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Updated 07/09/2026
These are our general terms and conditions for all the Clients. Together with (i) any applicable specific Terms and Conditions and (ii) any other policies and/or terms and conditions otherwise agreed between you and us in writing, they form the terms of the agreement between you and Aerapay for all the products and services you may have access to from time to time by receiving the Services provided by Aerapay.
In the event of any conflict or inconsistency between any provision of these General Terms and Conditions, the applicable specific Terms and Conditions and any other terms and conditions otherwise agreed between the Parties in writing, the documents shall be construed in the following order of precedence:-
(i) any other terms and conditions otherwise agreed between the Parties in writing;
(ii) the applicable specific Terms and Conditions; and
(iii) 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 Aerapay’s favour. If there is any inconsistency between different versions of the General Terms and Conditions and/or any applicable specific Terms and Conditions, the most recent version available on the Aerapay website (https://www.Aerapay.com) will prevail.
1.1. In these Terms and Conditions, for case of reference, unless the context otherwise requires:
“Aerapay” means Aerapay Limited, a company incorporated and regulated as a money services operator in Hong Kong S.A.R. This definition may also include from time to time any Aerapay’s banking counterparties.
“API” means application programming interfaces provided by Aerapay allowing the Clients to access fiat payment services, including balance listing, collection, remittance, and fiat foreign exchange instructions.
“Aerapay’s Data Privacy Notice” means the policy in relation to Aerapay’s treatment of all Confidential Information for the purposes of Clause 7 below and available on Aerapay’s website at https://www.Aerapay.com/privacy.html.
“Aerapay’s Complaints Policy” means the policy in relation to Aerapay’s treatment of any the Client’s complaints as a first means of dispute resolution made available on Aerapay’s website from time to time.
“Authorised User” means any individual, agent, attorney or any kind of representative authorized by the Client to access the Online Payment System on behalf of the Client.
“the Client, you, your, yours” means the individual or corporate entity entering into this Agreement with Aerapay.
“the Client Access Methods” means the unique password(s), API keys, login credentials and any means of user identification required to access the Online Payment System.
“Instruction Funds” means the type of currency and amount the Client agrees to purchase, sell, or transfer.
“Foreign Currency Transaction” means a set of Instructions pursuant to which the Client agrees to buy/sell a specific amount of fiat funds in one currency and settle in another fiat currency permitted by Aerapay.
“Holding Balances” means the Client’s funds held by Aerapay as nominee for the Client for its convenience, pending receipt by Aerapay of an Instruction from the Client for further Settlement or transfers. Such Holding Balances may be maintained in a Holding Balance and managed by both the Client and Aerapay pursuant to this Agreement. the 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 Aerapay does not receive a timely Instruction for the disposition of such funds, those funds may be converted to the Client's home currency at the then-prevailing exchange rate and settled with the Client.
“Instruction(s)” means any request submitted by the Client for Aerapay to execute fiat collection, remittance, or FX services via the Platform, API, or electronic mail.
“Online Payment System” means any online system(s) and all ‘application programming interfaces’ (e.g. the API) from time to time in connection to the said system(s) by virtue of which Aerapay delivers its Services to the Client, including but not limited to requesting, executing payments and processing remittance.
“Party” or “Parties” means individually or collectively the Client and Aerapay.
“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 Aerapay 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 the Client and Aerapay.
“Services” means fiat currency collection, fiat payment remittance/transfers, telegraphic transfers, and fiat foreign exchange (FX) facilities provided by Aerapay.
“Settlement” means the total fiat amount, including cost of currency acquisition and applicable fees, owed by the Client to Aerapay. If Settlement is paid to Aerapay electronically, the Client agrees that Settlement shall not be recalled by the Client without Aerapay’s 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 the Client on the Online Payment System pursuant to a the Client’s Instruction and carried out by Aerapay as part of providing its Services to the Client.
“Transaction Confirmation” means the confirmation transmitted to the Client by the Aerapay Online Payment System after the Client has submitted Instructions with respect to any Transaction requested on the Online Payment System.
“Transaction Date” means the date on which Aerapay executed an Instruction on behalf of the 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.
2.1. All Services shall be provided by Aerapay 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 Aerapay to the Client on and through the Online Payment System. Upon registration by the Client on an account on the Online Payment System, the Client shall be assigned an Online Payment System account and Holding Balance accessible through the Client Access Methods that enables the Client to send Instruction to Aerapay.
2.2. All the Clients must have access to their Holding Balance via the Client Access Methods on Aerapay’s Online Payment System.
2.3. the Client hereby authorizes Aerapay to accept, act and rely upon any Instruction that Aerapay reasonably believes to have been made by the Client in order to provide the Services.
2.4. Before transmitting an Instruction, the Client shall be responsible for ensuring all information contained in the Instruction is complete, accurate and if in writing, legible. If the Client subsequently learns of any error in an Instruction, the Client must immediately notify Aerapay in writing.
