"
means the website https://www.redotpay.com/;
"Smart Contract"
means, if you are using a Self-custody Wallet in connection with the Services, the programmable agreement between the Group and you, which operates on a decentralised blockchain network and is designed to automatically execute, control and/or legally document the series of relevant events in connection with your use of the Services, including the RedotPay Card and the Smart Contract Vault;
"Smart Contract Vault"
means, if you are using a Self-custody Wallet in connection with the Services, the secure digital repository within your Self-custody Wallet that utilises smart contract technology to lock the Locked Tokens;
"Smart Contract Vault Balance"
means the total amount of Locked Tokens locked in the Smart Contract Vault, as may be increased or decreased according to these Terms;
"Swap Agreed Communication Methods"
shall have the meaning ascribed to the term in Clause 33.6;
"Swap Transactions"
shall have the meaning ascribed to the term in Clause 33.1;
"Third Party Payment Providers"
shall have the meaning ascribed to the term in Clause 36.5;
"Third Party Service Providers"
shall have the meaning ascribed to the term in Clause 45.1;
"TPSP Accounts"
shall have the meaning ascribed to the term in Clause 45.3;
"Trade Marks"
shall have the meaning ascribed to the term in Clause 9(a);
"Trading Hours"
shall have the meaning ascribed to the term in Clause 33.10;
"Trading Instructions"
an instruction given by you (or any of your Authorised Persons) in relation to Swap Transactions;
"Transaction History"
means the transaction history of your Account and Services and details of your Custodian Account(s), Smart Contract Vault and/or Virtual Account (as applicable);
"User Termination"
shall have the meaning ascribed to the term in Clause 13.7;
"Virtual Account"
shall have the meaning ascribed to the term in Clause 38.1;
"Virtual Account Balance"
means the total amount of Virtual Account Deposits deposited in the Virtual Account, as may be increased or decreased according to these Terms;
"Virtual Account Deposits"
such fiat which would be accepted by the Group to be deposited into the Virtual Account, which includes US Dollars. Such list of currencies allowed to be deposited in the Virtual Account may be updated from time to time at the sole discretion of the Group;
"Virtual Account Service Provider(s)"
means the Company, or any other concurrent and/or successor Virtual Account service provider(s) appointed from time to time;
"Wallet Balance"
means the total amount of fiat currency and virtual assets (as applicable) held in your Custodian Account(s), as may be increased or decreased according to these Terms; and
"you/your"
means, jointly and severally, the individual(s) who is/are the user(s) of the Services provided by the Group.
24.2 Unless the contrary intention appears, a reference in these Terms to:
24.3 Headings
Headings should be disregarded in the interpretation of these Terms.