Terms and Conditions

ABOUT OBLIGATO.IO

'obligato.io' is a brand operated by the Aerapass Group (as hereinafter defined). 'obligato.io' is not a separate legal entity. All products and services offered under the 'obligato.io' brand on https://app.obligato.io/ are provided by the various regulated entities part of the Aerapass Group, as further described in these Terms.

ABOUT THESE TERMS

These are our general terms and conditions for all Clients. Together with any other policies and/or terms and conditions otherwise agreed between you and Aerapass in writing, they form the agreement between us for any products and services you may have access to from time to time by using the Online Payment System (as hereinafter defined).

CONFLICTS OR INCONSISTENCIES

In the event of any conflict or inconsistency between any provision of these General Terms and Conditions and any other terms and conditions otherwise agreed between us in writing, the documents shall be construed in the following order of precedence:

(i)

any other terms and conditions agreed between the Parties in writing; and
(ii)

these General Terms and Conditions.

In the event that such construction fails to resolve the conflict or inconsistency, such conflict or inconsistency will be resolved in Aerapass' favour. If there is any inconsistency between different versions of the General Terms and Conditions and/or any specific Terms and Conditions, the most recent version available on this website (https://app.obligato.io/) will prevail.

1. DEFINITIONS

1.1.

In these Terms and Conditions, for case of reference, unless the context otherwise requires:

“Aerapass” and/or the “Aerapass Group” means, as the case may be and depending on the relevant Services being provided, a series of Related Companies incorporated and/or regulated in their respective jurisdictions as follows:
1. (i)
  
  Aerapass Limited, a company incorporated in Hong Kong S.A.R., the technology provider operating the Online Payment System;
2. (ii)
  
  Aerapay Limited, a company incorporated and regulated as a money services operator in Hong Kong S.A.R., to provide remittance services of fiat currency;
3. (iii)
  
  10784214 Canada Inc., a corporation registered and regulated as a money services business in Quebec, Canada, to provide remittance services of digital/crypto currencies;
4. (iv)
  
  Aera Custody Ltd, a company incorporated in Hong Kong S.A.R. and regulated by the Hong Kong Companies Registry as a Trust or Company Service Provider;
5. (v)
  
  Aeratrade Pte. Ltd, a company incorporated in Singapore and regulated by the Singapore Ministry of Law as a licensed Dealer of Precious Stones and Precious Metals to provide precious metals trading services;
6. (vi)
  
  Aerapass Sp. Z o.o., a company registered and regulated as a virtual asset service provider in Poland to provide remittance services of digital/crypto currencies and debit/prepaid card services; and
7. (vii)
  
  Aerapass Pty. Ltd., a company incorporated in Queensland, Australia.
This definition may also include from any Aerapass’ banking partners time to time.

“API” means any application programming interfaces in relation to the Online Payment System constituting a Service, or provided by Aerapass as part of the Services. The API allows Client to access the following services including but not limited to:-
1. (i)
  
  Creation of digital banking and payment services accounts;
2. (ii)
  
  Client Due Diligence & lifecycle management;
3. (iii)
  
  Balance and transaction listing;
4. (iv)
  
  Handling Transactions for deposits, transfers and withdrawals; and
5. (v)
  
  Managing physical and virtual cards.
“Aerapass’ Data Privacy Notice” means the policy in relation to Aerapass’ treatment of all Confidential Information for the purposes of Clause 7 below and available on Aerapass’ website at https://aerapass.io/privacy.html.

“Aerapass’ Complaints Policy” means the policy in relation to Aerapass’ treatment of any Client’s complaints as a first means of dispute resolution made available on Aerapass’ website at https://help.aerapass.io/en/articles/2764956-complaints-policy.

“Authorised User” means any individual, agent, attorney or any kind of representative lawfully authorised by the Client to log on the Online Payment System on behalf of the Client by using the Client’s Access Methods and access the Client’s Holding Balance.

“Client, you, your, yours” means the individual or corporate entity entering into this Agreement with Aerapass as a Party.

“Client Access Methods” means the unique password(s), two factor authentication system, and any means of user identification required to access the Online Payment System.

“Confidential Information” shall have the meaning ascribed to it pursuant to Clause 7.2 hereunder.

“Instruction Funds” means the type of currency (or product) and amount Client agrees to purchase, sell, or transfer.

“Facility” means the terms for Settlement and foreign currency trading limit(s) or rates that Aerapass, in its sole discretion, may grant Client from time to time. Additional detail with respect to Client’s Facility may be set forth in a written communication and delivered to Client by Aerapass.

“Foreign Currency Transaction” means a set of instructions provided by Client pursuant to which Client agrees to purchase from or sell to Aerapass a specific amount of funds in one currency and to settle in a specific amount of funds in any another currency permitted by the Online Payment System. Such transactions include any transactions in connection with fiat, digital currency, precious metal and securities/investment product which are made available from time to time on the Online Payment System to the Client.

“Holding Balance(s)” means the Client’s funds held by Aerapass as nominee for Client for its convenience, pending receipt by Aerapass of an Instruction from Client for further Settlement or transfers. Such Holding Balance(s) may be maintained in a Holding Balance and managed by both Client and Aerapass pursuant to this Agreement. Client shall be responsible for all risks (e.g. sudden fluctuations and volatility of the foreign currency market) associated with maintaining the Holding Balance in one or more foreign currencies. If Aerapass does not receive a timely Instruction for the disposition of such funds, those funds may be converted to Client’s home currency at the then-prevailing exchange rate and settled with Client.

“Instruction(s)” means any requests made by Client for Aerapass to provide or subscribe to the Services in any manner specific by the Client.

“Online Payment System” means Aerapass’ proprietary online system(s) and all APIs in connection to the said system(s) by virtue of which Aerapass delivers its Services to Client, including but not limited to requesting, executing payments and processing remittance.

“Party” or “Parties” means individually or collectively Client and/or Aerapass.

“Related Company(ies)” has the meaning given in the Companies Ordinance (Chapter 32) for the time being in force in Hong Kong S.A.R. or any company subsidiary to Aerapass or related to it due to having the same majority shareholding or same managing director(s).