2.5. While all information provided by the Client to Aerapay (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 the Client as part of Aerapay’s "know-your customer" and anti-money laundering due diligence or any other documentation provided by the Client to Aerapay shall be deemed true, correct and complete in all respects. the Client shall undertake to inform Aerapay 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 Aerapay may at its sole discretion require for the purposes of verifying the accuracy of the updated information.
2.6. In the event that the Client fails to provide a timely, complete, accurate and legible Instruction, Aerapay may place the Instruction Funds in a Holding Balance as nominee for the Client pending receipt from the Client of the information necessary to complete the transaction(s), provided that the Client is not otherwise in default hereunder. Aerapay shall not be liable for any loss or damage suffered by the Client as a result of any such delay.
2.7. Aerapay may choose not to act on any Instruction, to act according to Aerapay interpretation of the Instruction, to suspend and/or to terminate the operation of the Client Access Methods if, after Aerapay having reasonably attempted to contact the Client accordingly, in the opinion of Aerapay,
(i) the Instruction appears to be fraudulent or forged;
(ii) the Instruction may be in breach of any applicable law or regulation;
(iii) the Instruction is not clear, is ambiguous or conflicting with another Instruction given by the Client or by any duly authorised representative or any person having authority or jurisdiction over the Client Access Methods (whether pursuant to an order made by a Court or otherwise);
(iv) the Instruction may be outside of Aerapay’s risk appetite as it may expose Aerapay to claims, suits, proceedings, losses, expenses, liabilities or damages of whatsoever nature whether directly or indirectly or Aerapay has received notice of a claim or dispute over the assets in the Online Payment System; or
(v) Aerapay does not provide the service or product requested in the Instruction.
2.8. Aerapay shall not be responsible or liable howsoever for any loss or damage that the Client may sustain directly or indirectly as a result of Aerapay’s actions pursuant to the above. Aerapay may require Instructions or appropriate indemnity from all or any the Client(s) or representatives before proceeding to act on any such Instruction.
2.9. Where the Client has appointed an Authorised User, including an attorney, agent, or authorised representative, to provide Instructions to Aerapay on its behalf, until receipt by Aerapay of a written notice of revocation of the authority of any said Authorised User, Aerapay shall be entitled to continue to treat such persons as authorised to operate the Client’s account(s) on the Online Payment System and all obligations, responsibilities and representation and warrants shall apply to the Client as if the Client was directly providing Instructions to Aerapay. Notwithstanding the above, Aerapay may in its sole discretion refuse to accept instructions from anyone else but the Client.
2.10. Aerapay agrees to process a transaction for the Client as soon as commercially practicable (during normal Hong Kong business hours) after receiving the Instruction. The Parties agree that a transaction shall be deemed to be binding and final once a transaction identification number has been generated by Aerapay (and/or one of its affiliated banks where applicable). Once the Instruction has been processed and the Transaction Confirmation has been generated, Aerapay shall provide the Transaction Confirmation to the Client. Aerapay shall initiate the electronic funds transfer(s) upon receipt of Settlement from the Client.
2.11. the Client acknowledges and agrees that Aerapay will charge various fees for the Services. Aerapay may change the fees charged to the Client for the Services at its sole discretion at any time. Any change in fees shall be effective from the date of the notice to the Client which shall be deemed to be when such fee amendments are published on the Client user area on the Online Payment Platform.
2.12. While Aerapay may subcontract any part of its Services, Aerapay shall remain primarily liable for the provision of the Services.
2.13. the Client understands that no interest will be paid to the Client by Aerapay with respect to any funds held on behalf of the Client (i.e. funds awaiting Instruction, funds maintained in a Holding Balance for any reason whatsoever, etc.). In consideration for the Client’s use of the Services, the Client irrevocably transfers and assigns to Aerapay, as the case may be, any ownership right that the Client may claim to have in any interest which may accrue with respect to any funds held on behalf of the Client, if any.
2.14. The following provisions shall apply with respect to Anti-Money Laundering and Countering the Financing of Terrorism:-
(i) the Client acknowledges that Aerapay is required to act in accordance with all applicable laws in relation to the prevention of money laundering, terrorism financing and the provision of financial and other services to any persons or entities which may be subject to sanctions. Aerapay may take any action in accordance with or by reference to all such applicable Laws.
(ii) In order to comply with the said applicable laws on anti-money laundering, countering the financing of terrorism as well as our policies, reporting requirements under Applicable Laws on financial transactions and any requests of authorities, Aerapay may be
a. prohibited from entering into or concluding certain transactions; and/or;
b. required to report suspicious transactions to local authorities.
(iii) Aerapay may intercept and investigate any payment, message and other information or communications sent to or by the Client or on the Client’s behalf and may delay, block or refuse to make any payment and such payment screening may cause a delay in processing certain information.
