万里付卡用户服务协议 / WorldFirst Virtual Card Service Agreement
本万里付卡服务协议（以下简称“本协议”）由World First Asia Limited（以下简称“万里汇”或“我们”）与万里汇账户（定义见下文背景A部分）的用户（以下简称“用户”、“客户”或“您”）就您使用万里付卡（定义见下文第1.12条）、单卡账户（定义见下文第1.11条）、万里付卡账户（定义见下文第1.10条）及其他相关事宜订立。
1.4 “支付网络”系指Mastercard Asia/Pacific Pte. Ltd.及其关联方和任何其他类似的支付机构。
13.3. 在适用法律允许的最大范围内，万里汇不承担由于服务的使用或无法使用引起的任何间接、后果性、偶然、特殊或惩罚性的损害，包括由于服务的使用或无法使用引起的利润或收入损失、业务中断、丧失商业机会、数据损失或其他经济利益损失，无论是在合同、过失、侵权还是其他方面。尽管本协议有任何相反规定，万里汇承担的累积责任，包括对本协议项下或与其在本协议项下的义务相关的权利主张、费用、损害或赔偿义务承担的累积责任，不得超过以下两项中的较低者：(A) 500,000美元，或(B)您就服务应向万里汇支付的全部费用（若服务在追究责任的权利主张触发事件发生之日前的六（6）个完整公历月内提供）。
14.2. 停机。 万里汇的网站（www.worldfirst.com）须进行维护、修理、检查、修改和改进，在此期间，万里汇向您提供的服务可能无法使用。如果任何预定的停机对万里汇向您提供的任何服务产生不利影响，万里汇将在其网站上或在合理可行的情况下通过任何其他方式通知您该等预定的停机时间。
19.1. 补充。 本协议构成对条款和条件的补充。除本协议规定的事项之外，对于您与万里汇之间的所有其他万里汇账户相关事项，包括本协议项下未涉及的万里付卡账户和单卡账户相关的事项，请参阅条款和条件。
19.2. 可分割性。 如果本协议的任何规定被认定为无效或不可执行，该项规定应被删除，其余规定应被执行。
19.3. 不放弃权利。 万里汇未能或延迟行使其在本协议项下的任何权利，不得构成其对该等权利的放弃，也不构成对后续或类似违约放弃追究。放弃权利必须以书面形式作出方可生效。
19.4. 转让和不转让。 万里汇有权将本协议（包括其在本协议项下的所有权利、权属、利益、权益、义务和责任）转让并出让给其任何关联方和任何权益继承人。万里汇可以将其在本协议项下的任何权利和责任委托给其关联方、独立承包商或其他第三方。尽管如此，您不得将本协议全部或部分转让或出让给任何个人或主体。
19.5. 服务提供商。 您理解并同意，万里汇可以通过我们的关联方、银行及/或其他金融机构（“服务提供商”）向您提供服务，您理解万里汇未以任何身份担任或声称担任任何银行及/或金融机构的代理人。
WorldFirst Virtual Card Service Agreement
This WorldFirst Virtual Card Service Agreement (this “Agreement") is entered into between World First Asia Limited (hereinafter referred to as “WorldFirst”, “we” or “us”) and user (hereinafter referred to as “user”, “customer” or “you”) of the World Account (as defined in part A of Background below) in respect of your use of WorldFirst Virtual Card (as defined below in clause 1.12), Virtual Card Account (as defined below in clause 1.11), Virtual Card Customer Account (as defined below in clause 1.10) and other related matters.
If you click on “I Agree” to confirm and accept this Agreement, you have reached an agreement with WorldFirst and agree to accept this entire Agreement. Before accepting this Agreement, please read the entire contents of this Agreement carefully. If you do not agree with any of the contents of this Agreement, please do not click to accept. If you have any questions about this Agreement, please inquire by emailing WorldFirst's merchant services and management team at email@example.com (“WorldFirst Merchant Management Team”). The WorldFirst Merchant Management Team will be happy to serve you and explain.
(B) You request for WorldFirst Virtual Card, Virtual Card Account and Virtual Card Customer Account services provided by WorldFirst as set out under this Agreement (the “Service”).
