UPay’s Terms & Conditions

UPay Credit Card Terms & Conditions
Last Updated: 15 JUN 2024

This Agreement is made between you and JC Credit Limited.  

A.Main Provisions

1. This Agreement applies to all kinds of credit cards (“Card”) issued or operated by JC Credit Limited and/or its successors and assigns (“JC”, “We”, “Our”, “Ours”, “Us”) under its/their credit-card scheme(s), and related services (including but not limited to credit and/or facility) provided by JC and/or its affiliates, subsidiaries, associated entities and any of their branches and offices (together or individually) to you as holder of the Card.

2. JC is licensed to carry on business as a money lender under its licence issued by the Licensing Court in Hong Kong.  For the avoidance of doubt, the Card (as defined below) contemplated to be issued to you will be issued and/or operated by JC, but not UPAY.  Save as expressly provided hereunder, UPAY has no role in the issuance and operation of the Card and any credit-card scheme.  UPAY does not act as agent or principal of JC in relation thereto.

3. Notwithstanding you may apply for the Card at or through the APP or Website of UPAY, you further agree and acknowledge that UPAY shall have no obligation or liability whatsoever in procuring JC to perform under and/or comply with the terms and conditions of this Agreement.  Any credit and/or facility in relation to the Card shall be provided to you by JC but not UPAY.

4. Before you use your Card, please read this Agreement carefully.  By using (which includes being approved with and activating) your Card, you will be considered to have accepted all the terms and conditions applicable to your Card as set out in this Agreement and will be bound by them. Use of your Card is also subject to the related provisions in any additional Terms and Conditions imposed by JC from time to time. The terms of this Agreement shall prevail if there is any inconsistency between the terms of this Agreement and such other Terms and Conditions (if any). The terms used in this Agreement are defined at the end.

5. Any rights and/or authorities conferred upon UPAY under this Agreement shall be additional to any other terms and conditions governing the contractual or other relationship between you and UPAY.  You further agree and acknowledge that nothing in such other terms and conditions shall be construed as limiting or restraining UPAY’s rights and authorities hereunder despite such rights and authorities may be inconsistent thereto.

B.Your responsibility

6. You understand and acknowledge that the Card is issued to you on the basis that the information provided by you is and shall remain true, complete and accurate.

(a) You are responsible for the Card Account and all Card Transactions (including all related fees and charges). You are responsible even if:

(i) you do not sign a sales slip (including where a Card Transaction may be effected by telephone, mail, electronic means or direct debit arrangement without a sales slip or without your signature) or the signature on the sales slip is different from the signature on your Card; or

(ii) the Card Transaction is effected involuntarily. You remain liable even after the termination of your Card or this Agreement.

(b) You should not transfer your Card or PIN or allow any other person to use your Card or PIN.
(c) You should take appropriate security measures including the following:

(i) sign your Card as soon as you receive it;

(ii) keep your Card in a secure place and under your personal control. You should treat your Card as if it were cash;

(iii) keep a note of your Card number in a safe place, separate from your Card;

(iv) remember to take your Card from the ATM after use;

(v) make sure your Card is returned to you promptly after a Card Transaction;

(vi) when you receive notice of your assigned PIN, memorise the PIN and destroy the notice;

(vii) make sure the PIN is protected from view by any other person when you use it;

(viii) change the PIN regularly;

(ix) if the PIN is or may have been seen by any other person, change it promptly;

(x) DO NOT write down or keep the PIN on or close to your Card. You should disguise any record of the PIN;

(xi) DO NOT choose obvious numbers for the PIN (such as HKID card number, date of birth, telephone number or other easily accessible personal information);

(xii) DO NOT use the same PIN for other services or purposes (such as connecting to the internet or accessing other websites);

(xiii)always complete the ‘total’ box on the sales slip and put currency sign before the numerals. DO NOT leave space for other writing;

(xiv) make sure only one sales slip is imprinted for each Card Transaction; and

(xv) keep the cardholder copy of each sales slip and check it against your Card statement.

You agree and acknowledge that the aforesaid are not exhaustive list of appropriate security measures that you should take to protect your Card and PIN.

(d) You should report any loss, theft, disclosure or unauthorized use of your Card or PIN in accordance with Section F.

(e) If you are a primary cardholder, you should ensure that each Additional Cardholder uses and handles his Card and related matters in accordance with this Agreement. In particular, you should note that an Additional Cardholder may use or enjoy certain services and Card benefits relating to the additional Card even if you do not use or enjoy such services and Card benefits relating to your primary Card. In these cases, you should ensure that the Additional Cardholder uses or enjoys such services and Card benefits in accordance with this Agreement and other terms and conditions governing such services and Card benefits (if any).

