Terms & Conditions - OneGate

Card Terms & Conditions

Leadtone Asia Limited
Version 1.0 | August 2025

These Leadtone Asia limited Card Program Terms and Conditions (these "Agreement") represent an agreement between each Business Account Owner and Leadtone Asia limited that governs the Leadtone Card Program. Business Account Owner shall be responsible for notifying the Business Administrator and Authorised Users of their authority and obligations under these Agreement and for ensuring that the Business Administrator and each Authorised User complies with these Agreement. Each Authorised User must accept these Agreement to receive and use the Card.

Leadtone Asia Limited ("Leadtone") acts as the Card Program Owner of Reap Technologies limited, who is a principal member of Visa under the Visa Card Network. The Leadtone Card is a secured credit card provided to you by Leadtone through Reap Technologies Limited's Card-Issuing Platform and Services. Your credit limit is secured by and equal to funds you deposit.

1. Definitions

"Leadtone/we/us/our" means Leadtone Asia Limited, which acts as the Card Program Owner of Reap Technologies Limited and provides its own Technology Platform for issuing payment cards through Reap Technologies Limited's card-issuing platform and services.

"Account Funding Services" means services that enable funding or topping up of Card Accounts, which are provided by Third-Party Service Providers and made accessible through Leadtone's IT platform.

"AML/CTF" means anti-money laundering and counter-terrorist financing.

"Applicable Law" means any law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority.

"Authorised User" means any individual authorised by you to use the payment cards issued under this agreement and who may use Cards to make Transactions on your behalf.

"Business Account" means the records Leadtone maintains to account for the value for the amounts available for spending with your Cards.

"Business Account Owner" or "You" or "Your" means the entity that has qualified for and established a Business Account (see clause 3 – Opening Business Account).

"Business Administrator" means any designated person authorised by the Business Account Owner to administer the Business Account and associated Card(s) and/or act on Business Account Owner's behalf in connection with these Terms, including without limitation designating Authorised Users, and setting Card Account limitations (See Section 5.2 - Qualifying For and Establishing Business Account and Cards).

"Business Day" means any Monday through Friday, except for those that occur on a bank holiday in Hong Kong SAR China.

"Card" means a corporate credit card issued by Reap on behalf of Leadtone through which any Authorised Users may complete payment transactions. Card may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit account number.

"Card Account" means the records maintained by Leadtone for each Card associated with the Business Account.

"Card Issuing Services" means an API-based solution offered by Reap to Leadtone to launch, manage and issue any card-related programs and any fully functioning virtual and physical cards to Authorised Users.

"Card Network" means the payment card network operated by Visa inc.

"Card Network Rules" means the by-laws, rules, regulations, orders, requirements, and interpretations issued by the Card Network, and which are applicable to the acceptance of Card Transactions by Merchants worldwide.

"Card Transactions" means each transaction effected by using your Leadtone Card or PIN.

"Chargeback" means a dispute filed by Leadtone that is sent through the Card Network in accordance with the Card Network Rules relating to a Card Transaction.

"Disputed Charge" means a Charge that you report as erroneous or unauthorised.

"Event of Default" shall have the meaning as defined in in Clause 3.10 of this Agreement.

"Fees" means all applicable fees and charges imposed by Leadtone, the BIN Sponsor, the Card Network and/or otherwise in relation to the use of the Card Issuing Services, including the Leadtone Card.

"Insolvent" means, if you: (a) make a general arrangement or composition with or for the benefit of your creditors; (b) institute or have instituted against you any voluntary or involuntary proceeding seeking relief under any insolvency, bankruptcy or other law affecting creditors' rights; (c) are dissolved other than pursuant to a consolidation, amalgamation or merger; (d) are unable to pay your debts as they become due and/or admit in writing your inability to pay your debts as they become due; (e) seek or become subject to the appointment of an administrator, liquidator, receiver, trustee or other similar official; or (f) take any action in furtherance of or indicating your consent to any of the foregoing events.

"Instructions" means any written instructions (including information, communications, orders or messages) given by you or your Card Administrator, including communications through our systems, in each case in accordance with such testing and authentication procedures and subject to any limitations in scope of authority.

