Leadtone Asia Limited · Version 2.0 I May 2026
Applicable to OneGate Cards (corporate) and Leadtone Cards (retail) issued by Reap Technologies Limited
1. INTRODUCTION
1.1. These Cardholder Terms and Conditions ("Terms") govern your use of and access to the Services and the Card (as respectively defined below). The Services are provided to you by Leadtone Asia Limited ("Leadtone"). The Card is issued by Reap Technologies Limited ("Issuer"), a principal member of the Card Network. Leadtone acts as a program manager and service provider in connection with the Services and the Card. These Terms apply to two card programmes operated by Leadtone: (a) the OneGate Card programme: corporate credit cards issued under the OneGate trademark for use by Authorised Users of an Organisation; and (b) the Leadtone Card programme: retail credit cards issued under the Leadtone trademark for use by individual cardholders. Where a provision applies only to one programme it is expressly identified as applying to the OneGate Card or the Leadtone Card; otherwise, references to "Card", "Card Transaction", "Card Data" and similar terms apply to both programmes.
1.2. By using or accessing the Services and/or the Card, or by completing the sign-up process, you are entering into a binding agreement with Leadtone and the Issuer, and shall be deemed to have read, understood and agreed to be bound by these Terms. Please take the time to read and understand these Terms before using the Services so that you are aware of your legal rights and obligations.
2. DEFINITIONS
In these Terms:
"Affiliates" means an entity that directly or indirectly controls, is controlled by, or is under common control with Leadtone.
"AML/CTF" means anti-money laundering and counter-terrorist financing.
"Applicable Laws" means, in any jurisdiction in which the Services are performed, any and all applicable laws, regulations, statutes, statutory instruments, acts, orders, directives or administrative requirements in force from time to time issued by any applicable governmental agencies, regulatory authority, self-regulatory bodies, trade associations or industry bodies.
"ATM" means automated teller machines.
"Authorised User" means an individual nominated by an Organisation and approved by Leadtone to be issued an OneGate Card and to use the Services on behalf of that Organisation.
"Card" means a credit card issued by the Issuer on behalf of Leadtone, being either an OneGate Card or a Leadtone Card, in physical form or as a virtual card represented by a 16-digit account number, through which you (or, in the case of an OneGate Card, any Authorised User) may complete payment transactions. References to the Card include all Card Data, Security Details and PINs.
"Card Data" means the primary account number (PAN), expiration date and security code of a Card.
"Card Limits" has the meaning given in Clause 4.2.
"Card Network" means the Visa payment network.
"Card Network Rules" means the bylaws, rules, regulations and guidelines issued and as amended from time to time by the Card Network.
"Card Programme" means, as the context requires, the OneGate Card programme, the Leadtone Card programme, or both.
"Cardholder" means (a) in respect of a Leadtone Card, the individual to whom the Leadtone Card is issued; and (b) in respect of an OneGate Card, the Authorised User to whom the OneGate Card is issued.
"Card Services" means the card issuance, card account management, payment processing, and related services facilitated via the Platform.
"Card Transactions" means any transactions effected using your Card.
"Chargeback" means a dispute filed by the Issuer that is sent through the Card Network in accordance with the relevant Card Network Rules relating to a Card Transaction.
"Leadtone" or "we/us/our" means Leadtone Asia Limited, together with its Affiliates involved in providing the Platform and/or the Services pursuant to these Terms.
"Dashboard" means the interactive web-based user interface forming part of the Platform through which you may access, view, and manage the Services.
"Dispute" means any dispute or controversy arising out of, relating to or in connection with the Terms, including any question regarding its exercise, validity, interpretation, performance, breach or termination, and any non-contractual disputes or claims.
"Enabled Device" means the mobile communications or other device successfully registered by you for use in connection with the App and the Services.
"Fees" means all applicable fees imposed by Leadtone, the Issuer and/or the Card Network in relation to the use of the Services, the Card and Spending Balance.
"Force Majeure Event" means an event beyond Leadtone's and/or the Issuer's reasonable control that could not have been prevented or mitigated by reasonable precautions, contingency planning, or commercially viable alternatives, including but not limited to war, terrorism, civil unrest, governmental restrictions, natural disasters, epidemics, pandemics, internet or system failures, security breaches, cyberattacks, and power or communication disruptions.
"HKIAC" means the Hong Kong International Arbitration Centre.