(iv) Aerapay shall not be liable for any losses arising out of any action taken or any delay or failure by Aerapay, in providing the Services or discharging any other obligations, caused in whole or in part by any step taken as set out above.
(v) the Client understands and agrees that, while Aerapay will respond to any the Client reasonable request for copies of historical transaction or other similar information, the costs associated with retrieving and providing such information shall be billed to the Client and deducted from the Client’s Holding Balance upon prior notice to the Client of such charges.
3.1. the Client may authorise Aerapay to execute Foreign Currency Transactions by delivering Instructions. Each Foreign Currency Transaction will be governed by the provisions of this Clause. Aerapay may refuse to enter into any Foreign Currency Transaction at its absolute discretion.
3.2. To provide Instructions to Aerapay to enter into a Foreign Currency Transaction, the Client shall deposit to the Online Payment System a full transferable amount of funds. Aerapay shall provide no credit facilities to the Client. Aerapay provides its Services on a pre-paid basis exclusively. Aerapay shall ensure to maintain the relative value of the funds to be purchased from or transferred by the Client to Aerapay. Any funds delivered by the Client and received by Aerapay 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 the Client’s total payment obligation owed to Aerapay with respect to the relevant Foreign Currency Transaction.
3.3. Once Settlement has been received by Aerapay, Aerapay will deliver the funds in accordance with the Client’s Instruction or, if no such instruction is provided as to withdraw the funds out of the Online Payment System, into the Client’s Holding Balance on the Online Payment System. Payments shall be made by deducting funds from the Client’s own Holding Balance by providing an Instruction to Aerapay via the Online Payment System. The Client shall provide to Aerapay all necessary remittance details and Instructions to Aerapay to initiate the payment.
3.4. No rollover of a Foreign Currency Transaction shall be permitted.
3.5. Except as contemplated herein, the 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.
3.6. The Client shall communicate immediately to Aerapay, and in any event before the execution of any Transaction on the Online Payment System, the Client’s intentions to cancel its Instructions. In the event that any Transaction is cancelled, Aerapay may terminate it without any further notice to the Client and without any liability to Aerapay and Aerapay may take any other steps Aerapay deems appropriate to mitigate the potential loss(es) caused by the Client’s late decision to reverse the relevant Instructions in relation to such Transaction. In the event of such termination, the Client agrees to pay to Aerapay the amount of any losses and expenses incurred by Aerapay in connection with the cancellation of the Transaction, if any. The said amounts shall be deducted by Aerapay from the Client’s Holding Balance.
3.7. Where a Transaction has been terminated pursuant to the foregoing, the Client agrees that Aerapay’s sole liability shall be to return any amounts the Client has paid to and received by Aerapay that remain after deducting all amounts owed to Aerapay. In the event of any currency fluctuations or market volatility, the amounts to be settled with the Client shall be agreed beforehand between the Parties but may not be higher than whichever amount is returned to Aerapay by its banking institutions.
4.1. In consideration of the Client’s undertaking to be bound by this Agreement, and upon the Client’s request to obtain access to the Online Payment System, the 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 the Client’s use of Services, where applicable. This Agreement shall be applicable to the Client in its entirety also in the event that Aerapay has agreed to provide to you a licence for the Client’s use of any API.
4.2. the Client agrees that the Online Payment System and any API are and shall remain the exclusive property of Aerapay. Accordingly, the 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 by, any third party. the 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 to provide any similar products to its own customers. Any violation of this provision shall amount to the Client’s material breach of this Agreement and shall make the Client liable for damages or any other remedy available to Aerapay.
4.3. the Client understands the importance of security and agrees to use the Online Payment System and any API solely in the ordinary course of the Client’s business relationship with Aerapay, and the Client further agrees to restrict the access to the Online Payment System and any related API.
4.4. Aerapay may at any time require, upon Aerapay’s written request, that the Client or a person reasonably satisfactory to Aerapay, provide Aerapay with a guarantee, indemnity, cash reserve or any other security (including the replacement of any existing security) to secure to Aerapay’s reasonable satisfaction the performance of the Client’s obligation (including contingent or potential obligations) under this Agreement, but in particular with respect to the security requirements provided for in this Clause 4 and in Clause 5 hereunder.
4.5. As a further measure to mitigate Aerapay’s risk of exposure to acts of fraud which may be committed by the Client or on the Client’s behalf, Aerapay shall have the right to hold from the Client’s Holding Balance a sum equal to ten percent (10%) of the Client’s total transactions volume as a refundable deposit (the “Security Reserve”). The Security Reserve may be held at Aerapay’s discretion and for a period of not less than six (6) months starting from the date of the Client’s registration on the Online Payment System. Upon expiry of the said 6-month period, Aerapay shall review the Client’s fraud risk profile and either (a) refund the Security Reserve to the Client, or (b) reassess the percentage amount of total transactions volume to be held as Security Reserve from the Client’s Holding Balance for a further period of six (6) months, following which Aerapay will conduct a further review of the Client’s fraud risk profile.