C.Credit limit assignment and review

7. Your Card carries a credit limit for purchases and cash advances. Please refer to your Card statement and/or any notice by JC for the applicable credit limit on that Card.  You are required to comply with the credit limit on your Card.

8. We set the credit limit and review it from time to time.  We may set a different or vary credit limit on your Card at any time as we consider appropriate, and without a prior notice to you. We set the credit limit based on periodic assessment of your credit risks associated with your Card Account (including any spending and repayment pattern), as well as the collateral(s) type and value you charge for us as pledge upon your application in accordance with Clause 13(c).  That said, we have absolute discretion in setting and varying your credit limit with or without cause from time to time.   In particular, we may reduce the credit limit (even to zero) without giving you advance notice.

9. We shall be entitled to set the credit limit on your Card in Hong Kong dollar or US dollar at our sole discretion, which we may also change the currency of the credit limit from time to time.

10. We may reject Card Transactions in excess of the credit limit. However, we also have discretion to allow such Card Transactions without notice to you, unless we have received and processed your request to opt out from our over-the-limit facilities. Even if we accept your opt-out request, certain Card Transactions in excess of the credit limit may still be allowed (each an “Excluded Card Transaction”). Excluded Card Transactions include any Card Transaction which is not immediately processed by us or does not require our authorisation for effecting payment. Examples of Excluded Card Transactions may include the following (or any of them) depending on the type of your Card:

(i) Octopus Automatic Add-Value transactions;

(ii) mobile or contactless payment transactions;

(iii) transactions approved yet late posted;

(iv) transactions where the posting amount exceeds the transaction amount, for example due to currency exchange rate fluctuations in respect of foreign currency transactions; and

(v) transactions approved by Visa or MasterCard Worldwide (if applicable) to your Card Account which may result in over-the limit transactions.

You will be liable for the Card Transactions in excess of the credit limit according to the provisions of this Agreement.

11. Notwithstanding any other provision of this Agreement, we may reject Card Transaction (in particular, cash advance withdrawal) with or without cause even if such Card Transaction is within the applicable Credit Limit.

D.Cash advance and Card Transactions

12. Subject to Clause 11 (and other terms in Section C), the usual cash advance withdrawal limit up will be up to 90% of your available credit limit.  If you make a cash advance withdrawal at an ATM, the withdrawal limit will also be subject to the daily limit on drawing cash advance at ATM.  

13. We are not responsible for any merchant’s refusal to accept your Card. We are also not responsible for any goods or services supplied to you by any merchant. Your obligation to us under this Agreement is not affected and will not be relieved or reduced by any claim made by you against a merchant. You are responsible for resolving any dispute between you and a merchant. In particular, you and the merchant have to agree on the setting up, modification or termination of any autopay or direct debit arrangement to charge payments to your Card Account. We have the right not to act on any request to set up, modify or terminate such arrangement if (i) there is any dispute between you and the merchant; or (ii) the instruction is given either party unilaterally.

 E.Card benefits

14. We may offer different benefits for different types of Cards. We may introduce new benefits or vary or withdraw any benefit without prior notice. We have the right to set, exclude or withdraw any account which may be linked or used in connection with any Card benefit.

15.

16. Card benefits may include the following (or any of them) depending on the type of your Card:

(i) mobile or contactless payment function;

(ii) rewards and privileges;

(iii) interest-free instalment plans for purchasing goods or services from designated merchants;

(iv) ATM access for cardholders to use their cards to effect banking transactions at designated ATMs or point-of-sale terminals or by other designated electronic means (if applicable); and

(v) any other benefits that we may notify you from time to time.

17. The following are the additional terms governing Card benefits:

(i) You may be required to make separate application to obtain some benefits.

(ii) There may be supplemental, additional or overriding terms and conditions for any Card benefits imposed by us or any merchant from time to time.

(iii) The terms and conditions relating to a Card benefit set out the eligibility criteria, conditions, limits, guidelines or directions applicable to that Card benefit.

(iv)The terms and conditions relating to Card benefits are available at the Website or upon request at our office in Hong Kong.

(v)The terms and conditions relating to a Card benefit prevail over the provisions of this Agreement if there is any inconsistency between them concerning that Card benefit.

(vi)Your submission, utilization, or assertion of any entitlement against us or any merchant for any Card benefits shall be irrefutably construed as acceptance of such terms and conditions.

F.Loss, theft or misuse of your Card or PIN Report promptly

18. You should promptly report any loss, theft, disclosure or unauthorised use of your Card or PIN. You should report lost card through the APP or Website.  And contact our customer service for further assistance.

19. If you report an unauthorised transaction in accordance with this Agreement before its settlement date, we will endeavour to liaise with relevant parties to withhold payment for the disputed amount.  While our investigation is ongoing, we will not impose any finance charge or interest on the disputed amount or make an adverse credit report against you.  