"Funding Services" means the suite of services made available through the Platform by which you may transfer Acceptable VAs to your Spending Balance.
"Instructions" means all information, instructions, communications, orders or messages (including those relating to payments, transfers or other transactions), whether automated or not, referable to you.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights law, and all similar or equivalent rights or forms of protection, in any part of the world, for their full term together with any renewals or extensions.
"Issuer" means Reap Technologies Limited, a company incorporated in Hong Kong.
"KYC" means know-your-customer.
"Liability" means any liability that arises, howsoever caused, whether as a result of a breach of contract, tort, negligence, breach of statutory duty or otherwise.
"Leadtone Card" means a retail credit card issued by the Issuer under the Leadtone trademark, through which you may complete payment transactions. The Leadtone Card may be a physical card or a virtual card represented by a 16-digit account number.
"Losses" means any losses, liabilities, claims, suits, demands, damages, judgments, expenses (including reasonable attorneys' fees and collection costs), orders of restitution, and penalties, including civil monetary penalties and Card Network fines and penalties.
"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.
"OneGate Card" means a corporate credit card issued by the Issuer under the OneGate trademark, through which any Authorised Users may complete payment transactions. The OneGate Card may be a physical card or a virtual card represented by a 16-digit account number.
"Organisation" means the company or entity that has signed an OneGate Card programme agreement with Leadtone and which has authorised you, as an Authorised User, to use an OneGate Card. Applicable only to the OneGate Card programme.
"Personal Data" means any information relating directly or indirectly to a living individual from which it is practicable for the identity of the individual to be directly or indirectly ascertained, that is collected, transmitted to or accessible through the Services.
"Personnel" means Leadtone's employees, directors, officers, agents, contractors and/or representatives.
"Platform" means all hardware, software, network infrastructure, databases, user interfaces (including the Dashboard), APIs, web-based and mobile applications, and other technology owned or licensed by Leadtone and used to provide and make available the Services.
"PIN" means the code or number used for identification when you access information, give any Instruction or conduct any Card Transaction using your Card, or when you access any other Services.
"Regulatory Authority" means any governmental, regulatory, or supervisory authority, law enforcement agency, court, agency, commission, board, tribunal, crown corporation, stock exchange, or central bank with jurisdiction over the Services, Leadtone, the Issuer, or any Third-Party Provider.
"Restricted Jurisdictions" means the countries or jurisdictions designated by Leadtone and/or the Issuer as restricted from accessing or using the Services and/or prohibited for the issuance or shipment of a Card, or where entry into these Terms is unlawful, restricted, or requires licensing, registration or approval of any kind.
"Restricted Person" means a person who is: (a) listed on any Sanctions list; (b) located in or a resident of a country that is the target of country-wide Sanctions; or (c) otherwise a target of Sanctions.
"Sanctions" means any Applicable Laws imposing sanctions, restrictions or prohibitions on financial transactions or other business dealings administered or enforced by the U.S. Government (including OFAC, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, and all other relevant Hong Kong, Singapore or international sanctions authorities, including any executive orders issued in relation to the imposition of sanctions.
"Services" means the Platform and all related features, services, content and applications which Leadtone and/or its Affiliates may make available to you from time to time, including customer onboarding and management and facilitation of access to the Card Services and to the Funding Services.
"Spending Balance" means the balance available to you to settle your Card Transactions, including fiat and Virtual Assets, and the repository in which such balance is held.
"Stablecoin" means a type of cryptocurrency that is intended to maintain a stable value relative to a specified fiat currency by being fully or predominantly backed by reserves of that currency or other high quality liquid assets.
"Taxes" means any taxes, duties or fees incurred, required to be collected, paid or withheld by Leadtone and/or the Issuer for any reason in connection with your use of the Services under any Applicable Law.
"Third-Party Provider" means any third-party service provider, supplier, licensor, subcontractor or partner that Leadtone engages to assist in the provision of the Services.
"Trademark" means each of the OneGate and Leadtone trademarks under which the Cards are issued, and any other trademark that Leadtone and/or the Issuer may use for a Card Programme from time to time.
"Transaction History" means the transaction history and details of the Spending Balance and the Card.
"You/your" means (a) in respect of a Leadtone Card, the individual to whom that Card is issued; and (b) in respect of an OneGate Card, the Authorised User to whom that Card is issued.