4.6. the Client agrees that Aerapay may terminate the Client’s licence to access and use the Online Payment System and/or any related API at any time for any reason. Aerapay 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 due to, a request from governmental and/or regulatory authorities, misuse of the Online Payment System including for purposes of fraud or misrepresentation, etc.
5.1. Upon the Client’s request to be granted access to the Online Payment System, Aerapay shall issue the Client Access Methods to the Client and the Client shall assume sole responsibility for use and security of such Access Methods.
5.2. The security of the 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 the Client.
5.3. The Client shall provide Aerapay with the details of all representatives who are allowed to access and transaction on its behalf on the Aerapay’s Online Payment System to, among other things, initiate a Transaction.
5.4. The Client shall notify Aerapay 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 the 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 Aerapay shall be binding on the Client.
5.5. The 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. The Client agrees that only the persons recorded in the Online Payment System are authorised to give Instructions on the Client’s behalf and that Aerapay is authorized to act in accordance with any instruction given by any such person or any person who purports to be such person. If the Client wishes to change any authorized person, where applicable, it shall be permitted to do so by notifying Aerapay in writing. The Client acknowledges that until actual receipt of such written notice, Aerapay is entitled to rely on the Client’s most recent list of authorized persons.
5.7. The Client agrees that Aerapay may act solely on, and the Client shall be bound by any Instructions received through the Online Payment System.
5.8. Aerapay may issue to the Client a Transaction Confirmation setting forth the details of any Instruction that Aerapay receives. If there are any discrepancies between the Instruction and the Transaction Confirmation, the Client must immediately notify Aerapay of such discrepancy. If the Client does not communicate any discrepancies within one (1) business day of the day that Aerapay sends a Transaction Confirmation, then the Transaction Confirmation shall constitute conclusive proof of the details of the Instruction. Notwithstanding the foregoing, the Client shall be bound by the terms upon which Aerapay accepted any Instruction, regardless of whether the Client received a Transaction Confirmation.
6.1. Aerapay shall credit all or any part of any funds paid to it by the Client to a Holding Balance. In such circumstances, the funds will be held by Aerapay as nominee for the Client and the making of the payment by the Client will not affect any obligation of the Client to Aerapay, except to the extent that funds are paid to Aerapay from the Holding Balance in accordance with an Instruction from the Client.
6.2. The Client irrevocably requests and directs Aerapay to pay to Aerapay from any Holding Balance held for the Client
(i) amounts due to Aerapay in relation to the provisions of any Services requested by the Client in an instruction; and
(ii) any other amount due to Aerapay under this Agreement.
6.3. By using Aerapay’s services the Client irrevocably authorises Aerapay to commingle funds held for the Client in a Holding Balance with funds held for other clients of Aerapay provided that Aerapay maintains sufficient accounting records to determine what part of the commingled funds are held for the Client.
6.4. The Client acknowledges and agrees that Holding Balances are provided by Aerapay in conjunction with the provision of the Services and that a Holding Balance cannot be utilized in the absence of such Services being provided to the Client.
6.5. In the event of default in payment by the Client of any fees or invoices, Aerapay may satisfy any liability arising hereunder to Aerapay out of the Client’s or the Client’s customers’ funds maintained in the Client’s Holding Balance, without prior notification to the Client. Such steps shall be at the sole discretion of Aerapay, and the Client agrees:
(i) that Aerapay shall have no liability to the Client or the Client’s customers; and
(ii) the Client waives any claim or action and indemnity against Aerapay, and hold Aerapay harmless from all liability, claims, damages, and costs, including all reasonable fees incurred by Aerapay resulting from the Client’s failure to pay and Aerapay’s efforts to collect any balances due.
6.6. In the event that the Client’s Holding Balance is nil, the Client shall remain liable to Aerapay for full settlement of any sums owing and will endeavour to promptly pay on demand the amount of any loss or expense sustained by Aerapay where applicable.
6.7. In the event that any transfer authorised by the Client is dishonoured by the Client, Aerapay will charge, and the Client agrees to pay, all processing costs associated with each rejected electronic debit, if any.
6.8. In any other event, Aerapay shall have the right to suspend and/or ultimately terminate the Services and/or initiate any proceedings necessary to recover any balances due.
7.1. Intellectual Property Rights.
7.1.1. the Client agrees that all Aerapay’s webpages (including service marks, logos and trademarks), Services, applications, API, process and systems are the exclusive property of Aerapay and protected by copyright law or other international intellectual property laws. Except as set forth in this Clause, the 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. the 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.
7.1.2. the Client acknowledges and agrees that all copyright and other intellectual property rights in and produced by Aerapay in carrying out any of the Services for the Client shall be the exclusive property of Aerapay. the 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.