20. After your report, we will conduct our investigation on the alleged unauthorised transaction.  Unless it is proven that we have conduct the investigation fraudulently, our finding in such investigation shall be conclusive and binding on you.  

21. If it is found that you should be liable for such unauthorised use after our investigation, we have the right to re-impose the finance charge or interest on the disputed amount over the whole period (including the investigation period).

22. As you have the primary obligation to secure the Card and the PIN and to avoid any unauthorised use of your card, unless it is shown that such unauthorised use is due to our gross negligence, you should be liable for all such unauthorised use of your card.  

23. You should still be liable even if such unauthorised use is due to fraudulent act of merchant and/or third party if we have already settled the transaction with such merchant.  You should only claim against the merchant and/or third party but not us.

24. You will be liable for all cash advances and all other transactions effected by unauthorised use of your Card or PIN before we or any member of MasterCard Worldwide (as applicable) receive report of loss, theft, disclosure or unauthorised use.

25. If you report loss of your Card or PIN, we may (but not obliged to) issue a replacement Card and/or reset the PIN for you.  You should then be liable to pay for such administrative and/or replacement fees as prescribed by us from time to time.

G.Card statement

26. We may provide a Card statement each month with the following and other details relating to a Card (including an additional Card, where applicable):

(i)the total amount outstanding on the Card Account (“Statement Balance”);

(ii)all payments must be paid on or before (“Payment Due Date”).

If the Statement Balance is a credit amount, (i) and (ii) will not be shown.

27. We have the right to send all Card statements to the primary cardholder, including Card statements relating to an additional Card.

28. Alternatively, we may not issue Card Statement to you, but will allow you to check your transaction records and other information we see necessary through APP and/or Website.

29. You should notify us promptly of any transaction shown in any Card statement, APP or Website that was not authorised by you. You should notify us within 60 days of the date of the statement or when it was shown in the APP or Website.  Such notice shall be given in such manner as we may accept from time to time. If you do not notify us within the specified period, such transactions will be considered as correct, conclusive and binding on you and you will be deemed to have waived any right to raise any objection or pursue any remedies against us in relation to such transactions.

H.Payments

30. We shall notify you of those prescribed means of payment from time to time.  You must pay in accordance with such prescribed means subject to our normal terms and conditions.

31. If you will be away from Hong Kong, you should make arrangement as appropriate to settle the Card Account before your departure.

32. We will immediately apply funds transferred or credited to your Card Account to reduce the outstanding balance then existing in your Card Account. The reduction will be made in the following order:

(i) firstly, all fees and charges billed to your Card Account;

(ii) then, purchased amount billed to your Card Account;

(iii) then, any amount in excess of the Statement Balance will be held to the credit of your Card Account.

33. Without affecting or limiting the effect of Clause 32 above, we have the right to apply funds transferred or credited to your Card Account in any other order as we consider appropriate without prior notice to you.

34. If you effect a Card Transaction in a currency other than Hong Kong dollar, we will debit that Card Transaction to your Card Account after conversion into Hong Kong dollar. The exchange rate will be determined by us by reference to the exchange rate adopted by MasterCard Worldwide (as applicable) on the date of conversion. We will also debit to your Card Account a percentage of the Card Transaction charged by us and any transaction fee (in full or in part) charged by MasterCard Worldwide to us. The same arrangement applies to a Card Transaction effected by you in a currency other than US dollar if your Card is a US dollar card.

35. All payments to us under or in connection with this Agreement (including the outstanding balance in your Card Account, interest, fees and charges) must be paid in full. You will not deduct any sums owed by us to you from any payments made or to be made by you under or in connection with this Agreement. If a deduction on account of tax or a similar charge or any other reason is required by any Applicable Laws, or we are later obliged under any Applicable Laws to return any money received by us in payment of the amount owing, you must make up the payment so that we receive the full amount owing under or in connection with this Agreement.

36. You agree that any termination of your Card is subject to the condition that no money that we received in payment of the amount owing will subsequently be returned or reduced under any Applicable Laws. If after the termination of your Card, we are later obliged under any Applicable Laws to return any money received by us in payment of the amount owing, or if your Card is terminated without receiving full payment of the amount owing, you will remain liable for making up the shortfall or the remaining balance so that we will receive the full amount owing under or in connection with this Agreement, and we have a right to claim against you for the shortfall or the remaining balance as if we had never terminated your Card.