“Relevant Transaction” means any transaction(s) that is the subject of a dispute between Client and Aerapass.

“Services” means all technology, services, whether financial or non-financial, provided or to be provided by Aerapass, including without limitation recording and processing Instructions and executing Transactions (including Foreign Currency Transactions), the development, provision, and use of API, products, technology functionality and facilities offered by Aerapass from time to time, and online prepaid card and investment product listing facilities made available pursuant to this Agreement and/or any other agreement between the Parties. By subscribing to the 'obligato.io' services, the Client may elect to receive additional, enhanced Transaction privacy and security management services.

“Settlement” means the total amount, including the cost of currency acquisition as well as any applicable fees and charges Client owes to Aerapass. If Settlement is paid to Aerapass electronically, client agrees that Settlement shall not be recalled by Client without Aerapass' prior written consent.

“Terms and Conditions” means this Agreement and any Exhibits, Attachments, Schedules and Addendum, which taken together, shall govern the relationship between the Parties, as it relates to the ordering, delivery and receipt of the Services contemplated herein.

“Transaction” means any transaction (e.g. Foreign Currency Transactions, electronic payments, digital and/or foreign currency conversions, etc.) that is requested by Client on the Online Payment System pursuant to a Client’s Instruction and carried out by Aerapass as part of providing its Services to Client.

“Transaction Confirmation” means the confirmation transmitted to Client by the Online Payment System after the Client has submitted Instructions to the effect that any Transaction requested on the Online Payment System has been recorded or completed as the case may be.

“Transaction Date” means the date on which Aerapass executed an Instruction on behalf of Client regarding the receipt or initiation of a payment in a particular amount. Unless the context requires otherwise, the singular includes the plural and vice versa and the words importing a gender include every gender.

2. CONDUCTING BUSINESS WITH AERAPASS

2.1.

All Services shall be provided by Aerapass and its Related Companies or associated entities in their respective jurisdictions for their respective services. All Services covered by this Agreement shall be provided by Aerapass to Client on and through the Aerapass’ Online Payment System. Upon registration by Client on an account on the Online Payment System, Client shall be assigned an Online Payment System account and Holding Balance accessible through the Client Access Methods that enables Client to send Instruction to Aerapass.
2.2.

All Clients must have access to their Holding Balance via the Client Access Methods on Aerapass’ Online Payment System.
2.3.

Client hereby authorizes Aerapass to accept, act and rely upon any Instruction that Aerapass reasonably believes to have been made by Client in order to provide the Services.
2.4.

Before transmitting an Instruction, Client shall be responsible for ensuring all information contained in the Instruction is complete and accurate. Where any supporting documents are required to validate an Instruction, such documents shall be in English and fully legible. If Client subsequently learns of any error in an Instruction, Client shall immediately notify Aerapass in writing.
2.5.

While all information provided by the Client to Aerapass (including but not limited to Transaction Instruction(s) or Confidential Information as hereunder defined), whether during the account opening procedures, or any other documentation as required to be completed by Client as part of Aerapass’ ‘know-your customer’ (“KYC”) and anti-money laundering due diligence (“AML”) or any other documentation provided by Client to Aerapass shall be deemed true, correct and complete in all respects. Client shall undertake to inform Aerapass promptly (and in any event no later than thirty (30) days from the date of the change) of any change of facts or circumstances which may render any such information previously provided outdated, incorrect or untrue, and forthwith provide any information or documentation as Aerapass may at its sole discretion require for the purposes of verifying the accuracy of the updated information.
2.6.

In the event that Client fails to provide a timely, complete, accurate and legible Instruction, Aerapass may place the Instruction Funds in a Holding Balance as nominee for Client pending receipt from Client of the information necessary to complete the transaction(s), provided that Client is not otherwise in default hereunder. Aerapass shall not be liable for any loss or damage suffered by Client as a result of any such delay.

3. CANCELLING INSTRUCTIONS AND FOREIGN CURRENCY TRANSACTIONS

3.1.

Client may authorise Aerapass to execute Foreign Currency Transactions by delivering Instructions. Each Foreign Currency Transaction will be governed by the provisions of this Clause. Aerapass may refuse to enter into any Foreign Currency Transaction at its absolute discretion.
3.2.

To provide Instructions to Aerapass to enter into a Foreign Currency Transaction, Client shall deposit to the Online Payment System a full transferable amount of funds. Aerapass shall provide no credit facilities to Client. Aerapass provides its Services on a pre-paid basis exclusively. Aerapass shall ensure to maintain the relative value of the funds to be purchased from or transferred by Client to Aerapass. Any funds delivered by Client and received by Aerapass on the Online Payment System shall be deemed as non-refundable and will, unless otherwise agreed in writing between the Parties, be applied to satisfy Client’s total payment obligation owed to Aerapass with respect to the relevant Foreign Currency Transaction.
3.3.

Once Settlement has been received by Aerapass, Aerapass will deliver the funds in accordance with Client’s Instruction or, if no such instruction is provided as to withdraw the funds out of the Online Payment System, into Client’s Holding Balance on the Online Payment System. Payments shall be made by deducting funds from Client’s own Holding Balance(s) by providing an Instruction to Aerapass via the Online Payment System. Client shall provide to Aerapass all necessary remittance details and Instructions to Aerapass to initiate the payment.
3.4.

Except as contemplated herein, Client understands that any Transaction or Settlement, once agreed upon and executed, cannot generally be terminated or reversed unless the Parties mutually arrange for such action to be taken.
3.5.

Client shall communicate immediately to Aerapass, and in any event before the execution of any Transaction on the Online Payment System, Client’s intentions to cancel its Instructions. In the event that any Transaction is cancelled, Aerapass may terminate it without any further notice to Client and without any liability to Aerapass and Aerapass may take any other steps Aerapass deems appropriate to mitigate the potential loss(es) caused by Client’s late decision to reverse the relevant Instructions in relation to such Transaction. In the event of such termination, Client agrees to pay to Aerapass the amount of any losses and expenses incurred by Aerapass in connection with the cancellation of the Transaction, if any. The said amounts shall be deducted by Aerapass from Client’s Holding Balance.
3.6.