7.1.3. While using Aerapay’s Services, the 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 Aerapay or its Related Companies to the Client from the Online Payment System (collectively the “Aerapay IP”). The Aerapay IP may be used only for the Client’s own use and solely as necessary in relation to the Services.
7.1.4. the Client shall not, and may not attempt to, directly or indirectly
(i) transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Services or the Aerapay IP to any person or entity;
(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 Aerapay IP;
(iii) modify, copy, tamper with or otherwise create derivative works of any software included in the Aerapay IP; or
(iv) reverse engineer, disassemble, or decompile the Aerapay IP or the Services or apply any other process or procedure to derive the source code of any software included in the Aerapay IP, the API or as part of the Services.
7.2. Protection of Data Privacy.
7.2.1. To enable Aerapay to consider whether to provide any Services to the Client, the Client shall be required to supply to Aerapay from time to time personal or other information relating to the Client, the Client’s authorised representatives, authorised operators, attorneys and connected persons and failure to do so may result in Aerapay’s inability to provide the Services.
7.2.2. In the provision of its Services to the Client, Aerapay may be required to collect personal, sensitive or confidential data or any confidential information of any nature of the Client, the Client’s authorised representatives, authorised operators, attorneys and connected persons (collectively the “Confidential Information”).
7.2.3. the Client hereby irrevocably authorises Aerapay to disclose any Confidential Information and/or any documentation containing such information and data in relation to the Client to:
(i) its subsidiaries, branches, representative offices, or any other member of the Aerapay;
(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 the Client;
(iii) vendors, installers, or servicers of the Aerapay’s computer systems;
(iv) any person for whose liabilities the Client is or intends to be surety or the Client has given or intends to give security to Aerapay;
(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 Aerapay or any member of its group of companies or over any transactions effected by the Client or for the Client’s account;
(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 Aerapay 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;
(vii) any person (including any agent, contractor or third party service provider) with whom or to whom Aerapay contracts or proposes to contract or outsource or proposes to outsource with regard to the provision of Services in respect of the Client’s Account(s) or in connection with the operation of Aerapay’s business;
(viii) any person to whom Aerapay may be required by law to disclose to;
(ix) any person to whom the Client authorises Aerapay to disclose;
(x) any other person in accordance with the policies of Aerapay on use and disclosure of Confidential Information as set out in the Data Privacy Notice which is accessible online on the Aerapay’s website or available on request;
7.2.4. the Client's personal information is processed under the applicable laws and controlled by Aerapay in accordance with this Clause and the Aerapay’s Data Privacy Notice. the Client's personal information includes data relating to the Client's officers, directors, beneficial owners, shareholders, employees and authorized users.
7.2.5. Aerapay uses personal information the Client provides to Aerapay when using Aerapay’s Services, as well as other information that is collected or generated during Aerapay’s relationship with the Client. This may include information from other services like money transfers, bill and business payment, loyalty or membership program details, historical transactions, and marketing choices. Aerapay may also use, collect from and share with other business who work with Aerapay, information from other products and services and convenience and/or rewards programs, which the Client has registered for during the Client's relationship with Aerapay. Aerapay will hold and retain the information that the Client provides to Aerapay about any other person including the details of any of the Client's nominated beneficiaries in order to execute transactions. It is the Client's obligation to ensure, prior to providing this information, that the Client has notified and secured authorization from any other person on Aerapay’s use and disclosure of this information as set out in this Clause.
7.2.6. Personal information is further used to provide the Client with the Services the Client agreed to and activities like administration, customer service, anti-money laundering obligations, validate the Client details, to complete analysis and research, to help prevent and detect of fraud, debt and theft recovery, and to help Aerapay improve its products and services and operations. The Client warrants that all the said personal information or personal data provided by the Client to Aerapay from time to time in any documentation as required to be completed by the Client as part of Aerapay’s "know-your-customer" and anti-money laundering ongoing due diligence or any other documentation provided by the Client to Aerapay is true, correct and complete in all respects. The Client further undertakes to inform Aerapay 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 Aerapay may in its sole discretion require for the purposes of verifying the accuracy of the updated information.
7.2.7. The Client consents to Aerapay and its respective agents, authorised service providers and business partners collecting (including by way of recorded voice calls), using and disclosing the Client’s personal data for purposes reasonably required by Aerapay to enable them to provide the products and Services to the Client. the Client confirms that it has read and understood the terms set out in our Data Privacy Notice which is accessible online on Aerapay’s website or available on request.
7.2.8. The Client further undertakes to ensure that any person whose Confidential Information the Client discloses to Aerapay and its representatives, and any person whom the Client authorizes or permit to access the Services, has, prior to such disclosure or access,
(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 Aerapay and its representatives to provide the products and Services to the Client and/or such person, and
(ii) read and consented to any policy prepared by Aerapay 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.
7.2.9. Aerapay may provide the information it holds to parties located outside the Client's jurisdiction, including the USA or the European Union. Aerapay may also provide the information to other organisations that help Aerapay 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. Aerapay may add, to the information provided by the Client, information available from other businesses or individuals, including information to validate the accuracy of the Client information provided by the Client. Aerapay 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.