37. You hereby confirm that any withholding tax obligation or other obligations to make deduction or withholding (whether on account of tax or for any other reason), in respect of any amount payable to us under this Agreement whether under any Applicable Laws of Hong Kong or any Applicable Laws of any other country, would be your responsibility. You will upon our request, promptly deliver evidence satisfactory to us that you have complied with such applicable deduction or withholding obligations. You shall hold us harmless and fully indemnify us on demand for all consequences of any failure to comply with such obligations including any claim which may be made against us by any authorities.

38. Clauses 35 to 37 will continue to be effective after the termination of your Card.

39. You agree that we may debit your Card Account to make a partial or full refund of your credit balance by any means determined by us, including sending a cashier’s order to the address last notified by you, at any time without prior notice.

40. You agree that the corresponding amount of collateral(s) will be liquidated from your Card Account and you further authorize UPAY to liquidate the corresponding amount of collateral(s) holding by UPAY and transfer to us, serving as payment if the outstanding balance is not repaid.

I.Fees and charges

41. If we receive payment of the Statement Balance in full on or before the Payment Due Date, you do not have to pay any finance charge or late charge on that Statement Balance. Payment of the Statement Balance includes payment of all fees, charges, costs and expenses in connection with Card Transactions.

42. Depending on the nature of Card Transactions and status of your Card, you may enjoy an interest free period of up to 56 days on purchase transactions charged to your Card.

43. Finance charge

(i)If you do not pay the Statement Balance in full on or before the Payment Due Date, we may charge, without prior notice, a finance charge. The finance charge is imposed on:

(1) the unpaid Statement Balance, from the statement date immediately preceding the Payment Due Date until we receive payment in full; and

(2) the amount of each new transaction being posted to your Card Account since that statement date, from the transaction date until we receive payment in full.

(ii) The finance charge will accrue daily and be calculated at a specific interest rate per month. We are entitled to set different interest rates for outstanding cash advance and outstanding purchase transactions respectively.

44. If you do not pay the Payment Due in full on or before the Payment Due Date, we may charge, without prior notice, a late charge in addition to the finance charge. The late charge will be debited to your Card Account on the following statement date.

45. You are required to pay the following fees as applicable. If you require any additional services, you may have to pay other fees and charges.

(i) overlimit handling fee: if the Statement Balance (excluding all fees and charges currently billed to your Card Account) exceeds the credit limit on your Card, we will treat this as your informal request for raising your credit limit. We may agree to your request and charge, without prior notice, a handling fee for considering and agreeing to your request;

(ii) cash advance handling fee and cash advance fee: we will charge a handling fee and a cash advance fee for each cash advance on the date of the cash advance;

(iii) rejected autopay handling fee: if autopay is rejected, we will treat this as your informal request for special handling services and may charge, without prior notice, a handling fee for such services;

(iv)card replacement fee: we will charge a handling fee for each Card replaced before renewal;

(v) retrieval fee: we will charge a retrieval fee for the photocopy of sales slips requested by you;

(vii) annual fee: we may charge or waive an annual fee for your Card and any additional Card; and

(viii) foreign currency transaction fee: we have the right to require you to pay in full or in part the transaction fee charged by MasterCard Worldwide (as applicable) to us on a Card Transaction in a currency other than Hong Kong dollar.

46. We may vary the fees and charges from time to time.  We will debit any fees and charges to your Card Account. Such fees and charges will not be waived or refunded. 

J.Additional Cards

47. If you are an Additional Cardholder, you will be responsible for the use of the additional Card issued to you and will be bound by the terms and conditions of this Agreement.

48. If you are the primary cardholder, you will be liable for the use of your primary Card as well as the use of each additional Card. We have full discretion in recovering indebtedness (including all fees and charges) incurred by an Additional Cardholder from the primary cardholder or that Additional Cardholder or both, including but not limited to applying the means specified in Section M for liquidating the collateral(s) of the primary cardholder for repayment purpose.

K.Termination of Card

49. You may terminate your Card at any time. If you wish to terminate your Card, you have to give us written notice AND return to us your Card and all additional Cards, if any. If your Card is the primary Card, your termination notice will terminate your Card and all additional Cards (if any) at the same time.

50. An additional Card may be terminated by the primary cardholder or the Additional Cardholder of that additional Card. The primary cardholder or the Additional Cardholder have to give us written notice AND return to us that additional Card.

51. If you terminate your Card, you should cut a card in two before returning it to us.

52. We may terminate or suspend your Card (whether the primary Card or an additional Card, if any) at any time without giving you prior notice or any reason.

53. Even after termination:

(i) If you are primary cardholder, you remain liable for the indebtedness in relation to your Card and the additional Card(s); and

(ii) If you are an Additional Cardholder, you remain liable for the indebtedness in relation to your additional card.