(C) Once your application for WorldFirst Virtual Card, Virtual Card Account and Virtual Card Customer Account have been approved by WorldFirst and/or the Issuing Bank (if applicable), you will use your WorldFirst Virtual Card, Virtual Card Account and Virtual Card Customer Account and any other related products or services in accordance with the terms set out below.
1.1 “Compliance Obligation” means together, (i) the obligations of the WorldFirst and its affiliates to comply with laws, Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance, international guidance, internal policies or procedures, requests and/or demands from authorities such as reporting and/or disclosure obligations and laws requiring us to verify the identity of our customers; and (ii) the obligations of the Issuing Bank and its affiliates to comply with the laws, regulations, rules, requirements, judgment, decree, licensing commitment, order or directive, including, without limitation, any global, federal, country, state or local laws, rules and regulations and including those issued by governmental or regulatory authorities having jurisdiction over the Issuing Bank or its affiliates, that are applicable to the Issuing Bank, its affiliate or their business or which the Issuing Bank or its affiliate is otherwise subject to, requests and/or demands from legal, governmental or regulatory authority, or agreement entered into by the Issuing Bank and any governmental authority.
1.2 “Customer Onboarding Information” means the information you provide to WorldFirst to use the Services, which includes but not limited to:
a. identification information about your company, shareholders and owners (including but not limited to the name, address and email address) and the documents to verify the information provided; and
b. information about your shop or business such the shop URL, shop MCC (i.e. industry classification) and shop location.
1.3 “Issuing Bank” means the bank incorporated in Hong Kong, and licensed to issue a bank card pursuant to the agreement entered or to be entered into between the Issuing Bank and WorldFirst.
1.4 “Payment Network” means Mastercard Asia/Pacific Pte. Ltd. and its affiliates and any other similar scheme.
1.5 “Supported Currency” means (i) the currency in which the Transaction will be posted to your WorldFirst Virtual Card, which as of the date of this Agreement is agreed to be USD; or (ii) any other currency that is separately agreed and confirmed by WorldFirst.
1.6 “Spending Limit” means the pre-established spending limit listed on the relevant webpage of WorldFirst’s website, set by WorldFirst for each WorldFirst Virtual Card in a single day. The Spending Limit of a WorldFirst Virtual Card will be reduced by the amount of every Transaction within a single day. WorldFirst is entitled to lower or raise the Spending Limit at any time and will inform you of such change via updates on relevant webpage of WorldFirst’s website or any other means as soon as reasonably practicable.
1.7 “Transaction” means the online transactions with a third-party vendor or a service provider permitted by the Issuing Bank, payment of which will be made through the WorldFirst Virtual Card.
1.8 “Termination Date” means the date on which this Agreement is deemed to come to an end and the obligations which it enforces cease to be enforceable, except those clauses that specifically state that they survive termination.
1.9 “Transactional Information” means the information of your transactions in relation to your Virtual Card Customer Account, WorldFirst Virtual Card and Virtual Card Account, including but not limited to your name, account balance, transfer and payment records.
1.10 “Virtual Card Customer Account” / “VCCA” means a sub-account of your World Account. All funds in VCCA must be received from your World Account to enable Transactions to be made via the WorldFirst Virtual Card(s) in accordance with the terms of this Agreement.
1.11 “Virtual Card Account” / “VCA” means a sub-account of your World Account that is associated with a WorldFirst Virtual Card. All funds in VCA must be received from the VCCA. The amount of the proposed Transaction will be subject to and no more than the balance of the VCA.
1.12 “WorldFirst Virtual Card” means a transaction account number allocated by WorldFirst to a World Account user to be used for payment of the Transactions.
2. Representation and Warranty
You hereby make the representations and warranties to WorldFirst that:
2.1 you have the legal capacity and full power and authority to enter into, exercise your rights and perform and comply with your obligations under this Agreement, and this Agreement constitutes valid and binding obligations on and against you in accordance with its terms;
2.2 you are not a payment intermediary or financial institution;
2.3 you hold all authorizations, consents, exemptions and licenses required to be held under any law, rule or regulation governing your activities pursuant to this Agreement;
2.4 you will fully comply with all applicable laws and regulations, as well as the principles and guidelines issued by the relevant government authorities for the enforcement thereof;
2.5 your business is operated and will be operated in your place of incorporation and that use of the Service will be limited to the jurisdiction or area where such Service is offered by WorldFirst;
2.7 you undertake that you will use the WorldFirst Virtual Card to make payment to third party vendors or service providers for your legitimate business purpose only and not for your internal purpose; and
2.8 you understand that WorldFirst is not acting, or holding itself out, as an agent of any bank and/or financial institute including the Issuing Bank in any capacity.