"Virtual Assets / VA" means any Stablecoins that are: (a) accepted by the Third Party Service Providers as a medium of exchange, payment for goods or services, or discharge of a debt; and (b) that can be transferred, stored, or traded electronically, as notified by Leadtone or the relevant Third Party Service Provider from time to time. Virtual Assets do not include digital representations of fiat currencies issued by a central bank.
3. THE SERVICES
3.1. Leadtone provides you with access to the Platform and, through it, manages onboarding and queries, facilitates access to the Card Services and the Funding Services. Certain components, including card issuance, card account management, VA custody, and VA conversion, are performed by or through Third Party Service Providers pursuant to separate arrangements between Leadtone and those providers.
3.2. Leadtone does not provide financial, investment, legal, or any professional advice. Nothing on the Platform shall be construed as either financial or investment advice, and payment services. Leadtone does not hold, custody, or control any funds, Virtual Assets, wallets, or collateral. Leadtone's role is limited to: (i) providing access to the Platform; (ii) facilitating your access to the Card Services and Spending Balance Funding Services; (iii) onboarding, KYC/AML, and customer communications; and (iv) billing you for the Fees. Decisions to use Virtual Assets are made solely at your own risk.
4. ONBOARDING AND ELIGIBILITY
4.1. By signing up for the Services and/or the OneGate Card, you represent and warrant on an ongoing basis that:
(a) you are at least eighteen (18) years of age, or the minimum age required under Applicable Laws in your jurisdiction to have the necessary legal capacity to accept these Terms;
(b) you have the full right, power and authority to agree to these Terms;
(c) you are the authorised user of the Enabled Device;
(d) you have read, understood and agreed to our Privacy Policy, available via the Platform;
(e) you are not a resident or tax resident of, and do not otherwise have any relevant connection with, any Restricted Jurisdiction;
(f) you are not a Restricted Person and are not acting on behalf of any Restricted Person;
(g) you do not currently hold another Card of the same type (OneGate or Leadtone, as applicable) under any name or alias, save where expressly permitted by Leadtone;
(h) you are not impersonating any other person, operating under an alias or otherwise concealing your identity;
(i) you will not use the Services and/or the Card if any Applicable Laws in your country prohibit you from doing so;
(j) you will comply with these Terms, all Applicable Laws and the Card Network Rules, and will not engage in any activities deemed inappropriate by us or which are in contravention of any Applicable Laws;
(k) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, including money laundering, terrorism financing or fraudulent activities, or in any manner that interferes with the normal operation of the Services;
(l) you fully understand and accept the risks associated with using the Services;
(m) if you are an Authorised User of an OneGate Card, you will use that Card solely for bona fide business expenditure authorised by your Organisation, and you will not use the OneGate Card for any personal, family or household purpose;
(n) if you are a user of a Leadtone Card, you are a Hong Kong resident domiciled in Hong Kong;
(o) you will not use the Services to: (i) conduct electronic spamming; (ii) upload content containing viruses, malicious codes, or immoral or illegal content; (iii) infringe the intellectual property rights of Leadtone, its Affiliates, the Issuer or any third party; or (iv) damage, disable, impair or compromise the Platform or the provision of the Services, or interfere with other users or affect the reputation of Leadtone, its Affiliates or the Issuer; and
(p) you will not modify, disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the Services, the Platform, any related systems or any component thereof.
(q) you will not attempt to access any non-public systems, data, or services of Leadtone without authorisation;
(r) you will not use the Services, the Card or any Card Data to operate or facilitate any independent card program, payment service or similar financial product for third parties.
4.2. You agree to provide all information and/or documents requested by Leadtone and/or the Issuer (including those required for compliance with Applicable Laws) from time to time.
4.3. You agree to cooperate with all requests made by Leadtone, the Issuer and/or any of their respective Third-Party Providers in connection with your Card and your use of the Services, including to identify or authenticate your identity or validate your funding sources or transactions.
4.4. Leadtone is entitled, in its sole discretion, to refuse your application for, or to suspend, terminate or limit your use of, the Services, and/or to change the eligibility criteria for registration at any time.
4.5. Leadtone and/or the Issuer may confidentially verify any information you provide, or may obtain information about you through Third-Party Providers from secure databases. By agreeing to these Terms, you consent to such verifications being carried out.
4.6. You must ensure that all information provided to Leadtone, the Issuer and/or any of their Third-Party Providers is accurate and kept up to date. Failure to maintain accurate information or to complete any verification step may result in your inability to use the Services.