54. Upon the termination of your Card for any reason or upon your bankruptcy or death, the following amounts will become immediately due and payable in full to us:

(i)the outstanding balance on your Card Account; and

(ii)the amount of any Card Transactions effected but not yet charged to your Card Account.

55. You or your estate are required to pay all outstanding amounts to us even after the termination of your Card or your bankruptcy or death. Such outstanding amounts include any regular payments under arrangements which are set up or authorised by you before the termination of your Card or your bankruptcy or death (even if payments are debited to your Card Account afterwards). We are entitled to continue to charge finance charges on any outstanding amount (including any costs and expenses incurred by us) until we receive payment in full.

56. You are liable for any Card Transactions effected with your Card until your Card has been returned to us. If you are the primary cardholder, you are liable for any Card Transactions effected with an additional Card until (i) the additional Card has been returned to us or (ii) we are able to implement the procedures which apply to lost cards if you so request. Such Card Transactions include purchases or transactions through autopay arrangement or Octopus or other means of payment.

57. Termination of your Card does not automatically terminate or transfer any arrangement set up or authorised by you in relation to your Card before its termination. Such arrangements include autopay arrangements, direct debit arrangements, regular payment arrangements, instalment plan and other standing arrangements.

L.Limitation of our liability

 58. We are not liable to you or any other person for the following (or any of them):

(i) any delay, failure or computer processing error in providing any of our equipment, facilities or services to you to the extent that it is caused or attributable to any circumstance beyond our reasonable control; and

(ii) any consequential or indirect loss arising from or in connection with our providing equipment, facilities or services, or our failure or delay in providing them.

59. Where a person that is not our agent provides any equipment, facilities or services to you, we are not liable for any act or omission of that person.

60. Except as set out in Clause 61 below, you will indemnify and reimburse (i) us, (ii) our agents and nominees, and (iii) our officers and employees and that of our agents or nominees for the following items which we or they may incur or suffer as a result of or in connection with your use of our or our providing equipment, facilities or services to you under this Agreement:

(i) all actions, proceedings and claims which may be brought by or against us or them; and

(ii) all losses, damages and reasonable amounts of costs and expenses.

This indemnity shall continue after the termination of this Agreement.

61. If it is proved that any actions, proceedings, claims, losses, damages or amounts set out in Clause 60 was caused by gross negligence or wilful default of (i) ours, (ii) our agents or nominees, or (iii) our officers or employees or that of our agents or nominees, then you are not liable under Clause 60 to the extent that it is direct and reasonably foreseeable arising directly and solely from such gross negligence or wilful default.

62. If you fail to pay any amount to us when due or if you breach any terms or conditions of this Agreement, we may enforce our rights or pursue remedies to collect or recover any outstanding amount. We are entitled to employ agents or service providers for such purposes. You are required to indemnify and reimburse us for all reasonable amounts of costs (including legal fees) and expenses reasonably incurred by us in collecting or recovering any outstanding amount. We are entitled to continue to charge finance charges on any outstanding amount (including any costs and expenses incurred by us) until we receive payment in full.

63. Clause 40 applies to all indemnity(ies) you owe to us.

M.Pledge, Set-off and Transfer of Collateral

64. You hereby expressly agree that any virtual asset(s) or any other kind of asset(s) you deposited with us and the balance on any other account which you maintain with us (or in our ledger) from time to time shall be pledged as collateral in favour of us for your liability and performance of your obligations (whether for payment or otherwise) hereunder.

65. In addition to any general right of set-off or other rights in law or under any agreement, we are entitled to combine or consolidate the outstanding balance on your Card Account with the balance on any other account which you maintain with us (or in our ledger) without prior notice. If you are the primary cardholder, our right will extend to the outstanding balance on the Card Account of any Additional Cardholder.

66. Notwithstanding any clause of this Agreement, we are entitled to set off or transfer any money standing to the credit against and any asset(s) which you had deposited with and/or pledged a charge in favor of us, at any time without prior notice to you, including but not limited liquating your virtual asset(s) or any other kind of asset(s) (at any consideration, with any counterparty(ies) (and we shall be entitled to be such counterparty)) (whether in our custody or not, or as a charge pledged for your Card(s) (including primary card(s) and/or additional card(s)), in or towards any or all settlement of your liability(ies) to us under this Agreement.

67. You hereby expressly agree that any virtual asset(s) or any other kind of asset(s) you deposited with UPAY shall be pledged as collateral in favour of us for your liability and performance of your obligations (whether for payment or otherwise) hereunder.  UPAY is hereby irrevocably authorized to liquidate such assets in or towards any or all settlement of your liability(ies) to us under this Agreement.  Alternatively, UPAY is also hereby irrevocably authorized to transfer such assets to us, which shall continue to be pledged in favour of us for your liability and performance of your obligations (whether for payment or otherwise) hereunder.