"KYC" means know-your-customer.

"Merchant" means a retailer, merchant or other supplier of goods and/or services, which accepts payment by means of a card, card number, PIN or card and signature.

"Personal Data" means data, whether true or not, about an individual who can be identified: (a) from that data, or (b) from that data and other information to which the organisation has or is likely to have access.

"PIN" means such code or number that is used by us for the purpose of identification when you access information, give any instruction or conduct any transaction using your Leadtone Card.

"Principal Owners" means, (a) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity; and (b) one individual with significant responsibility for managing the legal entity, such as an executive officer or senior manager, or any other individual who regularly performs similar functions.

"Program" means the card program through which Leadtone provides Card Issuing Services to you, utilising Reap's card issuing infrastructure.

"Program Rules" means Leadtone's Card Program Rules as amended from time to time.

"Proscribed Person" means a person who, in our determination: (a) is in breach of any AML/CTF requirements and/or sanctions of any jurisdiction; (b) appears on a list of persons with whom dealings are proscribed by the United Nations, OFAC, or another government agency or a regulatory authority under Applicable Law; or (c) acts on behalf of, or for the benefit of, any person described in paragraph (a) or (b) above.

"Reap" means Reap Technologies Limited, who is a principal member of Visa under Visa Card Network and provides Card-Issuing Services to Leadtone.

"Representative" means the individual authorised to act on behalf of you with authority to bind you contractually.

"Third Party Service Providers" means service providers other than Leadtone that provide services in connection with the Card Issuing Services, Reap, Card Network, Account Funding Services providers, payment processors, and other service providers.

"Total Spending Limit" means the maximum aggregate amount available for payments on your Business Account across all Cards and Card Accounts.

"Transaction" means a request initiated by you to make a payment with a Card for the purchase of goods or services.

"Transaction History" means the record of Transactions, and payments made on your Business Account.

2. Service Framework

2.1 Leadtone's Role as the Technology Platform Provider. Leadtone operates as Card Program Owner of Reap Account, providing customers with access to Card-Issuing Services and the Card Account funding services through its Technology Platform. Leadtone provides program management services and handles all inquiries from you and the Authorised Users regarding: (i) any usage of the payment cards that Leadtone have issued or managed, (ii) any lost, damaged, or stolen payment cards, and (iii) any other inquiries from any of the Authorized Users from time to time.

2.2 Reap's Card-Issuing Services. Reap provides Card-Issuing Services to Leadtone, including card production, transaction processing infrastructure, Card Account establishment and management, and connectivity to the Card Network. Reap is the actual issuer of your Leadtone Cards and operator of the underlying Card Accounts.

2.3 Account Funding and Top-up Services by Third Parties. Card Account funding and top-up services are provided by Third Party Service Providers, not by Leadtone. Leadtone's Technology Platform provides you with access to these Third-Party funding services, but Leadtone does not itself provide banking, payment processing, forex exchange or account funding services. You acknowledge that account funding services are subject to the terms and conditions of the relevant Third-Party Service Providers.

2.4 Service Limitations. The rights and obligations of Leadtone and each Third-Party Service Provider under these Terms are several and not joint. Leadtone shall not be liable for any act or omission by any Third-Party Service Provider, including Reap, the Card Network, account funding service providers, or other service providers involved in delivering the Card Issuing Services. Leadtone's role is limited to providing the Technology Platform that enables access to these services as the Card Program Owner of Reap Account.

2.5 Card Network Services. Transaction processing and settlement services are provided through the Card Network operated by Visa, subject to Card Network Rules.

3. Opening Business Account

3.1 Registration. By applying for and establishing a Business Account, you and the person creating your Business Account (your "Representative") represent and warrant that you are a validly existing commercial enterprise or a bona fide non-profit organization in good standing, and you agree that your Business Account and all Cards will be used for business and commercial purposes only. You must provide information identifying your company and the Principal Owners, and other information we require, when opening your Business Account, and you agree to keep this information current. You represent and warrant that you are not currently and will not become a Proscribed Person or subject to any sanctions or prohibited persons lists that would prevent us, Reap or our Third-Party Service Providers from providing Card Issuing Services to you.