Where a Transaction has been terminated pursuant to the foregoing, Client agrees that Aerapass’ sole liability shall be to return any amounts Client has paid to and received by Aerapass that remain after deducting all amounts owed to Aerapass. In the event of any currency fluctuations or market volatility the amounts to be settled with Client shall be agreed beforehand between the Parties but may not be higher than whichever amount is returned to Aerapass by its banking institutions.

4. ONLINE PAYMENT SYSTEM AND API LICENSE AND TERMS OF USE

4.1.

In consideration of Client's undertaking to be bound by this Agreement, and upon Client's request to obtain access to the Online Payment System, Client shall be granted, for so long this Agreement remains in effect until termination of the Client's access to the Online Payment System a non-exclusive, non-transferable, and non-sublicensable license to use certain portions of the Online Payment System for the sole purpose of facilitating Client's use of Services, where applicable. This Agreement shall be applicable to you in its entirety also in the event that Aerapass has agreed to provide to you a licence for Client's use of any Aerapass API.
4.2.

Client agrees that the Online Payment System and any API are and shall remain the exclusive property of Aerapass. Accordingly, Client shall not re-distribute, reproduce, hack, or disclose the source code of the Online Payment System or any related API to, or permit the use of the Online Payment System and/or any related API by, any third party. Client shall not, directly or indirectly, decompile, disassemble, reverse engineer, or otherwise attempt to derive or discern the source code or internal working of the Online Payment System and/or any related API or provide any similar products to its own customers. Any violation of this provision shall amount to Client's material breach of this Agreement and shall make Client liable for damages or any other remedy available to Aerapass.
4.3.

Client understands the importance of security and agrees to use the Online Payment System and any API solely in the ordinary course of Client's business relationship with Aerapass, and Client further agrees to restrict the access to the Online Payment System and any related API.
4.4.

Aerapass may at any time require, upon Aerapass' written request, that Client or a person reasonably satisfactory to Aerapass, provide Aerapass with a guarantee, indemnity, cash reserve or any other security (including the replacement of any existing security) to secure to Aerapass' reasonable satisfaction the performance of Client's obligation (including contingent or potential obligations) under this Agreement, but not in particular with respect to the security requirements outlined for in this Clause 4 and in Clause 5 hereunder.
4.5.

As a further measure to mitigate Aerapass' risk of exposure to acts of fraud which may be committed by Client or on Client's behalf, Aerapass shall have the right to hold from Client's Holding Balance a sum equal to ten percent (10%) of Client's total Transaction volume as a refundable deposit (the "Security Reserve"). The Security Reserve may be held at Aerapass' discretion and for a period of not less than six (6) months starting from the date of Client's registration on the Online Payment System. Upon expiry of the said 6-month period, Aerapass shall review the Client's fraud risk profile and either (a) refund the Security Reserve to Client, or (b) reassess the percentage amount of total transaction volume to be held as Security Reserve from Client's Holding Balance for a further period of six (6) months, following which Aerapass will conduct a further review of Client's fraud risk profile.
4.6.

Client agrees that Aerapass may terminate Client's license to access and use the Online Payment System and/or any related API at any time for any reason. Aerapass shall provide written notification of such termination sixty (60) days prior to termination, unless a notice period is not possible, for example, in instances such as, including but not limited to, a request from governmental and/or regulatory authorities, misuse of the Online Payment System including for purposes of fraud or misrepresentation, etc.

5. ONLINE PAYMENT SYSTEM SECURITY

5.1.

Upon Client's request to be granted access to the Online Payment System, Aerapass shall issue the Client Access Methods to Client and Client shall assume sole responsibility for use and security of such Access Methods.
5.2.

The security of Client's access to and transactions on the Online Payment System, including, but not limited to, the security and secrecy of the Client Access Methods, shall at all times be the sole responsibility of Client. Use of two factor authentication methods is mandatory for all Client Access Methods.
5.3.

Client shall provide Aerapass with the details of all representatives who are allowed to access and transaction on its behalf on the Aerapass' Online Payment System to, among other things, initiate a Transaction.
5.4.

Client shall notify Aerapass immediately in the event of any suspected breach of the Client Access Methods, any change in the information, or upon learning of any actual or suspected compromise in the security of the Client Access Methods. Only Client shall be responsible for the security of its Client Access Methods and agrees that any use of the same to provide an instruction to Aerapass shall be binding on Client.
5.5.

Client understands that access to the secure areas of the Online Payment System is restricted. Any unauthorised attempts to access these areas may be subject to the Client Access Methods to be locked.
5.6.

Client agrees that only the persons recorded in the Online Payment System are authorised to give Instructions on Client's behalf and that Aerapass is authorized to act in accordance with any Instruction given by any such person or any person who purports to be such person. If Client wishes to change any authorized person, where applicable, it shall be permitted to do so by notifying in writing. Client acknowledges that until actual receipt of such written notice, Aerapass is entitled to rely on Client's most recent list of authorized persons.
5.7.

Client agrees that Aerapass may act solely on, and Client shall be bound by any Instructions received through the Online Payment System.
5.8.

Aerapass may issue to Client a Transaction Confirmation setting forth the details of any Instruction that Aerapass receives. If there are any discrepancies between the Instruction and the Transaction Confirmation, Client must immediately notify Aerapass of such discrepancy. If Client does not communicate any discrepancies within one (1) business day of the day that Aerapass sends a Transaction Confirmation, then the Transaction Confirmation shall constitute conclusive proof of the details of the Instruction. Notwithstanding the foregoing, Client shall be bound by the terms upon which Aerapass accepted any Instruction, regardless of whether Client received a Transaction Confirmation.

6. HOLDING BALANCES

6.1.

Aerapass shall credit all or any part of any funds, assets or instruments paid or delivered to the Client to a Holding Balance. The Holding Balance shall be displayed on a ledger within the Online Payment System and shall reflect the Client's positions. A Holding Balance may consist of (a) fiat currency; (b) digital or virtual currencies (including stablecoins or any tokenised representations of value); (c) tokenised or digital representations of precious metals; and (d) tokenised or digital representations of securities / investment products, in each case as permitted by Applicable Laws and supported by the Online Payment System.
6.2.