68. Considering this Clause, we shall refuse your Card application or suspend the use of the Card or even reduce the credit limit to zero, if you are not able to provide any virtual asset(s) and/or any other kind of asset(s) at such amount to our satisfaction for purpose of collateral against your Card to be granted or granted by us.

N.Variation of terms and conditions, charges and fees

69. We have the right to vary the terms and conditions of this Agreement, interest rates, finance charges or other fees or charges from time to time. We will give you notice in a manner we consider appropriate as soon as practicable. You will be bound by a variation unless your Card is returned to us for termination and you fully settle all outstanding balance of your Card before the date on which that variation takes effect.  Notwithstanding the foregoing, any continued use of the Card, Additional Card or any Services (whether or not such Service(s) is the subject of such variation(s)) shall constitute conclusive acceptance of any variations.

O.Collection and disclosure of your information

70.Terms used in this Section O shall have the meanings set out below. If any term used in this Section O is not defined below, that term shall have the meaning set out at the end of this Agreement.

Authorities includes any local or foreign judicial, administrative, public or regulatory body, any government, any Tax Authority, securities or futures exchange, court, central bank or law enforcement body, self-regulatory or industry bodies or associations of financial service providers or any of their agents with jurisdiction over any part of the JC Group.

Compliance Obligations means obligations of the JC Group to comply with (a) any Laws or international guidance and internal policies or procedures, (b) any demand from Authorities or reporting, disclosure or other obligations under Laws, and (c) Laws requiring the JC Group to verify the identity of its customers.

Connected Person means a person or entity (other than you) whose information (including Personal Data or Tax Information) is provided by you, or on your behalf, to any member of the JC Group or which is otherwise received by any member of the JC Group in connection with the provision of the Services. A Connected Person may include any guarantor, a director or officer of a company, partners or members of a partnership, any “Substantial Owner”, “Controlling Person”, or beneficial owner, trustee, settlor or protector of a trust, account holder of a designated account, payee of a designated payment, your representative, agent or nominee, or any other persons or entities with whom you have a relationship that is relevant to your relationship with the JC Group.

Controlling Persons means individuals who exercise control over an entity. For a trust, these are the settlor, the trustees, the protector, the beneficiaries or class of beneficiaries, and anybody else who exercises ultimate effective control over the trust, and for entities other than a trust, these are persons in equivalent or similar positions of control.

Financial Crime means money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, evasion of economic or trade sanctions or any acts or attempts to circumvent or violate any Laws relating to these matters.

Financial Crime Risk Management Activity means any action to meet Compliance Obligations relating to or in connection with the detection, investigation and prevention of Financial Crime that we or members of the JC Group may take.

Laws include any local or foreign law, regulation, judgment or court order, voluntary code, sanctions regime, agreement between any member of the JC Group and an Authority, or agreement or treaty between Authorities and applicable to us or a member of the JC Group.

Personal Data means any information relating to an individual from which such individual can be identified.

Services includes (a) the opening, maintaining, closing and terminating of your accounts or Cards (including additional Cards), (b) the provision of credit facilities and other products and services, custodian services, processing applications, credit and eligibility assessment, and (c) maintaining our overall relationship with you, including marketing services or products to you, market research, insurance, audit and administrative purposes.

Substantial Owners means any individuals entitled to more than 10% of the profits of or with an interest of more than 10% in an entity, directly or indirectly.

Tax Authorities means Hong Kong or foreign tax, revenue or monetary authorities.

Tax Information means documentation or information about your tax status or the tax status of a Connected Person.

Your Information means all or any of the following items relating to you or that of a Connected Person, where applicable: (i) Personal Data, (ii) information about you, your accounts, Cards (including additional Cards), transactions, use of our products and services and your relationship with the JC Group and (iii) Tax Information.

Reference to the singular includes the plural (and vice versa).

71. This Section O explains how we will use information about you and Connected Persons. The Notice relating to the Personal Data (Privacy) Ordinance (formerly known as Notice to Customers relating to the Personal Data (Privacy) Ordinance) that applies to you and other individuals (the “Notice”) also contains important information about how we and the JC Group will use such information and you should read this Clause in conjunction with the Notice. We and members of the JC Group may use Your Information in accordance with this Section O and the Notice. Your Information will not be disclosed to anyone (including other members of the JC Group), other than where:

(i) we are legally required to disclose;

(ii) we have a public duty to disclose;

(iii) our legitimate business purposes require disclosure;

(iv) the disclosure is made with the data subject’s consent;

(v) it is disclosed as set out in this Section O or the Notice.