3.2 Representative. You and your Representative individually affirm to Leadtone that (i) your Representative is authorised to provide the information described in this Section 3 on your behalf and to bind you to this Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management, or direction of your business.

3.3 Validation. At any time during the term of this Agreement, we may require additional information from you to verify your Principal Owners or control of the business, validate information you provided, verify you or your Representative's identity, and assess the risk associated with your business. Your failure to provide this information may result in suspension or termination of your Program Account.

3.4 Changes to Your Business. You agree to keep the information in your Business Account current and must promptly notify us of any material changes to your business, including changes in ownership, control, financial condition, or business activities.

4. Card Services and Card Account Funding

4.1 Service Provision. Leadtone provides Card Issuing Services to you through its Technology Platform, which facilitates access to Reap's card-issuing infrastructure and Third-Party Service Providers' Account Funding Services. Leadtone will establish a Business Account on your behalf, containing Card Account for each Card issued to you and Authorised Users.

4.2 Card Account Funding Access. Leadtone's Technology Platform provides you with access to Card Account Funding Services provided by Third-Party Service Providers. You acknowledge that these funding services are provided directly by third parties and are subject to their respective terms and conditions. Leadtone does not provide banking, currency exchange or payment processing services directly.

4.3 Business Administrator and Authorised Users Management. You must appoint a Business Administrator to administer your use of the Card Issuing Services through Leadtone's Technology Platform. You are responsible for ensuring that the Business Administrator and each Authorised User comply with the terms of this Agreement. You are solely responsible for any actions Business Administrator takes on your behalf.

4.4 Card Orders and Activation. The Business Administrator may request Cards through Leadtone Technology Platform. Leadtone will procure and deliver Cards based upon your requests. Cards must be activated prior to their use. All Cards remain the property of Reap and must be returned upon request.

4.5 Spending Limits. Leadtone will establish a Total Spending Limit for your Business Account. We may increase or decrease limits at our sole discretion. Reap may also impose technical limits on transaction processing.

4.6 Transaction Processing. When a Card is used for making a purchase, the merchant will submit a transaction authorisation, which Leadtone will evaluate, if you are authorised to conduct such transaction, then the transaction will be authorised. If you are not authorised to conduct such transaction, then the transaction will be declined.

5. Restricted Activities and Compliance

5.1 Restricted Businesses. You may not use the Services to facilitate illegal Transactions or for any activities Leadtone have identified as restricted business activities. You may not use the Services if you are a Proscribed Person or if any of your Authorised Users are Proscribed Persons.

5.2 Compliance with Law. You must engage in the Program in a lawful manner and comply with all Applicable Laws, including AML/CTF requirements.

5.3 Business and Commercial Use Only. Authorised Users may only use Cards for bona business purchases, Commercial purchases and for valid and lawful purposes. Authorised Users may not use Cards for personal, family or household purposes.

6. Payment Terms and Billing

6.1 Account Statements. Your Transaction History and Account Statements will be available to you through our Technology Platform. Save for manifest error, the transaction records shall be conclusive evidence of the accuracy and authenticity of the transactions.

6.2 Amounts Due. You must pay the total outstanding balance on your Business Account as specified in your payment terms, which will include any amounts due for Charges made with your Cards and any fees, penalties, finance charges, and other amounts incurred. You will pay us the Amounts Due, regardless of how they were incurred or who has incurred them. This Agreement will govern your liability to us for all transactions on the Card.

6.3 Dispute Resolution. If you believe a Charge was unauthorised or contains errors, you must report any Disputed Charge within 30 days after the Disputed Charge posted to your Program Account. We will work with Reap to investigate disputes in accordance with Card Network Rules.

7. Fees and Penalties

Fees for the Card Issuing Services are detailed in Leadtone's current fee schedule and may include fees charged by Leadtone, Reap, the Card Network and Third Parties. Leadtone may modify fees from time to time with reasonable notice. In addition to the fees, you are also responsible for any penalties imposed on you or Leadtone in relation to your Business Account or your Authorised Users' Card Accounts. Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement, and penalties for late or failed payments. All fees or penalties you owe are in addition to amounts owed for transactions on Cards and Card Accounts associated with your Business Account.