Aerapass shall have the right to commingle funds held for Client in a Holding Balance with funds held for other clients of Aerapass provided that Aerapass maintains sufficient accounting records to determine what part of the commingled funds are held for Client.
6.3.

Aerapass' Fees as against Holding Balances.

6.3.1.

In the event of default in payment by Client of any fees or invoices, Aerapass may satisfy any liability arising hereunder to Aerapass out of the Client's or Client's customers' funds maintained in the Client's Holding Balance, without prior notification to Client. Such steps shall be at the sole discretion of Aerapass, and Client agrees
1. (i)
  
  that Aerapass shall have no liability to Client or Client's customers, if any; and
2. (ii)
  
  Client waives any claim or action and indemnity against Aerapass, and hold Aerapass harmless from all liability, claims, damages, and costs, including all reasonable fees incurred by Aerapass resulting from Client's failure to pay and Aerapass' efforts to collect any balances due.

6.3.2.

In the event that Client's Holding Balance is nil, Client shall remain liable to Aerapass for full settlement of any sums owing and will endeavour to promptly pay on demand the amount of any loss or expense sustained by Aerapass where applicable.
6.3.3.

In the event that any transfer authorised by Client is dishonoured by Client, Aerapass will charge, and Client agrees to pay, all processing costs associated with each rejected electronic debit, if any.
6.3.4.

In any other event, Aerapass shall have the right to suspend and/or ultimately terminate the Services and/or initiate any proceedings necessary to recover any fee balances due.

6.4.

Security and Privacy Management of Holding Balances. Only where the Client has subscribed to the enhanced Transaction privacy and security management services available for specific Transactions on the Online Payment System, the following provisions shall apply:-
1. 6.4.1.
  
  The Client expressly acknowledges and agrees that, as a pre-condition of accessing the enhanced privacy and security management services for specific Transactions, all funds, assets, instruments or securities / investment products credited to or recorded in the Holding Balance in connection with such a Transaction (the "Assets") are irrevocably transferred to and shall vest absolutely in Aerapass. The Client hereby irrevocably renounces, assigns, and disclaims any and all legal and beneficial ownership, right, title or interest in and to such Assets, which shall vest solely, exclusively and unconditionally in Aerapass.
2. 6.4.2.
  
  Aerapass shall retain at all times full legal and beneficial ownership of, and all rights of control, custody, management, and security interests over the Assets, including the right to encumber, pledge, dispose of, or otherwise deal with the Assets in its sole discretion.
3. 6.4.3.
  
  Aerapass will, in its sole discretion, appoint one or more third-party custodians or trustees (the "Custodian") to hold the Assets exclusively on trust for Aerapass. While Aerapass may provide directions or recommendations to the Custodian regarding the management, disposition, or application of the Assets, the Custodian shall retain ultimate discretion in dealing with the Assets.
4. 6.4.4.
  
  The Client acknowledges and agrees that (i) it shall have no legal or equitable proprietary rights, security rights, beneficial interests or claims in or to the Assets, whether directly, indirectly or through Aerapass or the Custodian; (ii) the Custodian's duties are owed solely to Aerapass, and the Client shall have no proprietary rights or claims as against Aerapass or the Custodian; and (iii) the Client's sole rights in relation to the Assets shall be limited to contractual rights and personal remedies against Aerapass for failure to comply with the Instructions under this Agreement. No proprietary, restitutionary, equitable or trust remedies shall be available to the Client in respect of the Assets once these have been transferred to Aerapass.

7. INTELLECTUAL PROPERTY RIGHTS, DATA PRIVACY AND CONFIDENTIALITY

7.1.

Intellectual Property Rights.
1. 7.1.1.
  
  Client agrees that all Aerapass' webpages (including service marks, logos and trademarks), Services, applications, API, process and systems are the exclusive property of Aerapass and protected by copyright law or other international intellectual property laws. Except as set forth in this Clause, Client may not (i) reproduce any part(s) thereof in any form; (ii) incorporate the site into other websites, electronic retrieval systems, publications or otherwise. Client shall be permitted to view, use and download a single copy of any relevant webpage(s), (but not any applications, processes or systems) for the purposes of its internal recordkeeping and accounting for transactions.
2. 7.1.2.
  
  Client acknowledges and agrees that all copyright and other intellectual property rights in and produced by Aerapass in carrying out any of the Services for Client shall be the exclusive property of Aerapass. Client shall be permitted to use such reports, compilations or databases for its own internal business purposes but it shall not disclose, disseminate, sell or otherwise make any such deliverables available to any third party whether in whole or in part under any circumstance.
3. 7.1.3.
  
  While using Aerapass' Services, Client may use certain software (including without limitation developer tools, sample source code, and code libraries in relation to the API), data, materials, content and printed and electronic documentation (including any specifications and integration guides) developed and provided by Aerapass or its Related Companies to Client from the Online Payment System (collectively the "Aerapass IP"). The Aerapass IP may be used only for Client's own use and solely as necessary in relation to the Services.
4. 7.1.4.
  
  Client shall not, and may not attempt to, directly or indirectly
  1. (i)
    
    transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Services or the Aerapass IP to any person or entity;
  2. (ii)
    
    remove, obscure, or alter any notice of any of our trademarks, or other intellectual property appearing on or contained within the Services or on any Aerapass IP;
  3. (iii)
    
    modify, copy, tamper with or otherwise create derivative works of any software included in the Aerapass IP; or
  4. (iv)
    
    reverse engineer, disassemble, or decompile the Aerapass IP or the Services or apply any other process or procedure to derive the source code of any software included in the Aerapass IP, the API or as part of the Services.

7.2.

Protection of Data Privacy.
1. 7.2.1.
  
  To enable Aerapass to consider whether to provide any Services to Client, Client shall be required to supply to Aerapass from time to time personal or other information relating to Client, Client's authorised representatives, authorised operators, attorneys and connected persons and failure to do so may result in Aerapass' inability to provide the Services.
2. 7.2.2.
  