3. Your Virtual Card Customer Account (“VCCA”)
3.1. To apply for WorldFirst Virtual Card, you agree to first open a VCCA as a sub-account of your World Account to facilitate the use of the Service.
3.2. You understand and agree that VCCA should not be used as a designated account to receive funds from marketplace platforms or any source other than the currency account(s) under your World Account (“CA”). A non-refundable service fee will be charged by WorldFirst on each transfer to your VCCA. All fees related to any transfer to your VCCA will be shown and updated from time to time on the relevant webpage when you initiate such transfer.
3.3. WorldFirst may impose limits on the maximum transfer amount from your CA to your VCCA in a single day or for a specific period of time (“VCCA Limits”) and the VCCA Limits are subject to change from time to time in WorldFirst’s absolute discretion. The VCCA Limits will be listed on relevant webpage of WorldFirst’s website and WorldFirst will inform you of any change of it via updates on relevant webpage of WorldFirst’s website or any other means where it is reasonably practicable.
3.4. You understand and agree that any fund in your VCCA may only be transferred to your VCA(s) or the currency account(s) in your World Account.
3.5. Any fund transferred into your VCCA in a currency that is different from the Supported Currency will be converted into a Supported Currency at a rate determined by WorldFirst and WorldFirst may charge a foreign exchange fee and a payment fee in relation to such transfer.
3.6. In the event that any funds in your VCCA have not been sent out to any approved account(s) within 90 days, WorldFirst may transfer such funds to an account in your name or return such funds to the source of fund. WorldFirst reserves the right to charge a fee for any returned funds and is not responsible for any losses incurred during the return process.
3.7. WorldFirst is entitled to at any time, without notice to you, apply funds in your VCCA to settle any liability due and payable to WorldFirst, whether the liability is present or future, liquidated or unliquidated.
4. Your Virtual Card Account (“VCA”)
4.1. When your application for WorldFirst Virtual Card(s) has been approved, a VCA in connection with each approved WorldFirst Virtual Card will be opened under your World Account.
4.2. You understand and agree that your VCA(s) should not be used as a designated account to receive funds from marketplace platforms or any source other than your VCCA and (subject to WorldFirst’s approval)other VCA(s).
4.3. You understand and agree that the total amount of the proposed Transactions under each WorldFirst Virtual Card should not be more than the balance in the relevant VCA at the time of the proposed Transaction(s), payment of which are intended to be made via the associated WorldFirst Virtual Card. Any proposed Transaction which may result in insufficient balance of the relevant VCA will not be proceeded.
4.4. You understand and agree that any fund in a VCA may only be used for settlement of a Transaction made via relevant WorldFirst Virtual Card and the corresponding amount will be transferred to an account designated by WorldFirst (the “WF Account”) on and/or after the date such Transaction is made or (subject to WorldFirst’s approval) to be sent to the VCCA or other VCA(s) in your World Account. The available amount of other proposed Transaction(s) (payment of which is intended to be made via the relevant WorldFirst Virtual Card) will be reduced following the above transfer(s).
4.5. In the event that a Transaction is posted to your WorldFirst Virtual Card (the “Posted Transactions”) but the corresponding transfer to the WF Account has not yet been made from the associated VCA, WorldFirst may impose restrictions on any instruction of transfer of fund out of the associated VCA which may lead to an insufficiency of balance in such VCA to cover these Posted Transactions.
4.6. Any fund transferred to your VCA should be in the Supported Currency.
4.7. On and after the Transaction date which a payment has been made via your WorldFirst Virtual Card(s), WorldFirst may at any time, without notice to you transfer any funds in your VCA to WF Account for WorldFirst to make the payment of the relevant Transaction(s) on your behalf, any applicable fee (including but not limited to foreign exchange fee) in related to such payment and any amount or foreign exchange costs owed to WorldFirst due to difference in the foreign exchange rates between the rates applicable at the time of posting of the proposed or pending Transaction and of completion of the Transaction payment pursuant to clause 7 of this Agreement.