5. THE CARD
5.1. As a registered user of the Platform, you (or, in the case of an OneGate Card, your Organisation on your behalf) may request, through Leadtone, the issuance of a Card. The type of Card issued (OneGate or Leadtone) will be determined by your eligibility and the programme under which you are onboarded. A Card will be issued to you upon approval by Leadtone and the Issuer. Activation of the Card must be completed through the Platform. Both Leadtone and the Issuer reserve the right to decline any request for the issuance of a Card, or to revoke at any time any Card already issued, for whatever reason.
5.2. The utilisation of the Card, the maximum value of any single Card Transaction, and the daily and monthly maximum aggregate values of Card Transactions, will be subject to limits set by Leadtone and/or the Issuer (collectively, "Card Limits"). Applicable Card Limits will be set out on the Platform. Leadtone may, in its sole discretion, apply different Card Limits to you and may increase or reduce any applicable Card Limit from time to time without notice. Card Transactions in excess of any applicable Card Limit or your Spending Balance will be declined.
5.3. You acknowledge that each physical Card is and remains at all times the property of the Issuer and you shall:
(a) exercise all due care and diligence in the custody, care and use of the Card;
(b) not tamper with, or allow anyone to tamper with, the Card;
(c) not permit the Card to be used in any unauthorised manner, including sharing it with another person;
(d) not intentionally deface or damage the Card; and
(e) not affix anything onto, or otherwise alter, remove or replace any notice, logo or design on, the Card.
5.4. Unless earlier terminated or cancelled, each Card shall be valid for the period determined by the Issuer and indicated on the Card.
5.5. You are responsible for all Card Transactions incurred on your Card. You shall not use your Card in relation to any transaction or activity which is illegal or prohibited under Applicable Laws in the jurisdiction where such transaction or activity is effected or in your country of residence. You shall be liable for all Card Transactions that you authorise or that arise from your failure to comply with your obligations under Clause 9 (Card Data and Security). You must not use your Card to make Transactions involving or for the benefit of any Restricted Person, or in connection with any sanctioned country, region, or activity.
6. CARD USAGE
6.1. The Card is intended to function as a credit card, and usage shall be dependent on your Spending Balance and the Card Limits set by Leadtone and/or the Issuer.
6.2. The Card is only accepted by Merchants participating in the Card Network. Card Transactions are subject to authorisation by the Issuer and/or its designated processing partners. Leadtone and/or the Issuer will not authorise any Card Transaction for an amount exceeding your Spending Balance or any other applicable Card Limit.
6.3. You can use the Card to purchase goods and/or services from a Merchant either online or at a point of sale terminal. This may involve entering Card Data (card number, expiry date and CVC number) or your PIN. If your Card is an OneGate Card, you may only use it for legitimate business and commercial purposes. If your Card is a Leadtone Card, you may use it for personal use in accordance with these Terms and Applicable Laws.
6.4. The Card must not be used for any unlawful purpose, including the purchase of goods or services prohibited by Applicable Laws or the Card Network Rules in the jurisdiction where such transaction or activity is effected or in your country of residence. You shall be responsible for all Card Transactions incurred on your Card. Your liability for Card Transactions is set out in Clause 5.5.
6.5. The Issuer and/or Leadtone may designate certain merchant category codes as restricted or prohibited from time to time. The Issuer reserves the right to decline any Card Transaction involving a restricted merchant category without prior notice to you.
6.6. ATM Withdrawals.
(a) You can use your Card to withdraw cash from ATMs which accept the Card on the Card Network. Any such withdrawals are subject to the Card Limits and will not be authorised where Card Limits would be exceeded.
(b) ATM withdrawals will be subject to Fees as may be prescribed by Leadtone from time to time. ATM providers may also charge their own withdrawal fees, for which Leadtone has no control or liability.
(c) Neither Leadtone nor the Issuer shall be liable for any Losses incurred as a result of, or in connection with, any ATM withdrawal or any related currency conversion.
6.7. Leadtone reserves the right, without notice or liability, to: (a) update, change, remove, cancel, suspend or discontinue any aspect of the Services; (b) cease to support any funding asset type; or (c) decline, suspend, cancel, reverse, void or partially execute any Card Transaction. The Issuer may refuse to authorise or process any Card Transaction at its sole discretion, including for risk management, fraud prevention, compliance with Applicable Laws or Card Network Rules, or system or operational reasons.