  In the provision of its Services to Client, Aerapass may be required to collect personal, sensitive or confidential data or any confidential information of any nature of Client, Client's authorised representatives, authorised operators, attorneys and connected persons (collectively the "Confidential Information").
3. 7.2.3.
  
  Client hereby irrevocably authorises Aerapass to disclose any Confidential Information and/or any documentation containing such information and data in relation to Client to:
  1. (i)
    
    its subsidiaries, branches, representative offices, or any other member of the Aerapass Group;
  2. (ii)
    
    any financial institution, counterparty, broker, agent custodian, Clearing House, depository, depository agent, mutual funds, hedge funds and private equity funds (including but not limited to the regulators, distributors, managers, administrators and custodians of the mutual funds, hedge funds and private equity funds) in connection with any transaction effected by or for Client;
  3. (iii)
    
    vendors, installers, or servicers of the Aerapass' computer systems;
  4. (iv)
    
    any person for whose liabilities Client is or intends to be surety or Client has given or intends to give security to Aerapass;
  5. (v)
    
    any government, exchange, banking institution, market, or other authority or regulatory body or industry body or association of financial services providers having jurisdiction over Aerapass or any member of its group of companies or over any transactions effected by Client or for Client's account;
  6. (vi)
    
    any local or foreign legal or regulatory body, government, tax or law enforcement authority or other regulatory body or authority in any jurisdiction with whom Aerapass or any member of its group of companies has assumed or is being imposed upon or is subject to any existing or future contractual or other commitment by reason of its financial, commercial, business or other interests or activities in or related to the jurisdiction in which the relevant regulatory body or authority is located;
  7. (vii)
    
    any person (including any agent, contractor or third party service provider) with whom or to whom Aerapass contracts or proposes to contract or outsource or proposes to outsource with regard to the provision of Services in respect of Client's Account(s) or in connection with the operation of Aerapass' business;
  8. (viii)
    
    any person to whom Aerapass may be required by law to disclose to;
  9. (ix)
    
    any person to whom Client authorises Aerapass to disclose;
  10. (x)
    
    any other person in accordance with the policies of Aerapass on use and disclosure of Confidential Information as set out in the Data Privacy Notice which is accessible online on the Aerapass' website or available on request.
4. 7.2.4.
  
  Client's personal information is processed under the applicable laws and controlled by Aerapass in accordance with this Clause and the Aerapass' Data Privacy Notice. Client's personal information includes data relating to Client's officers, directors, beneficial owners, shareholders, employees and authorized users.
5. 7.2.5.
  
  Aerapass uses personal information the Client provides to Aerapass when using Aerapass' Services, as well as other information that is collected or generated during Aerapass' relationship with Client. This may include information from other services like money transfer, bill and business payment, loyalty or membership program details, historical transactions, and marketing choices. Aerapass may also use, collect from and share with other business who work with Aerapass, information from other products and services and convenience and/or rewards programs, which Client has registered for during Client's relationship with Aerapass. Aerapass will hold and retain the information that Client provides to Aerapass about any other person including the details of any of Client's nominated beneficiaries in order to execute transactions. It is the Client's obligation to ensure, prior to providing this information, that Client has notified and secured authorization from any other person on Aerapass' use and disclosure of this information as set out in this Clause.
6. 7.2.6.
  
  Personal information is further used to provide Client with the Services. Client agreed to and activities like administration, customer service, anti-money laundering obligations, validate Client details, to complete analysis and research, to help prevent and detect of fraud, debt and theft recovery, and to help Aerapass improve its products and services and operations. Client warrants that all the said personal information or personal data provided by Client to Aerapass from time to time in any documentation as required to be completed by Client as part of Aerapass "know-your-customer" and anti-money laundering ongoing due diligence or any other documentation provided by Client to Aerapass is true, correct and complete in all respects. Client further undertakes to inform Aerapass promptly (and in any event no later than seven (7) days from the date of the change) of any change of facts or circumstances which may render any such information previously provided incorrect or untrue and forthwith provide any information or documentation as Aerapass may in its sole discretion require for the purposes of verifying the accuracy of the updated information.
7. 7.2.7.
  
  Client consents to Aerapass and its respective agents, authorised service providers and business partners collecting (including by way of recorded voice calls), using and disclosing Client's personal data for purposes reasonably required by Aerapass to enable them to provide the products and Services to Client. Client confirms that it has read and understood the terms set out in our Data Privacy Notice which is accessible online on Aerapass' website or available on request.
8. 7.2.8.
  
  Client further undertakes to ensure that any person whose Confidential Information Client discloses to Aerapass and its representatives, and any person whom Client authorizes or permit to access the Services, has, prior to such disclosure or access,
  1. (i)
    
    agreed and consented to their Confidential Information being disclosed, and collection (including by way of recorded voice calls), use and disclosure of their Confidential Information for purposes reasonably required to enable Aerapass and its representatives to provide the products and Services to Client and/or such person, and
  2. (ii)
    
    read and consented to any policy prepared by Aerapass in relation to protection of data privacy and Confidentiality Information and is aware of their rights as set out in the aforesaid policies, if applicable.
9. 7.2.9.
  
  Aerapass may provide the information it holds to parties located outside Client's jurisdiction, including the USA or the European Union. Aerapass may also provide the information to other organisations that help Aerapass run its business, if there is a reasonable need to carry out or aid the payment services, future services, or for any of the reasons or uses set out in this Clause. Aerapass may add, to the information provided by the Client, information available from other businesses or individuals, including information to validate the accuracy of Client information provided by Client. Aerapass may also give information to third parties, where there is a reasonable need, to help prevent and detect crime, to prosecute offenders or legal reasons.
10. 7.2.10.
  
  The information Aerapass holds may be accessed by Aerapass and its affiliates for any of the purposes set out in this Clause or for other purposes to which Client has agreed to. Client has a right to request Aerapass to access and receive a copy of Client's information, for which Aerapass may charge a small fee. Client can also correct, erase or limit Aerapass' use of the information which is incomplete, inaccurate or out-of-date. Client may object at any time on legitimate reasons to the use of Client's information by Aerapass or its affiliates, where the processing is not required to complete the Service or required by law or regulation. If Client wishes to exercise these rights or no longer to receive commercial communications from Aerapass, it may contact Aerapass by phone at +852 5801 0003 or by email to accounts@aerapass.com.
11. 7.2.11.
  