4.8. In the event that any funds in your VCA have not been paid out or sent to any approved account(s) within 90 days, WorldFirst may transfer such funds to an account in your name or return such funds to the source of fund. WorldFirst reserves the right to charge a fee for any returned funds and is not responsible for any losses incurred during the return process.
4.9. WorldFirst may at any time, without notice to you, apply funds in your VCA to settle any liability that due and payable to WorldFirst, whether the liability is present or future, liquidated or unliquidated.
5. Your WorldFirst Virtual Card
5.1. Your WorldFirst Virtual Card(s), once approved by WorldFirst and the Issuing Bank, can be used to make payment to third party vendor or service provider for purchase of goods or services for your business use in accordance with this Agreement.
5.2. A non-refundable service fee will be charged on each application of a WorldFirst Virtual Card regardless of the result of such application. Such fee will be shown and updated from time to time on the relevant webpage when you apply for a WorldFirst Virtual Card.
5.3. WorldFirst will impose limit on the maximum number of the WorldFirst Virtual Card(s) applied by each user which will be listed on relevant webpage of WorldFirst’s website and subject to change from time to time in WorldFirst’s discretion. WorldFirst will inform you of any change of such limit via updates on relevant webpage of WorldFirst’s website or any other means where it is reasonably practicable.
5.4. To use a WorldFirst Virtual Card in accordance with this Agreement, you agree to first make a transfer of fund from your VCCA to the relevant VCA associated to the WorldFirst Virtual Card that you intended to use for making payment of the proposed Transaction(s).
5.5. The amount of proposed Transaction, payment of which is intended to be made via a WorldFirst Virtual Card, shall not exceed (i) the difference between the Spending Limit of such WorldFirst Virtual Card and the sum of the Transactions whose payments are made under this WorldFirst Virtual Card on that day; and (ii) the difference between the actual balance in the VCA associated to it and the sum of any pending Transaction whereby payment authorization is granted to the vendor or service provider on or before that day but such payment under this WorldFirst Virtual Card is yet to be completed, whichever is lower at the time of any proposed Transaction (the “Available Quota”). Payment for any proposed Transaction via the WorldFirst Virtual Card that exceeds the Available Quota associated to it will be declined.
5.6. WorldFirst may impose limits on the maximum number of Transaction that can be made via a WorldFirst Virtual Card in a single day which will be listed on relevant webpage of WorldFirst’s website and subject to change from time to time in WorldFirst’s discretion. WorldFirst will inform you of any change of such limit via updates on relevant webpage of WorldFirst’s website or any other means where it is reasonably practicable.
5.7. You understand and agree that WorldFirst cannot guarantee that payment for the proposed Transaction will be made via your WorldFirst Virtual Card.
5.8. You undertake that you will only use the WorldFirst Virtual Card towards payments permitted under this Agreement, i.e. for a third-party vendor or service provider permitted by Issuing Bank (examples of the third-party vendor or service provider permitted by Issuing Bank will be listed and updated from time to time on relevant webpage of WorldFirst’s website; for details, please contact WorldFirst Merchant Management Team). For the avoidance of doubt, no WorldFirst Virtual Card shall be used for the payment of goods and services provided by any person or entity other than a third-party vendor or service provider permitted by Issuing Bank.
5.9. You understand and agree that the WorldFirst Virtual Card(s) offered under this Agreement is not a credit card. Before making a payment using your WorldFirst Virtual Card, please ensure that sufficient balance is maintained in the associated VCA for payment of any proposed Transaction.
5.10. The details of your WorldFirst Virtual Card (including a 16-digit card number, CVV and expiry date) (the “Card Details”) will be shown in your World Account platform for you to leverage your WorldFirst Virtual Card for payment of the Transactions in accordance with this Agreement. You are responsible to safeguard the Card Details.
5.11. Your WorldFirst Virtual Card may be used to make purchase over the phone or the internet or in any online payment permitted by the Issuing Bank by entering your Card Details where Payment Network is accepted as a means of payment.
5.12. Your WorldFirst Virtual Card cannot be used to make cash advance, cash withdrawal, any offline payment, a payment in person or in any transaction which requires the use of a physical card.