7. SPENDING BALANCE AND SETTLEMENT
7.1. Your Spending Balance reflects the funds or assets available to settle your Card Transactions. Details of how your Spending Balance is funded, maintained and applied are set out in the terms provided via the Platform. Such additional terms shall form part of these Terms.
7.2. When a Card Transaction is made, you authorise Leadtone to deduct the relevant amount from your Spending Balance to settle the transaction (including the monetary value of the Card Transaction, any applicable Fees and any applicable buffer) and, where required, to convert such amount into the relevant fiat currency for settlement of the Card Transaction by the Issuer on the Card Network.
7.3. Currency Conversion. Where a Card Transaction is conducted in a currency other than your billing currency, the transaction amount will be converted using the exchange rate applied by the Card Network on the processing date. Leadtone and/or the Issuer may apply an additional currency conversion margin. An international transaction fee may also be charged, as set out on the Platform.
7.4. Leadtone expressly reserves the right to manage the balance or assets available in your account for the purposes of the final settlement of Card Transactions, which may include freezing amounts, converting them into relevant fiat currency, or imposing limits on the amounts that can be used, to ensure compliance with these Terms and to facilitate settlement by the Issuer on the Card Network.
7.5. You accept sole responsibility for any consequences arising from the deduction or conversion of your balance by Leadtone, and acknowledge that neither Leadtone nor the Issuer will be responsible for any Losses incurred as a result.
8. FEES AND TAXES
8.1. Your use of the Services and the Card may be subject to certain Fees, which will, if applicable, be debited from your Spending Balance or deducted at the settlement of your Card Transactions. Should your Spending Balance be insufficient, you undertake to fund your account immediately upon request, failing which Leadtone reserves the right to suspend your use of the Services until all outstanding amounts are settled.
8.2. The list of applicable Fees is set out on the Platform. Leadtone may update Fees in its sole discretion from time to time. All Fees paid are irrevocable and non-refundable.
8.3. All applicable Fees are exclusive of any applicable Taxes, and the actual Fee charged will be increased to account for any such Taxes.
8.4. You are solely responsible for determining, assessing, reporting and remitting all applicable Taxes imposed by any tax authority in connection with your use of the Services and/or the Card. Neither Leadtone nor the Issuer shall be responsible for determining whether any Taxes apply, or for calculating, reporting or remitting any such Taxes on your behalf.
9. CARD DATA AND SECURITY
9.1. You shall keep the Card Data of your Card strictly confidential and not share the Card Data with any persons other than as necessary to conduct a transaction. When sharing Card Data with Merchants, you will take all precautions to ensure the security and continued confidentiality of the Card Data. For the avoidance of doubt, providing Card Data in clear text over fax, email or other unencrypted or otherwise unprotected media is not considered to be secure. Neither us, the Issuer, nor their respective Affiliates, shall under any circumstances be liable to you for unauthorised transactions caused by your failure to keep the Card Data or PIN secure.
9.2. You shall promptly notify us through the Platform without undue delay upon discovering: (a) any inappropriate or unauthorised disclosure of and/or use of your PIN and/or any of the Card Data; (b) any inappropriate or unauthorised access to and/or use of any of the Services effected using your PIN and/or any of your Card Data; and/or (c) that your physical Card is lost or stolen, and you shall promptly take such steps as may be specified by us in relation to the foregoing matters (including to change your PIN).
9.3. You acknowledge and agree that you shall be solely responsible and liable for any access to and use of the Services and the Card through your Enabled Device, even if such access was effected without your knowledge, authority or consent. Neither Leadtone nor the Issuer shall be liable for any loss or damage resulting from such use.
9.4. Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss/theft or unauthorised access/use by contacting us via the Platform. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the password on your Enabled Device.
10. DISPUTES AND CHARGEBACKS
10.1. If you believe that a Card Transaction is unauthorised or incorrect, you have the right to dispute it. To do so, you shall contact us via the Platform without undue delay, and in any event no later than 30 days after the transaction date, in respect of any dispute regarding the validity of a Card Transaction or any Chargeback request. We will assist you in the resolution of the dispute or will direct your request to the Issuer and/or the Card Network for processing, in accordance with the Card Network Rules.