72. Collection - We and other members of the JC Group may collect, use and share Your Information. Your Information may be requested by us or on behalf of us or the JC Group, and may be collected from you directly, from a person acting on your behalf, from other sources (including from publicly available information), and it may be generated or combined with other information available to us or any member of the JC Group.

73. Use - We and members of the JC Group may use, transfer and disclose Your Information (1) in connection with the purposes set out in this Section O, (2) as set out in the Notice (applicable to Personal Data) and (3) in connection with matching against any data held by us or the JC Group for whatever purpose (whether or not with a view to taking any adverse action against you) ((1) to (3) are collectively referred to as the “Purposes”).

74. Sharing - We may (as necessary and appropriate for the Purposes) transfer and disclose any of Your Information to the recipients set out in the Notice (who may also use, transfer and disclose such information for the Purposes).

75. You agree to inform us promptly and in any event, within 30 days in writing if there are any changes to Your Information supplied to us or a member of the JC Group from time to time, and to respond promptly to any request for Your Information from us or a member of the JC Group.

76. You confirm that every Connected Person whose information (including Personal Data or Tax Information) has been (or will be) provided to us or a member of the JC Group has (or will at the relevant time have) been notified of and agreed to the processing, disclosure and transfer of their information as set out in this Section O and the Notice (as may be amended or supplemented by us from time to time). You shall advise any such Connected Persons that they have rights of access to, and correction of, their Personal Data.

77. You consent and shall take such steps as are required from time to time for the purposes of any applicable data protection law or secrecy law to permit us to use, store, disclose, process and transfer all of Your Information in the manner described in this Agreement. You agree to inform us promptly in writing if you are not able or have failed to comply with the obligations set out in Clauses 76 and 77 in any respect.

78. Where (a) you or any Connected Person fail(s) to provide Your Information reasonably requested by us promptly, (b) you or any Connected Person withhold(s) or withdraw(s) any consents that we may need to process, transfer or disclose Your Information for the Purposes (except for purposes connected with marketing or promoting products and services to you), or (c) we have, or a member of the JC Group has, suspicions regarding Financial Crime or an associated risk, we may:

(i) be unable to provide new, or continue to provide all or part of the Services to you and reserve the right to terminate our relationship with you;

(ii) take actions necessary for us or a member of the JC Group to meet the Compliance Obligations; and

(iii) suspend, block, transfer, close or terminate your account(s) or Card(s) (including additional Card(s)) where permitted under local Laws.

79. In addition, if you fail to supply promptly your, or a Connected Person’s, Tax Information and accompanying statements, waivers and consents, as may be requested, then we may make our own judgment with respect to your status or that of the Connected Person, including whether you or a Connected Person is reportable to a Tax Authority, and may require us or other persons to withhold amounts as may be legally required by any Tax Authority and to pay such amounts to the appropriate Tax Authority.

P.Financial Crime Risk Management Activity

80. Financial Crime Risk Management Activity may include: (A) screening, intercepting and investigating any instruction, communication, drawdown request, application for Services, or any payment sent to or by you, or on your behalf; (B) investigating the source of or intended recipient of funds; (C) combining Your Information with other related information in the possession of the JC Group; and (D) making further enquiries as to the status of a person or entity, whether they are subject to a sanctions regime, or confirming your identity and status or that of a Connected Person.

81. Financial Crime Risk Management Activity may lead to the delay, blocking or refusing the making or clearing of any payment, the processing of your instructions or application for Services or the provision of all or part of the Services. To the extent permissible by law, neither we nor any member of the JC Group shall be liable to you or any third party in respect of any loss (howsoever it arose) that was suffered or incurred by you or a third party, caused in whole or in part in connection with the undertaking of Financial Crime Risk Management Activity.

Q.Tax compliance 

82. You acknowledge and warrant that you and each Connected Person are solely responsible for understanding and complying with your tax obligations (including tax payment or filing of returns or other required documentation relating to the payment of all relevant taxes) in all jurisdictions in which those obligations arise and relating to the opening and use of account(s) or Services provided by us or members of the JC Group.  Certain countries may have tax legislation with extra-territorial effect regardless of a Connected Person’s or your place of domicile, residence, citizenship or incorporation. Neither we nor any member of the JC Group provide tax advice. You are advised to seek independent legal and tax advice. Neither we nor any member of the JC Group have responsibility in respect of your tax obligations in any jurisdiction which may arise including any that may relate specifically to the opening and use of account(s), Cards (including additional Cards) and Services provided by us or members of the JC Group.

R.Miscellaneous

83. In the event of any conflict or inconsistency between any of the provisions of Sections O to Q herein and those in or governing any other service, product, business relationship, account or agreement between you and us, those provisions of Sections O to Q shall prevail.

84. If all or any part of the provisions of Sections O to Q become illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability of such provision in any other jurisdictions or the remainder of the provisions of Sections O to Q in that jurisdiction.