5.13. You may apply for more than one WorldFirst Virtual Card subject to the approval of the Issuing Bank and WorldFirst and to the limitation set above in clause 5.3 and each of your WorldFirst Virtual Card should be linked to a VCA.
5.14. If any Transaction is made in a currency supported by Payment Network but different from the Supported Currency, the amount of your Transaction will be converted by the Payment Network or the Issuing Bank into the Supported Currency. You acknowledge and agree that WorldFirst has no control over the rates selected by the Issuing Bank or Payment Network; and the Issuing Bank or Payment Network may charge a fee as part of this conversion process which will be deducted from your account. The foreign currency conversion rate in effect on the applicable processing date for a Transaction may differ from the rate in effect on the sale or processing date on payment transfer.
6.1. You must not (or allow anyone else to) use your WorldFirst Virtual Card:
a. to purchase of goods or service which impose operational, reputation or compliance risks (including but not limited to Anti-Money Laundering, sanctions, fraud and/or similar risks) on WorldFirst and the Issuing Bank;
b. for any unlawful activity (including but not limited to a purchase of goods or services that is illegal or prohibited by the laws of Hong Kong, the laws of the country where the purchase is made or any other applicable laws and regulations);
c. in connection with gambling, wagering or betting activities;
d. in any manner in breach of the Terms and Conditions; or
e. in any manner in breach of the Compliance Obligation of WorldFirst, Issuing Bank and/or any Service Provider.
6.2. You must tell us immediately if you become aware or suspect that your WorldFirst Virtual Card has (or may have) been used in any of the above ways.
6.3. We may cancel or temporarily suspend or impose any restriction on the use of your VCCA, VCA and/or your WorldFirst Virtual Card if we become aware of or have any reason to believe that the security of your WorldFirst Virtual Card is compromised or it has been used in any of the ways listed in clause 6.1 of this Agreement.
6.4. You will however remain liable for all Transactions made through your WorldFirst Virtual Card(s) prior to its cancellation.
7.1. You hereby request and authorise WorldFirst to deduct any fund on your behalf from your VCA for settlement of any payment made via your WorldFirst Virtual Card (the “Settlement Service”). You hereby authorise WorldFirst to transfer funds from your VCA to WF Account at any time when WorldFirst receives any transaction notification from the Payment Network or the Issuing Bank (the “Transaction Notice”) regarding any Transaction you intend to make via your WorldFirst Virtual Card regardless of whether such Transaction is cancelled later. You confirm that WorldFirst is entitled to take any Transaction Notice received from Payment Network or the Issuing Bank as a specific payment order provided by yourself, and you authorize and consent to WorldFirst transferring funds from your VCA to make a settlement for a payment according to the Transaction Notice. If such Transaction is made in a currency different from a Supported Currency, the exchange rate determined by the Payment Network or the Issuing Bank will be applied for amount set out under the Transaction Notice and WorldFirst is entitled to transfer such amount, together with any fee arising from such transfer, from your VCA to the WF Account.
7.2. You understand and agree that WorldFirst will not be required to notify you in advance when WorldFirst make such transfer of funds out of your VCA for payment or settlement of any Transaction made via your WorldFirst Virtual Card, nor will WorldFirst be required to verify with you the authenticity, accuracy and validity of the Transaction Notice and any Transaction made via your WorldFirst Virtual Card, or whether it is in compliance with any contract you have entered into with related third party vendor or service provider.
7.3. WorldFirst will not be liable for any loss or liability arising out of its provision or your use of the Settlement Service or other services provided under this Agreement. Any other losses and liabilities, including any losses or liabilities incurred if any Transaction is made incorrectly, should be resolved by you with the related third party vendor or service provider, or by disputing a Transaction in accordance with clause 9 of this Agreement.
7.4. In the event that you wish to cancel or amend the Transaction you have made through your WorldFirst Virtual Card with any third-party vendor or service provider, please contact WorldFirst through email at firstname.lastname@example.org. WorldFirst may require you to provide additional information and documents, including evidence that the third-party vendor or service provider has consented to such cancellation or amendment. WorldFirst may deny your request if you fail to provide any requested information within 60 days after the Transaction date.
8. Information of Customer
8.1. You hereby consent and authorize WorldFirst to:
a. exchange and share your Customer Onboarding Information with the Issuing Bank for your subscription of the Service as the Issuing Bank requires such information in order to allow your use of the Service; and
b. exchange and share the Transactional Information with the Issuing Bank and the Payment Network for the purpose of your enjoyment of the Service.