7.2.10. The information Aerapay holds may be accessed by Aerapay and its affiliates for any of the purposes set out in this Clause or for other purposes to which the Client has agreed to. The Client has a right to request Aerapay to access and receive a copy of the Client's information, for which Aerapay may charge a small fee. The Client can also correct, erase or limit Aerapay’s use of the information which is incomplete, inaccurate or out-of-date. The Client may object at any time on legitimate reasons to the use of the Client's information by Aerapay or its affiliates, where the processing is not required to complete the Service or required by law or regulation. If the Client wishes to exercise these rights or no longer wishes to receive commercial communications from Aerapay, it may contact Aerapay by phone at +852 5801 0003 or by email to accounts@Aerapass.com.
7.2.11. The Client agrees that Aerapay and any member of the Aerapay 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 our compliance with Applicable Laws and Regulations. the Client hereby waives, and where reasonably required by Aerapay, agree to procure any other connected person to waive, any applicable restrictions that would otherwise but for this waiver hinder or restrict Aerapay from disclosing Tax Information in the manner described herein. the Client agrees that where the personal information provided is inaccurate, incomplete, or not promptly corrected or updated, Aerapay may take one or more of the following actions at any time to ensure compliance with Applicable Laws and Regulations:
(i) terminate the Client’s Services and discontinue entirely or in part our relationship with the Client; and/or
(ii) provide (whether before or after the termination of the Client’s Account) Tax Information relating to the Client or any Connected Person to such Authority in any jurisdiction.
7.2.12. In the event that any Client is located in the European Union, for the purposes of Aerapay’s compliance with the EU's General Data Protection Regulation, and notwithstanding anything in this Agreement to the contrary, Aerapay does not seek agreement with the Aerapay’s Data Privacy Notice or consent to collect, use, disclose or process the Client’s Confidential Information as referred to in this Clause either from the Client in respect of the Client’s Confidential Information or from any person whom the Client authorises or permits to access the Services in respect of the Client’s Confidential Information or whose Confidential Information the Client provides to Aerapay in the course of Aerapay’s provision of the Services to the Client. Aerapay 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 the Client with the Services in accordance with this Agreement. the Client agrees and warrant that the Client will ensure that any other person giving instructions to us or otherwise authorised by the Client is aware of the information in the said EU General Data Protection Regulation.
8.1. To the fullest extent permitted by applicable law, the Client agrees to indemnify and hold Aerapay 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 the Client or Aerapay’s actions in response to receiving Instructions from the 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 Aerapay.
8.2. the 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. Aerapay does not warrant the accuracy or completeness of the information available and disclaims any liability for errors or omissions or interruptions to access. Where Aerapay 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. The Client agrees that Aerapay and/or any of Aerapay’s Related Companies shall not be liable to the Client for Aerapay’s performance of, or failure to perform, any obligations of Aerapay to the Client under this Agreement. The Client agrees that in no circumstance Aerapay 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 the Client, the Client’s agents, employees or Related Companies. Further, Aerapay shall not be held liable for any loss or damage suffered by the Client as a result of Aerapay holding any amounts of the Client’s Holding Balance pursuant to this Clause.
8.4. In no event shall Aerapay’s liability to the 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 Aerapay in connection with the Relevant Transaction(s). Notwithstanding (a) and (b) above, Aerapay liability shall never exceed the sum of US Dollar 15,000.00 or equivalent in any foreign currency.
9.1. In the event that any Goods & Services Tax (GST) or Value Added Tax (VAT) is payable on any of the Services provided, the Client shall pay to Aerapay an additional amount equal to the GST or VAT payable on the supply of those Services, upon provision of applicable tax invoice by Aerapay.
9.2. the 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. the Client further acknowledges that Aerapay shall not be responsible for determining what, if any, taxes apply to any of the Client's payments.
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 the Client each time the Client utilises any of the Services provided.
10.2. The Client represents that the Services are being used for business/commercial purposes only. the Client agrees not to use the Services for any illegal purpose. In addition, the Client certifies that it will not use the Services for any purposes in relation to online gambling, pornography or any other similar controlled activities. the Client acknowledges that any Instruction issued by the Client pursuant to this Agreement will be binding upon and enforceable against the Client and does not violate the terms of any other agreements to which the Client is bound.
10.3. The Client represents and warrants that, in the event that they are an individual, they are 18 years of age in order to register as a the Client and to engage in any Transaction with Aerapay. In the event that the Client is a corporate entity (i.e. a juristic person), the Client represents and warrants that it is acting as a principal and has legal title to all funds used in connection with the Transactions, and that any Transaction is being undertaken in accordance with applicable law.
10.4. The Client represents and warrants that the Client has entered into this Agreement for lawful and commercial purposes connected with the Client's business and not for the purpose of investment or speculation.