S.Survival upon termination

85. Provisions of Sections O to Q shall continue to apply notwithstanding any termination by you or us or a member of the JC Group of the provision of any Services to you, the closure of any of your accounts, or the termination of any of your Cards (including any additional Cards).

T.General matters

86. Your Card remains our property. You should return it to us upon our request.

87. You should notify us promptly if you change your employment or contact details (including address, telephone number, email address and fax number). Such notice should be given in such manner as we may accept from time to time.

88. In the course of providing our services, we may record verbal instructions received from you and any other verbal communication between us.

89. We have the right to destroy any documents relating to your Card Account after microfilming or scanning them.

90. Unless we specify otherwise, you will be regarded as having received any notice given by us:

(i) at the time of personal delivery or leaving it at the address last notified by you (if delivered personally);

(ii) 48 hours after posting it to the above address if that address is in Hong Kong or seven days after posting if that address is outside Hong Kong (if sent by post);

(iii) immediately after emailing it to the email address last notified by you (if sent by email);

(iv) immediately after sending it to your mobile phone number last notified by you (if sent by mobile message); or

(v) immediately after popping up at either the APP and/or the Website and you click “ok”, “accept” or button of similar nature.

91. You should not use your Card for payment of any gambling or other transaction which is illegal under any applicable laws. If we suspect, believe or know that any Card Transaction is or relates to a gambling or other transaction which is illegal, we have the right to (i) decline processing or paying that Card Transaction or (ii) reverse, cancel or chargeback that Card Transaction.

92. Save as provided in Clause 93 below, no person other than you and us will have any right under the Contracts (Rights of Third Parties) Ordinance to enforce or enjoy the benefit of any of the provisions of this Agreement.

93. Notwithstanding any provision to the contrary in this Agreement, the parties agree that parties intend to confer rights on UPAY as a third-party beneficiary under the provisions of the Contracts (Rights of Third Parties) Ordinance. Therefore, UPAY shall have the right to enforce any terms of this Agreement directly against you as if UPAY was a party to this Agreement.  This right of enforcement shall include, but not be limited to, the right to bring legal action for breach of contract or raise any defence against any claim by you (or any other party) in relation to the exercise by UPAY of any rights conferred upon UPAY hereunder or otherwise.  You further agree not to revoke or modify this third-party beneficiary provision without the prior written consent of UPAY.

94. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.  To the extent possible, the invalid or unenforceable provision shall be replaced with a valid and enforceable provision that comes closest to the intention underlying the original provision.

95. This Agreement is governed by and will be construed according to Hong Kong laws.

96. You submit to the non-exclusive jurisdiction of the Hong Kong courts.

97. The English version of this Agreement prevails to the extent of any inconsistency between the English and the Chinese versions. Any Chinese version of this Agreement is for reference only.

U.Definitions

Additional Cardholder means any and each person to whom we issue an additional Card.

Agreement means this Credit Card Cardholder Agreement, as may be amended from time to time.

APP means a software application designed, operated and/or maintained by or on behalf of UPAY and/or JC to run on mobile devices for providing functionalities or services to you and/or Card users from time to time.

Applicable Laws

means any law, regulation or court order, or any rule, direction, guideline, code, notice or restriction (whether or not having the force of law) issued by any Authority or industry or self-regulatory body, whether in or outside Hong Kong, to which we or you are subject or with which we or you are expected to comply from time to time.

ATM means an automated teller machine.

Authority means any regulatory authority, governmental agency (including tax authority), clearing or settlement bank or exchange.

Card means any credit cards issued by us from time to time.

Card Account means the account established in respect of a Card for recording Card Transactions and other items.

Card Transaction means each transaction (including a cash advance) effected by using your Card or PIN.

Cash Advance means each cash withdrawal from your Card Account including withdrawal of any funds standing in the credit of your Card Account.

Excluded Card Transaction is defined in Clause 10.

Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China.

JC Group means JC Credit Limited, its affiliates, subsidiaries, associated entities and any of their branches and offices (together or individually), and member of the JC Group has the same meaning.

Payment Due Date is defined in Clause 26.

PIN means personal identification number or any code or number that is used by us to identify you when you access information, give instructions or make a transaction using a Card or any other service (if applicable).

Statement Balance is defined in Clause 26.

UPAY means UPAY Technology Ltd.

Website means internet site(s) established, operated and/or maintained by or on behalf of UPAY and/or JC from time to time

You or Your means the person to whom we issue a Card (whether a primary Card or an additional Card).

NOTE: In case of discrepancies between the English and Chinese versions, the English version shall apply and prevail.

Dated the 15 JUNE 2024

JC Credit Limited

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