8.2. You agree to notify us immediately if there is any change of the information you provided to us.
9. Dispute Management
9.1. If you believe that any transaction via your WorldFirst Virtual Card is the result of fraud or unauthorized use by a third party, the Issuing Bank offers a dispute process subject to rules and procedures of the Payment Network. To notify us of a disputed Transaction, please contact us and request a Transaction dispute form by email at email@example.com. You shall send us the completed form and submit all required documentation as and when requested by WorldFirst within 60 days after the date of the Transaction. You may be charged a fee if your dispute is not substantiated.
9.2. To avoid losing any rights you may have to dispute such a Transaction, you should:
(a) email us within 60 days after the date of the Transaction; and
(b) provide us with any and all information we ask for to support your request.
9.3. The operating rules of the Issuing Bank imposes time limits for raising a dispute. If you do not notify us and provide us with sufficient information timely, we may not be able to submit your request in time and the Issuing Bank may be unable to start an investigation into it, in which case you will be liable for the Transaction. It is your responsibility to review carefully your Transaction record and safely guard your Card Details. We are not responsible for any loss to you if you do not dispute a Transaction in time. You hereby agree to hold WorldFirst harmless any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from any disputed Transaction.
9.4. If we receive the investigation result from the Issuing Bank that you are entitled to reverse or amend a Transaction and the Issuing Bank has credited an amount (the “Refunded Amount”) to WorldFirst for refund of payment of the successfully disputed Transaction, WorldFirst will credit the Refunded Amount to your VCCA. WorldFirst would not be responsible for any difference between the amount of disputed Transaction made via your WorldFirst Virtual Card and the Refunded Amount of the relevant payment. WorldFirst reserves the right to apply the Refunded Amount against any charges incurred on the refund or on your VCCA, VCA and/or WorldFirst Virtual Card, and/or for settlement of your other proposed Transaction(s); and/or to settle any liability that is due and payable to WorldFirst, whether the liability is present or future, liquidated or unliquidated.
9.5. We cannot guarantee the time it may take for the investigation of your disputed Transaction but we will inform you as soon as possible once we receive result from the Issuing Bank.
10. Cancellation and termination
10.1. If you fail to comply with any provision under this Agreement, we may suspend, cancel or close your VCCA, VCA and WorldFirst Virtual Card immediately without prior notice to you.
10.2. Subject to WorldFirst’s prior approval, you may cancel your WorldFirst Virtual Card(s) and/or close your VCCA. You understand and agree that cancellation of your WorldFirst Virtual Card(s) will result in closure of the associated VCA(s) at the same time; and the closure of your VCCA will result in cancellation of all of your WorldFirst Virtual Card(s) and VCA(s). .
10.3. You may suspend and reactivate the use of a WorldFirst Virtual Card via your World Account platform, and the associated VCA will be suspended or reactivated accordingly. Once you have suspended the use of a WorldFirst Virtual Card, you cannot use it for making any payment until it is reactivated by you via the World Account platform.
10.4. Any request of cancellation of a WorldFirst Virtual Card or closure of a VCA and/or VCCA initiated by you is subject to:
a. full settlement of any amount you owe to WorldFirst;
b. all Transactions via WorldFirst Virtual Card have been settled;
c. there being no unresolved disputed Transaction; and
d. any other conditions that we consider necessary to enable WorldFirst and Issuing Bank to comply with their respective Compliance Obligations.
10.5. We may suspend or cancel any of your WorldFirst Virtual Card and its connected VCA at anytime without giving you any reason or prior notice. We may do this with or without suspending or closing your VCCA.
10.6. We may also suspend or close your VCCA at anytime without giving you any reason or prior notice. When your VCCA is closed, all of your VCA(s) and WorldFirst Virtual Card(s) will also be cancelled.
10.7. If your WorldFirst Virtual Card is suspended or cancelled, you must cancel or modify any arrangements set up or authorized by you in respect of that WorldFirst Virtual Card with the relevant third party vendor or service provider. We are not responsible for cancelling or transferring any such arrangements.