10.2. You will be required to comply with the Card Network Rules in relation to any dispute or Chargeback request, including furnishing a written explanation and/or a copy of the related sales transaction receipt and any other information and supporting documents as Leadtone, the Issuer and/or the Card Network may require.
10.3. Leadtone and the Issuer each reserves the right to investigate any disputed transaction. You agree to provide full assistance and cooperate with any such investigation or any investigation by a competent authority, including providing additional information and/or documentation as requested.
10.4. If evidence reasonably concludes that any disputed transaction resulted from your wilful default, fraud or gross negligence, or is otherwise in compliance with these Terms, you authorise Leadtone to deduct the amount of the disputed transaction and any associated charges from your Spending Balance.
10.5. Any Fees imposed by Leadtone, the Issuer and/or the Card Network for the processing of a dispute or Chargeback may be deducted from your Spending Balance and shall not be refundable.
10.6. You agree and accept that: (a) Leadtone, the Issuer and/or the Card Network may, but are not obliged to, assist with or process your dispute or Chargeback request; and (b) the decisions of Leadtone, the Issuer and/or the Card Network on all matters relating to disputes or Chargebacks are final, conclusive and binding on you, subject to any applicable Card Network Rules. Nothing in this Clause 9 limits any rights available to you under the Card Network Rules or mandatory provisions of Applicable Laws.
11. ELECTRONIC COMMUNICATIONS
11.1. You shall accept full responsibility for the security and authenticity of all Instructions sent via the Platform, and shall be bound by all such Instructions. Leadtone shall be entitled to assume that all Instructions received from your Enabled Device via the Platform are yours and shall be under no obligation to verify that such Instructions are in fact yours.
11.2. You are aware that Instructions and information transmitted via the Platform are generally transmitted over the internet and may be routed via public installations which are not specifically protected. Leadtone cannot guarantee that Instructions and information so transmitted will be completely protected against unauthorised access, and you accept these associated risks.
11.3. Any Instructions sent by you to Leadtone shall only be deemed received when Leadtone has successfully retrieved such Instructions and informed you of such receipt. Instructions sent to third parties (including Merchants) shall be deemed received in accordance with those third parties' own terms and conditions.
11.4. You shall be liable for any damage caused through your use of the internet in connection with the Services, including loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.
11.5. You acknowledge and agree that in the event of any dispute arising in connection with your use of the Services, the records of Leadtone and/or the Issuer (including electronic, computer and microfilm stored records) of all matters relating to your use of the Services and the Card (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes. You agree to the admissibility of such records without further requirement of proof of authenticity or accuracy in a court of law under Applicable Laws.
12. SUSPENSION AND TERMINATION
12.1. The Issuer or Leadtone (as the case may be) may at any time, without notice and in their sole and absolute discretion, terminate, suspend or limit your use or the functionality of the Services (including refusing to process Card Transactions or reversing Card Transactions you have effected), including where:
(a) you are in breach of these Terms or any other applicable terms;
(b) in respect of an OneGate Card only: (i) your Organisation's account is suspended or terminated for any reason; (ii) the agreement between your Organisation and Leadtone terminates or expires; or (iii) your Organisation notifies us that you are no longer an Authorised User;
(c) in respect of a Leadtone Card only, you are not a Hong Kong resident domiciled in Hong Kong;
(d) required for compliance with Applicable Laws or Card Network Rules or required by a Regulatory Authority;
(e) Leadtone and/or the Issuer suspects that a Card Transaction is potentially connected to any unlawful activities, including money laundering, terrorism financing or fraudulent activities;
(f) warranted by Leadtone's or the Issuer's internal risk monitoring policies;
(g) you become insolvent or any of your assets are subject to insolvency proceedings;
(h) there is reasonable suspicion that you have acted fraudulently or dishonestly;
(i) you breach any Applicable Laws;
(j) any of your funds or assets are subject to enforcement of a judgment or are expropriated or compulsorily acquired;
(k) you are convicted of a tax or other crime in any jurisdiction; or
(l) anything occurs which, in Leadtone's or the Issuer's reasonable opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms.
12.2. Your obligations under these Terms will continue following termination. Leadtone shall remain entitled to debit your Spending Balance for any amounts and charges incurred in or related to Card Transactions carried out before or after termination. You shall remain liable to Leadtone and/or the Issuer for such amounts until paid in full.