  Client agrees that Aerapass and any member of the Aerapass Group may disclose any Tax Information and the Tax Information of any other connected person to any Authority in any jurisdiction for the purpose of ensuring its compliance with Applicable Laws and Regulations. Client hereby waives, and where reasonably required by Aerapass, agree to procure any other connected person to waive, any applicable restrictions that would otherwise but for this waiver hinder or restrict Aerapass from disclosing Tax Information in the manner described herein. Client agrees that where the personal information provided is inaccurate, incomplete, or not promptly corrected or updated, Aerapass may take one or more of the following actions at any time to ensure compliance with Applicable Laws and Regulations:
  1. (i)
    
    terminate Client's Services and discontinue entirely or in part our relationship with Client; and/or
  2. (ii)
    
    provide (whether before or after the termination of Client's Account) Tax Information relating to Client or any Connected Person to such Authority in any jurisdiction.
12. 7.2.12.
  
  In the event that Client is located in the European Union, for the purposes of Aerapass’ compliance with the EU's General Data Protection Regulation, and notwithstanding anything in this Agreement to the contrary, Aerapass does not seek agreement with the Aerapass’ Data Privacy Notice or consent to collect, use, disclose or process Client’s Confidential Information as referred to in this Clause either from Client in respect of Client’s Confidential Information or from any person whom Client authorises or permits to access the Services in respect of Client’s Confidential Information or whose Confidential Information Client provides to Aerapass in the course of Aerapass’ provision of the Services to Client. Aerapass relies on the legal basis set out in the EU General Data Protection Regulation (available on the website https://gdpr-info.eu/) to collect, use or process such Confidential Information in the manner and for the purposes set out within such Data Privacy Notice to provide Client with the Services in accordance with this Agreement. Client agrees and warrant that Client will ensure that any other person giving instructions to us or otherwise authorised by Client is aware of the information in the said EU General Data Protection Regulation.

8. INDEMNITY AND LIABILITY

8.1.

To the fullest extent permitted by applicable law, Client agrees to indemnify and hold Aerapass harmless for any damages, loss, costs and expenses incurred due to, or arising out of or in connection with, your breach of this Agreement or any applicable law or regulation, any acts of fraud, your use of our Services and any instruction made by Client or Aerapass' actions in response to receiving Instructions from Client (including losses relating to the disposal or reuse of any foreign currency acquired) together with reasonable accrued interest, unless such damages, losses, costs and expenses are caused by gross negligence or intentional misconduct of Aerapass.
8.2.

Client understands that the Services and the license to use and access them are provided on an "as is" basis, to the extent permitted by Law without warranty of any kind, either expressed or implied. Aerapass does not warrant the accuracy or completeness of the information available and disclaims any liability for errors or omissions or interruptions to access. Where Aerapass cannot exclude any expenses or implied condition or warranty, it limits its liability to (a) the resupply of the Services; or (b) the cost of having the Services resupplied.
8.3.

Client agrees that Aerapass and/or any of Aerapass' Related Companies shall not be liable to Client for Aerapass' performance of, or failure to perform, any obligations of Aerapass to Client under this Agreement. Client agrees that in no circumstance Aerapass and/or any of its agents, employees or representatives, Related Companies, shall be responsible or liable in any way for any direct or consequential loss, or any failure or performance, error, omission, interruption, defect, delay in operation or non-execution of transmission (including in the event of any operational issues with counterparty payment processors), computer virus, line or system failure suffered by Client, Client's agents, employees or Related Companies. Further, Aerapass shall not be held liable for any loss or damage suffered by Client as a result of Aerapass holding any amounts of Client's Holding Balance pursuant to this Clause.
8.4.

In no event shall Aerapass' liability to Client exceed the sum of (a) the US Dollar value as of the Transaction Date of the Relevant Transaction(s); and (b) the amount of any fee or commission charged and collected by Aerapass in connection with the Relevant Transaction(s). Notwithstanding (a) and (b) above, Aerapass liability shall never exceed the sum of US Dollar 25,000.00.

9. GST/VALUE ADDED TAX (VAT) AND OTHER TAXES

9.1.

In the event that any Goods & Services Tax (GST) or Value Added Tax (VAT) is payable on any of the Services provided, Client shall pay to Aerapass an additional amount equal to the GST or VAT payable on the supply of those Services, upon provision of applicable tax invoice by Aerapass.
9.2.

Client shall be responsible for remitting to the appropriate tax authorities any taxes that may apply to any payments initiated in connection with the Services. Client further acknowledges that Aerapass shall not be responsible for determining what, if any, taxes apply to any of Client's payments.

10. LEGAL COMPLIANCE, REPRESENTATIONS AND WARRANTIES

10.1.

Each of the representations and warranties herein shall survive and continue to have full force and effect throughout the duration of this Agreement and will be deemed to be repeated by Client each time Client utilizes any of the Services provided.
10.2.

Client represents that the Services are being used for business/commercial purposes only. Client agrees not to use the Services for any unauthorised purpose; in addition, Client confirms that it will not use the Services for any purposes in relation to online gambling and money laundering. The Services are not to be provided to consumers or for any person or entity subject to ongoing criminal investigations; Client is made aware and shall be responsible to ensure its compliance upon and enforceable against Client and does not violate the terms of any other agreements to which Client is bound.
10.3.

Client represents and warrants that, in the event that they are an individual, they are (i) over 18 years of age and has the legal capacity to enter into contractual obligations; and (ii) an authorised signatory for any Transaction with Aerapass. In the event that Client is a corporate entity (i.e. a juridic person), Client represents and warrants that it is authorised to enter into this Agreement and that legal title to and beneficial ownership with the Transactions, and has any Transaction for the corporate entity, have been duly authorised in compliance with the entity's internal regulations.
10.4.