10.8. Notwithstanding any other provisions in this Agreement, you remain liable for any amount due by you to WorldFirst even after closure or cancellation of your VCCA, VCA and/or WorldFirst Virtual Card.
10.9. WorldFirst is entitled to terminate this Agreement immediately at any time. On the Termination Date, your VCA(s) shall be closed and all of your WorldFirst Virtual Card(s) shall be cancelled.
10.10. Any sums owed by you to WorldFirst under this Agreement shall become immediately due and payable on the Termination Date. You shall pay such sums into a bank account nominated by us as soon as is reasonably practicable within the time period required by us.
10.11. Except as otherwise provided in this Agreement, WorldFirst may unilaterally cancel or terminate the provision of the Service to you without prior notice or any announcement on the website, and shall not be liable for any damages unless the applicable law provides that WorldFirst shall provide compensation. If in WorldFirst’s sole discretion you have used the Service for any illegal, fraudulent or other prohibited activity or in violation of this Agreement, thereby resulting in loss to WorldFirst, WorldFirst may still request you to bear the corresponding liability after WorldFirst terminates this Agreement or discontinues the provision of the Services, and WorldFirst will retain the right to resolve the matter in accordance with clause 18 of this Agreement.
11. Limitation of Service
Notwithstanding any limitations described elsewhere in this Agreement, WorldFirst may establish general practices and limits concerning the use of the Service, including individual or aggregate Transaction limits on the value or number of Transactions during any specified time period(s). WorldFirst reserves the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service, without notice and without liability. WorldFirst also reserves the right to impose limits on certain Service features or restrict your access to some or all of the Service without notice and without liability. WorldFirst may decline to process any Transaction payment or instructions without prior notice to you. In particular, WorldFirst shall have the right to refuse to provide the Service if WorldFirst has reason to believe that (a) the Service is misaligned with the terms and conditions in the applicable contract, (b) the Service may violate any laws, rules or regulations or may otherwise subject WorldFirst or any of our affiliates to liability, or (c) you have used the Service for any illegal, fraudulent or other prohibited activity or in violation of this Agreement.
To the full extent permitted by applicable law, you agree to indemnify WorldFirst, its affiliates and its employees, directors, officers, agents and representatives (collectively, the "WorldFirst Indemnified Persons") and to hold them harmless from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, including but not limited to any loss, damages, actions, claims and liabilities incurred by WorldFirst under the agreement between WorldFirst and the Issuing Bank, from your use of the Service or from your breach of this Agreement. WorldFirst reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with WorldFirst in asserting any available defenses.
13. Limitation of Liability
13.1. We are not liable for:
a. the refusal of any vendor or service provider to accept your WorldFirst Virtual Card; or
b. any defect or deficiency in goods or services supplied to you by any vendor or service providers.
13.2. You must resolve any complaint against any vendor or service provider yourself and no claim against any of them may be made against or set off against us.
13.3. To the fullest extent permitted by applicable law, WorldFirst shall not be liable for any indirect, consequential, incidental, special or punitive damages, including damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from the use of or inability to use the Service. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WORLDFIRST’S CUMULATIVE LIABILITY, INCLUDING FOR CLAIMS, EXPENSES, DAMAGES OR INDEMNITY OBLIGATIONS UNDER OR IN CONNECTION WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, WILL NOT EXCEED THE LESSER OF (A) USD$500,000 OR (B) THE TOTAL FEES PAYABLE BY YOU TO WORLDFIRST FOR THE SERVICES, WHERE SUCH SERVICES ARE PROVIDED IN THE SIX (6) COMPLETE CALENDAR MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM UPON WHICH LIABILITY IS BASED.
13.4. If you have a dispute with any other party, you release the WorldFirst Indemnified Persons from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
14. Suspension or Breakdown of Systems
14.1. If the Service is unavailable as a result of the improper operation of the systems due to any of the following reasons, you agree that, to the full extent permitted by applicable law, you will not hold the WorldFirst Indemnified Persons liable:
a. system suspension which has been announced by WorldFirst in advance;
b. failure in data transmission due to a breakdown in telecommunications equipment and systems;
c. failure in system operations due to a breakdown resulting from a storm, earthquake, tsunami, flood, electricity blackout, war, terrorist attack or other force majeure events which are beyond our reasonable control; or
d. interruption or delay in the Service due to hacking, website upgrades, acts or omissions of a government authority prohibiting or impeding WorldFirst and/or its affiliates from providing the Service, or the non-performance by a third party (e.g. banks) for any reasons beyond the reasonable control of WorldFirst and its affiliates.