8. Default and Termination

8.1 Events of Default. We may determine that your Business Account is in default if: (a) you breach any provision of this Agreement; (b) you or your Business Administrator or your Authorised Users pose an unacceptable regulatory, reputational, or financial risk; or (c) you become Insolvent or experience financial distress.

8.2 Leadtone's Rights Upon Default. Upon default, we may take actions including decreasing limits, suspending cards, terminating the Business Account, and declaring all amounts immediately due.

8.3 Account Closure. We may close your Business Account at any time in our sole discretion. You may close your Business Account by providing fifteen-day notice and paying all amounts owed to us.

9. Data Protection and Privacy

You agree that we may collect, use, and share information necessary for providing Card Issuing Services, including sharing with Third-Party Service Providers such as Reap and Card Network for transaction processing, compliance, and fraud prevention purposes.

10. Limitation of Liability and Third-Party Services

10.1 Leadtone's Liability Limitations. Leadtone's liability is limited to direct damages and shall not exceed fees paid to Leadtone in the preceding month. Leadtone is not liable for indirect, consequential, or punitive damages.

10.2 Third-Party Service Provider Limitations. Leadtone is not responsible for any acts, omissions, or failures of Third-Party Service Providers, including Reap, Card Network, Account Funding Services providers, or other service providers. You acknowledge that the Card Issuing Services and Account Funding Services depend on Third-Party Service Providers and Leadtone cannot guarantee their availability or performance.

10.3 Technology Platform Service Limitations. Leadtone provide a Technology Platform that facilitates access to Third-Party services but do not itself provide banking, card issuing, or payment processing services. Leadtone's obligations are limited to maintaining the Technology Platform and facilitating access to Third-Party Service Providers.

10.4 Service Dependencies. You acknowledge that the services available through Leadtone's Technology Platform are dependent on Reap's infrastructure, Card Network connectivity, Account Funding Services providers, and other Third-Party Service Providers, and Leadtone's ability to provide Technology Platform access may be affected by the performance or availability of such providers.

11. Indemnification

You will indemnify and hold harmless Leadtone and Reap from any losses, claims, or liabilities arising from: (a) your breach of this Agreement; (b) violation of laws or regulations; (c) actions of Business Administrator and Authorised Users; or (d) your use of the Card Issuing Services.

12. General Provisions

12.1 Entire Agreement. This Agreement, together with Leadtone's Card Program Rules and Related Documents, constitutes the complete understanding regarding the Card Issuing Services.

12.2 Assignment. Leadtone may assign this Agreement. You may not assign without Leadtone's written consent.

12.3 Governing Law. This Agreement is governed by the laws of Hong Kong SAR China.

The Parties commit themselves to negotiate in good faith to seek amicable solutions to any disputes, controversies or differences arising out of or in connection with any terms of this Agreement including any question regarding its exercise, validity or termination. If amicable solution cannot be reached within thirty (30) days from the date that the dispute, controversy or difference is notified by the aggrieved Party to the other Party, the Parties agree that any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3), with Reap appointing one of the arbitrators and you appointing the other arbitrator. The two selected arbitrators will together decide the third arbitrator. The arbitration proceedings shall be conducted in English language. Any awards or decisions rendered therein shall be final and binding upon the Parties.

12.4 Amendment. Leadtone may modify these terms with reasonable notice.

12.5 Severability. If any provision is invalid, the remainder of the Agreement remains enforceable.

12.6 Survival. Provisions that by their nature should survive termination will continue after termination.

13. Important Contact Information

13.1 Contact Information for Customer Service. The Business Account Owner, the Business Administrator and Authorised Users may contact us online at the Website or by writing us at

13.2 Effective Date. This Agreement is effective August 2025.

This Card is issued by Reap Technologies limited pursuant to a license from Visa Hong Kong and may not be used at all merchants that accept Visa cards.