Client represents and warrants that Client has entered into this Agreement for lawful and commercial purposes connected with Client's business and not for the purpose of investment or speculation.
10.5.

Client represents and warrants to have full authority to agree to be bound by this Agreement.
10.6.

Client acknowledges, understands and agrees that Aerapass and its Related Companies and authorised representatives may be precluded on behalf of Aerapass by one or more of its affiliates, one or more of which may be located outside of Hong Kong.
10.7.

Client understands, acknowledges and agrees that Aerapass may terminate such Agreement and/or cancel or refuse any Transaction at any time in the event of including but not limited to
1. (i)
  
  any regulatory non-compliance or Client of it otherwise required to comply with applicable laws or regulations;
2. (ii)
  
  Aerapass reasonably believing that any transactions or instructions by Client are used for any purpose contrary to Applicable Laws or any unauthorised purpose; Client so warrants;
3. (iii)
  
  the security of any of the Services or the Online Payment System has been compromised, and especially in the event of Client being found in breach of any of the warranties set forth herein.

10.8.

Non-reliance.
1. 10.8.1.
  
  Client represents and warrants that it has sufficient knowledge and experience to be able to evaluate the merits and risks of entering into this Agreement and has made its own independent decision to enter into this Agreement notwithstanding whether this Agreement is appropriate or suitable for the Client based on its own judgment and upon professional advice obtained independently of Aerapass (including, where relevant, as to the correctness and consistency herewith).
2. 10.8.2.
  
  Save as set out in any communication (written or oral) or otherwise as professional advice or recommendation so enter into any Transaction and Aerapass makes no recommendation on offer;
3. 10.8.3.
  
  Client represents and warrants that it acknowledges having obtained or reviewed such documentation and legal, business and financial advice that it has deemed necessary to enter into this agreement and each Transaction, and understands and agrees with and based on such documents and information as it shall from time to time deem appropriate; continue to make its own decisions in respect of this Services without under the Agreement, any related agreement or any document forming part thereof to any information provided by any of the Aerapass' representatives.

10.9.

Client acknowledges that Aerapass comprises regulated entities subject to, among other things, anti-money laundering and countering the financing of terrorism laws and regulations of which in most major of which is broad public in Aerapass in providing any of the Services to Client such that not limited to international and fraudulent tax evasion have been designated as money laundering predicate offences in the Applicable Laws under which Aerapass operates. Client is further aware of Aerapass' firm position against money laundering activities in all forms and thus agrees to the following:
1. (i)
  
  Client acknowledges and agrees to be solely responsible for, and Aerapass is not responsible for, Client's own tax affairs and obligations;
2. (ii)
  
  Client is not aware of, and have no reasonable grounds to suspect, that any assets in relation to the Services are or may be proceeds from any serious criminal activity or conduct (including but not limited to serious tax evasion);
3. (iii)
  
  to the best of Client's knowledge, Client has not committed or been investigated or is being investigated under any ongoing investigations for or been convicted of any serious tax- financial crimes of fraud; and
4. (iv)
  
  Client understands and agrees that Aerapass may disclose any transaction-related information including but not limited to information relating to the originator and/or the beneficiary of the transaction where it so decides, in order to fulfil its legal, regulatory or compliance obligations or where it is otherwise required to do so by any applicable law or regulation. Client confirms that it does not and/or regulators, etc.); or as may otherwise be required by Law or Court order. Client undertakes to provide to Aerapass (promptly upon request, any such information or documentation as it deems appropriate or fraud and in particular for the purpose of, amongst other things, ongoing monitoring of the relationship for compliance with AML legislation to the financing of terrorism transactions and to comply with applicable laws and regulations. In the event of any enquiry or request from any regulatory, tax and other governmental authorities and agencies (whether domestic or international) Client will be solely responsible for providing such information and will indemnify and hold harmless Aerapass for any cost and expense arising therefrom;

10.10.

In the event that Aerapass suspects that Client and/or any of its agents or representatives are using or allowing any of the Services to be used for fraud, misconduct or any other illegal or improper purpose that could give rise to civil or criminal liability, Aerapass' reserves the right to refer this to the relevant authorities and comply with disclosure of guidelines issued by them without notice to Client.
10.11.

As part of internal procedures and in order to comply with applicable money- laundering regulations, Aerapass may require Client to provide information of the identity of the beneficial owner(s) and officers of Client or other reasonable information. Client agrees to provide all such required information and further agrees that where reasonably required by or be appropriate, Aerapass may require Client to provide further information/proof when requested. Any breach the Agreement and any other client and aerapass' requirements with immediate effect and without penalty.

11. DISPUTE RESOLUTION

11.1.

All Client’s complaints, disputes or differences arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (hereinafter collectively referred to as “Disputes”) should be first resolved amicably and in good faith between the Parties pursuant to the Aerapass Complaints Policy.
11.2.

11.2. Where an amicable resolution between the Parties may not be reached pursuant to the sub-clause above, any of the Disputes shall be referred to arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause, and
1. 11.2.1.
  
  the seat of the arbitration shall be Singapore;
2. 11.2.2.
  
  the arbitral tribunal shall consist of one (1) arbitrator;
3. 11.2.3.
  
  the language of the arbitration shall be in English language; and
4. 11.2.4.
  
  the arbitral award (the "Award") shall be delivered in writing, state the reasons for the Award, be final and conclusive, final and binding remedy with respect to the Dispute between and among the Parties. The Award shall be accompanied by a form of judgment and it shall have the authority to grant any equitable or legal remedies, including, without limitation, injunctive and preliminary relief. Any ruling, order or award issued by the arbitrator may be enforced in any court having competent jurisdiction thereof.

12. MISCELLANEOUS PROVISIONS

12.1.

Any Party's failure to exercise any of its rights under this Agreement will not be deemed a waiver of such rights or remedies.
12.2.

If any provision herein is held to be unenforceable by a court of competent jurisdiction, the remainder of the provisions remain in full force and effect.
12.3.

This Agreement is not assignable by Client without first obtaining Aerapass' prior written consent. Aerapass shall have the right to transfer or assign its rights and obligations under this Agreement to any legal successor.
12.4.