14.2. Downtime. WorldFirst’s website (www.worldfirst.com) is subject to maintenance, repairs, inspections, modifications and improvements, during which the service provided by WorldFirst to you may not be available. To the extent that any scheduled downtime adversely affects any services provided to you by WorldFirst, such scheduled downtime will be notified by WorldFirst to you with reasonable notice on WorldFirst’s website or via any other means where it is reasonably practicable.
15. Force Majeure
If WorldFirst fails to perform or is delayed in performing its obligations under this Agreement due to events, circumstances or causes beyond its reasonable control including but not limited to (i) fire, flood, element of nature or other act of God, (ii) outbreak or escalation of hostilities, war, riot or civil disorder, or act of terrorism; (iii) internet failure, computer, telecommunications, electrical power failure or any other equipment failure; (iv) malfunctions of communications facilities or systems beyond WorldFirst's reasonable control or anticipation; (v) labor dispute (whether or not employees’ demands are reasonable or within the Party’s power to satisfy), (vi) act or omission of a government authority prohibiting or impeding the affected Party (or its Affiliates or agents) from performing its obligations under this Agreement, including order of a domestic or foreign court or tribunal, governmental restriction, sanctions, restriction on foreign exchange controls, etc. (vii) acts or omissions of a government agency prohibiting or impeding the affected entity (or its Affiliates or representatives) from performing its obligations under the Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc or (viii) the nonperformance by a third party for any similar cause beyond the reasonable control of WorldFirst (collectively, a “Force Majeure Event”), then WorldFirst shall not be held responsible for any loss or damage which may be incurred by you as a result of the Force Majeure Event, and WorldFirst will give notice to you as soon as reasonably practicable after being aware of the Force Majeure Event. In such circumstances, WorldFirst shall be entitled to a reasonable extension of the time for performing its obligations under this Agreement.
Any correspondence and/ or information in connection with and/or arising from the operation of the Service, notice or any amendment to this Agreement that is sent by us to you shall be considered to have been sent and received by you at the same time.
We may from time to time by notice to you, change any of these terms of this Agreement. Such changes will become effective and binding on you on the effective date specified by us and will apply to the use of your VCCA, WorldFirst Virtual Card and VCA. Your use of the Service after the effective date of any change will constitute your acceptance of such change. If you do not accept any proposed change, your VCCA, WorldFirst Virtual Card and VCA must be terminated in accordance with clause 10 prior to the effective date of the change.
18. Governing law and dispute resolution
18.1. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. You and WorldFirst agree to irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong. Notwithstanding the above, WorldFirst is entitled to seek interim relief, such as preliminary injunction, preservation of property or evidence, etc., in any court of competent jurisdiction.
19.1. Supplement. This Agreement serves as a supplement to the Terms and Conditions. Except for the matters stipulated in this Agreement, please refer to the Terms and Conditions for all other World Account related matters between you and WorldFirst including matters related to the VCCA and VCA which are not covered under this Agreement.
19.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
19.3. No Waiver of right. Any failure or delay by WorldFirst to exercise any of its rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
19.4. Assignment and Non-assignment. WorldFirst shall have the right to assign and transfer this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of its affiliates and to any successor in interest. WorldFirst may delegate any of WorldFirst’s rights and responsibilities under this Agreement to its affiliates, independent contractors or other third parties. Nonetheless, you may not assign or transfer, in whole or part, this Agreement to any person or entity.
19.5. Service provider. You understand and agree that WorldFirst may provide you the Service through our affiliates, banks and/or other financial institutes (“Service Provider”) and you understand that WorldFirst is not acting, or holding itself out, as an agent of any bank and/or financial institute in any capacity.
20. Third Party Rights
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Ordinance (Cap 623), to enforce any term of this Agreement save that where the obligations of the user under this Agreement are owed to WorldFirst’s affiliates, each of such affiliate may enforce the terms of this Agreement against the user.
This Agreement is in both English and Chinese. In the event of any inconsistency between the original English version and the Chinese version, the English version will prevail and will therefore be the binding version for us.