10.5. The Client represents and warrants to have full authority to agree to be bound by this Agreement.
10.6. The Client understands, acknowledges and agrees that all transactions, wherever originated, may be processed by Aerapay or may be processed on behalf of Aerapay by one or more of its affiliates, one or more of which may be located outside of Hong Kong.
10.7. The Client understands, acknowledges and agrees that Aerapay may terminate this Agreement and/or cancel or reject any Instruction at any time in the event of including but not limited to:
(i) any regulatory non-compliance by the Client or if otherwise required to comply with applicable laws or regulations;
(ii) Aerapay reasonably believing that any transactions or Instructions by the Client are used for any purpose contrary to Applicable Laws or any unauthorized or fraudulent use; and/or
(iii) the security of any of the Services or the Online Payment System has been compromised;
and especially in the event of the Client being found in breach of any of the warranties set forth herein.
10.8. Non-reliance.
10.8.1. The 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 and assessed whether this Agreement is appropriate or suitable for the Client based on its own judgment and upon professional advice obtained independently of Aerapay (including, where relevant, as to the correct tax and accounting treatment of each transaction).
10.8.2. The Client is not relying on any communication (written or oral) of Aerapay as professional advice or recommendation to enter into this Agreement.
10.8.3. The Client acknowledges that it will, independently and without reliance upon Aerapay or any third party to this Agreement and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in respect to the Services offered under this Agreement, any related agreement or any document furnished thereunder.
10.9. The Client acknowledges that Aerapay is a regulated entity subject to, among other things, anti-money laundering and countering the financing of terrorism laws and regulations of which a broad range of serious crimes (including serious tax and/or financial crimes such as but not limited to intentional and fraudulent tax evasion) have been designated as money laundering predicate offences in the jurisdictions where Aerapay operates. The Client is further aware of Aerapay’s firm stance against tax-illicit activities and fraud. Under the circumstances, the Clients represents and warrants to Aerapay as follows:-
(i) the Client acknowledges and agrees to be solely responsible for, and Aerapay is not responsible for, the Client’s own tax affairs and obligations;
(ii) the 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 crimes);
(iii) to the best of the Client’s knowledge, the 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 or fraud;
(iv) the Client understands and agrees that Aerapay may disclose any transaction-related information including but not limited to information relating to the originating entity, its officers, directors and beneficial owners in order to satisfy its legal obligations under applicable law (including, but not limited to, anti-money laundering, countering of terrorism financing, trade and economic sanctions laws and/or regulations, etc.), or as may otherwise be required by Law or Court order. The Client undertakes to provide to Aerapay, promptly upon request, any such information or documentation that Aerapay deems necessary and appropriate, and to take such other reasonable actions upon Aerapay’s request, to enable Aerapay to satisfy its anti-money laundering and countering the financing of terrorism responsibilities and to comply with applicable laws and regulations. In the event of any enquiry or request from regulatory, tax and other governmental authorities and agencies and/or competent law enforcement agencies, the Client agrees to provide Aerapay with all information and documentation that is necessary to satisfy such an enquiry or request; and
10.10. In the event that Aerapay suspects that the Client and/or any of its agents or representatives are using or allowing any of the Services to be used for fraud, misconduct, tax evasion or any other illegal or improper purpose that could give rise to civil or criminal liability, Aerapay reserves the right to refer this to the relevant authorities and comply with directions or guidelines issued by them without notice to the Client.
10.11. As part of internal procedures and in order to comply with applicable money laundering regulations, Aerapay may require the Client to provide confirmation of the identity of the beneficial owner(s) and officers of the Client or other reasonable information. The Client agrees to provide all requested information promptly and to confirm that all information provided is complete, accurate and not misleading. In the event that the Client fails to comply with this clause or other anti-money laundering requests, Aerapay reserves the right to terminate this Agreement with immediate effect and without penalty.
11.1. All the 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 Aerapay Complaints Policy.
11.2. Where an amicable resolution between the Parties may not be reached pursuant to the sub-clause above, any such Dispute shall be referred to mediation in Singapore administered by the Singapore International Mediation Centre (“SIMC”) in accordance with the mediation rules of the SIMC for that time being in force, which rules are deemed to be incorporated by reference in this clause.
11.3. Where resolution between the Parties may not be reached pursuant to the sub-clauses above, any of the Disputes shall be referred to arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for that time being in force, which rules are deemed to be incorporated by reference in this clause, and
11.3.1. the seat of the arbitration shall be Singapore;
11.3.2. the arbitral tribunal shall consist of one (1) arbitrator;
11.3.3. the language of the arbitration shall be the English language; and
11.3.4. the arbitral award (the “Award”) shall be delivered in writing, state the reasons for the Award; be the sole and exclusive, 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, entering preliminary or permanent injunctive relief provided however, that the Award shall not have authority to award, and the Parties waive the right to seek an award of, punitive or exemplary damages.