This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
12.5.

Aerapass reserves the right, in its sole discretion, to add, to alter, to vary and to modify any or all of the above terms and conditions at any time at its discretion and any additional, substantive, evidential and modification shall constitute valid and binding terms and conditions. Client shall be deemed to have agreed to be bound by the same and such terms shall become effective immediately thereafter.
12.6.

Client acknowledges that Aerapass will provide certain Services or parts thereof including but not limited to the conversion of currencies on behalf of Client and such conversion rates shall be provided by Aerapass in the reasonable discretion of its appointed Service Authorities.
12.7.

In the event Aerapass is unable to deliver any of the Services due to circumstances beyond Aerapass control (any of the "Force Majeure Events") and to the extent that the taking of such action is prevented or delayed by Force Majeure Events including but not limited to war (declared or undeclared), rebellion, revolution, insurrection, civil commotion, act of public enemies, blockade, embargo, strike or boycotting; earthquake, storm, flooding, fire; explosion; accident; compliance with any law or governmental order, rule, regulation or direction including any directions from law enforcement agencies, courts, governmental or other public Authorities, legal process or failure or malfunctioning of computer networks or equipment, or any other cause whatsoever beyond Aerapass' control. Aerapass shall promptly advise Client. Any Aerapass and risks to be borne personally by any, have any liability whatsoever to Client for failure to perform its obligations under this Agreement while any such cause continues and affects such performance or by any other person or party.
12.8.

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, communications, and agreements between the Parties with respect to the subject matter hereof. No amendment, alteration, or modification of this Agreement shall be binding upon the Parties unless expressly agreed to in writing by both Parties, whether written or oral, relating to the subject matter hereof. In the event of any conflict or ambiguity between the provisions of this Agreement and any other instrument, the provisions contained in this Agreement shall prevail. Any of this Agreement that may be deemed invalid or unenforceable shall not affect the validity of the remaining provisions hereof.
12.9.

Termination.
1. 12.9.1.
  
  Aerapass may terminate this Agreement with or without cause at any time upon providing written notice to the other.
2. 12.9.2.
  
  In the event that no specific agreement about additional agreement for the provision of any or all of the Services may have been entered into by the Parties hereto, Client may terminate this Agreement upon de-registration from the Online Platform System. Client shall be fully released and discharged of any obligations under this Agreement upon full payment of all outstanding amounts owed to Aerapass as of such termination.
3. 12.9.3.
  
  The provisions included in Clause 7, 8, 9, 10, and 12 of this Agreement shall survive the cessation of the provision of Aerapass Services to Client and the termination of this Agreement. Termination by either party shall not affect any rights accrued prior to termination.
4. 12.9.4.
  
  Nothing contained in this Agreement shall be interpreted, construed or implied to create any agency, partnership or joint venture relationship between the Parties. This Agreement does not grant any right, power or authority to any Party to create any such relationship as an employer and employee between Aerapass and Client. At no time shall either Aerapass or Client make commitments for or in the name of the other.
5. 12.9.5.
  
  Neither Party may use the Party's name in news releases, articles, brochures, marketing materials, advertisements and other publicity or investors' promotional materials in written consent of the other Party.

12.10.

The headings of several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
12.11.

The issuance of this Agreement into different languages may be provided for Client's convenience from time to time. In the event of any discrepancy or ambiguity between the content English and different language versions, the English version shall govern for all intents and purposes.
12.12.

The Parties acknowledge that it is not their intention that any third party shall be entitled to enforce any term of this Agreement which may confer a benefit on that party, whether any such conferment would be for the provision, arise under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.13.

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong S.A.R. and the Parties hereto agree to submit to the jurisdiction of the Courts of Hong Kong S.A.R.

13. TERMS CONCERNING RELATIONSHIPS WITH THIRD PARTIES

13.1.

Use of Third-Party Providers. Aerapass may engage third-party service providers (e.g., payment processors, financial institutions, hosting services, etc.) to assist in delivering certain aspects of the Services. While Aerapass selects its third-party providers carefully, the Services you receive may be dependent on the performance of these third parties.
13.2.

Liability for Service Failures. In the event of a failure caused by a third-party provider (e.g., transaction errors, payment gateway failures, bank-related issues, etc.), Aerapass will assist in resolving the issue with the third party but will not be liable for the third-party's failure to perform its duties. Client acknowledges that delay may result to such networks and/or from the third party in the event of service failures beyond Aerapass' control.
13.3.

No Liability for Third-Party Actions. Aerapass will not be liable for any issues, errors, delays, or failures in Services that arise due to the acts or omissions of third-party providers. This includes, but is not limited to:
1. (i)
  
  Payment processing delays;
2. (ii)
  
  Complications when banking with third-party banks or payment institutions;
3. (iii)
  
  Network outages or technical issues with third-party service providers; and
4. (iv)
  
  Insolvency or other financial issues involving a third-party service provider.

13.4.

Incident Actions. Aerapass will coordinate with the third-party provider to resolve the issue as quickly as possible but will not be held responsible for any losses or damages the client may incur due to such failures.
13.5.

Indemnification for Third-Party Actions. In the event that a third-party provider's failure leads to a chargeback, loss of funds, or other financial or reputational damage to Aerapass, and Aerapass incurs costs as a result, Aerapass reserves the right to recover these costs from the client that directly or indirectly contributed to such costs. This includes situations where the client may have unwittingly provided incorrect information or failed to follow proper procedures that led to third-party failures.
13.6.

Dispute Resolution with Third Parties. In the event that a dispute arises due to a third-party failure, Aerapass will facilitate communication with the client and the third-party provider in relation to resolution. However, Aerapass is not obligated to represent the client in legal proceedings against third-party providers, and such costs must be addressed directly with the third party or through applicable legal channels.
13.7.

Third-Party Terms and Conditions. The Client represents and warrants they have reviewed and understood any terms and conditions of third-party providers that Aerapass uses in delivering the Services, as these may include additional rights, responsibilities, and liabilities. These third-party terms may supplement or modify the terms of this Agreement.