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 shall remain in full force and effect.
12.3. This Agreement is not assignable by the Client without first obtaining Aerapay’s prior written consent. Aerapay 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. Aerapay 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 additions, alterations, variations and modifications shall immediately take effect upon notification by Aerapay to the Client or upon publishing of a revised version of this Agreement to Aerapay’s website.
12.6. The Client acknowledges that Aerapay will provide certain Services or parts thereof including but not limited to the conversion of currencies or the remittance of funds pursuant to the licenses duly granted to certain entities of its group of companies by the respective governmental Authorities.
12.7. In the unlikely event Aerapay is unable to deliver any of the Services due to circumstances beyond Aerapay 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 (whether declared or not and including existing wars), revolution, insurrection, pandemic and/or epidemic, fire, explosion, stoppage of labour, strikes or other disputes with employees, laws, regulations, orders or other acts of any governmental authority, other civil disturbances, legal process or failure of telecommunications or computer networks or equipment, or any other cause whatsoever beyond Aerapay’s control, Aerapay shall promptly advise the Client, and Aerapay shall not, to the extent permitted by law, have any liability whatsoever for any loss resulting directly or indirectly from these circumstances, including but not limited to any liability to pay any damages or otherwise compensate the Client or any other persons.
12.8. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter hereof. In the event of any conflict or ambiguity between the provisions of this Agreement and any other precedent agreement (e.g., a previously executed confidentiality agreement), the provisions of this Agreement shall prevail.
12.9. Termination.
12.9.1. Aerapay may terminate this Agreement with or without cause at any time upon providing written notice to the other.
12.9.2. In the event that no specific, separate and/or additional agreement for the provision of services for a specific duration has been entered into by the Parties hereto, the Client may terminate this Agreement upon de-registration from the Online Platform System. the Client shall be duly released and discharged by any obligations under this Agreement upon full payment of any outstanding amounts owed to Aerapay for the provision of all Services up to the date of request of termination by the Client.
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 Aerapay’s Services to the Client and the termination of this Agreement. Termination by either party shall not affect any rights that have accrued prior to termination.
12.9.4. Nothing contained in this Agreement shall be interpreted, construed or implied to create any agency, partnership or joint venture between Aerapay and the Client. Nothing in this Agreement shall be interpreted, construed or implied as creating or establishing the relationship or employer and employee between Aerapay and the Client. At no time shall either Aerapay or the Client make commitments for or in the name of the other.
12.9.5. Neither Party may use the Party's name in news releases, articles, brochures, marketing materials, advertisements and other publicity or investor promotions without the 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. Translations of this Agreement into different languages may be provided for the Client’s convenience from time to time. In the event of any discrepancy or ambiguity between the current English and different language versions, the English version shall govern for all 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 third party, whether any such entitlement would, but for this provision, arise under the Contracts (Rights of Third Parties) Ordinance (Chapter 623) 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 non-exclusive jurisdiction of the Courts of Hong Kong S.A.R.
Use of Third-Party Providers and Liability for Service Failures. Aerapay may engage third-party service providers to assist in delivering certain aspects of the Services. While Aerapay selects its third-party providers carefully, the Services you receive may be dependent on the performance of these third parties. In the event of a failure caused by a third-party provider (e.g., transaction errors, payment gateway failures, bank-related issues, etc.), Aerapay will assist in resolving the issue with the third party but will not be liable for the third-party’s failure to perform. The Client acknowledges that they may need to seek remedies directly from the third party in the event of service failures attributable to the third-party provider’s actions or inactions.
13.1. No Liability for Third-Party Actions. Aerapay 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:
(i) Payment processing delays,
(ii) Transaction failures caused by third-party banks or payment institutions,
(iii) Service interruptions due to third-party system failures or maintenance,
(iv) Insolvency or other financial issues involving a third-party service provider.
In such cases, Aerapay 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.
13.2. Indemnification for Third-Party Actions. In the event that a third-party provider's failure leads to loss of funds or other financial or reputational damage to Aerapay, and Aerapay incurs costs as a result, Aerapay reserves the right to recover these costs from the client as outlined in the chargeback and indemnity clauses. The client agrees to indemnify Aerapay against any claims, damages, or losses resulting from third-party failures that affect the delivery of the Services.
13.3. Dispute Resolution with Third Parties. In the event that a dispute arises due to a third-party failure, Aerapay will facilitate communication between the client and the third-party provider to resolve the matter. However, the client acknowledges that Aerapay is not responsible for directly resolving disputes with third-party providers, and such disputes must be addressed directly with the third party or through applicable legal channels.
13.4. Third-Party Terms and Conditions. The Client represents and warrants they have reviewed and understood any terms and conditions of third-party providers that Aerapay uses in delivering the Services, as these may include additional rights, responsibilities, and liabilities. These third-party terms may apply alongside this Agreement when relevant services are utilised.
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