12.3. You shall not be entitled to any payment, compensation or damages from Leadtone in relation to any suspension or termination of the Services, the Card and/or your Spending Balance for any reason. Any suspension or termination of your use of the Services, the Card and/or the Spending Balance for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension or termination, has already accrued.
12.4. The rights of suspension and termination of Leadtone and the Issuer are without prejudice to any other rights or remedies available to them under these Terms, at law, in equity or otherwise.
12.5. You may request the termination of your Card and Spending Balance at any time ("User Termination") by submitting a request via the Platform. Leadtone may request identification documents and other details to process such request in compliance with Applicable Laws. Upon termination of your Card and/or Spending Balance, any remaining balance must be withdrawn within a prescribed timeframe and procedures as notified to you. Failure to withdraw within the prescribed timeframe may result in remaining funds being forfeited.
12.6. Leadtone and/or the Issuer may, subject to Applicable Laws, delay, deny or reduce the amount eligible for withdrawal to account for the settlement of any outstanding Card Transactions, Chargebacks or Fees.
12.7. Where your Card and/or Spending Balance is terminated pursuant to Clause 12.1, Leadtone reserves the right, in its sole and absolute discretion, to restrict, refuse or permanently withhold any remaining funds or assets if it reasonably suspects that such assets are derived from or connected to any unlawful, illegal or fraudulent activities, or where required to comply with Applicable Laws.
13. INTELLECTUAL PROPERTY
You acknowledge and agree that: (a) Leadtone's, its Affiliates', the Issuer's or third party licensors' trademarks and logos, and any other logos, service marks, product names and other proprietary indicia used in the Platform are the property of Leadtone, its Affiliates, the Issuer or third party licensors (collectively, "Marks"); (b) the Intellectual Property Rights in and to the Services are either owned by us or licensed to us by third party licensors; (c) other than the licence expressly granted by you in these Terms, no other rights are granted to you in respect of either the Marks, the Platform or the Services; (d) no part or parts of the Platform may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.
The OneGate and Leadtone trademarks, names, logos and any associated marks displayed on or in connection with a Card or the Platform (the "Trademarks") are owned by Leadtone or its Affiliates and are licensed to the Issuer for use solely in connection with the issuance of Cards under these Terms. Nothing in these Terms grants you any right, title or interest in or to the Trademarks. You shall not use, reproduce or display the Trademarks except as expressly required to use the Card in accordance with these Terms.
14. DATA PROTECTION
14.1. By using the Services, you confirm that you have read and understood our Privacy Policy and consent to us collecting, using, disclosing and sharing amongst ourselves your Personal Data and disclosing such Personal Data to the Issuer, our Third-Party Providers and other relevant third parties for purposes reasonably required by us to facilitate and administer your use of the Services. These purposes are set out in greater detail in our Privacy Policy which is incorporated into these Terms. To the extent that your Personal Data is shared with the Issuer, you agree that the Issuer can use your Personal Data in accordance with its privacy policy, which is accessible at: https://reap.global/hk/resources/info/privacy-policy.
14.2. Your Personal Data and transaction data may be shared with the Issuer and the Card Network for transaction processing, fraud prevention, dispute resolution, and compliance with Card Network Rules.
15. LIMITATION OF LIABILITY
15.1. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE ISSUER, WE AND OUR AFFILIATES DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THESE TERMS. THE ISSUER'S, OUR AND OUR AFFILIATES' LIABILITY IN RESPECT OF REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED IS LIMITED, AT ITS OPTION, TO ANY ONE OF RE-SUPPLYING, REPLACING OR REPAIRING, OR PAYING THE COST OF THE RE-SUPPLYING, REPLACEMENT OR REPAIRING, OR PAYING THE COST OF SUPPLYING AGAIN THE SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED.
15.2. NOTWITHSTANDING ANYTHING IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE ISSUER, WE, OUR AFFILIATES OR ANY OF THEIR RESPECTIVE PERSONNEL BE LIABLE TO YOU: (a) FOR ANY LOSSES OR DAMAGE OR CLAIMS (I) DUE TO A FORCE MAJEURE EVENT AND THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED; (II) ARISING FROM OR IN CONNECTION WITH: (A) ANY DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE PLATFORM OR SERVICES; (B) ANY REJECTION OF THE CARD; (C) ANY REFUSAL TO PROCESS OR AUTHORISE ANY CARD TRANSACTION FOR ANY REASON; (D) YOUR INABILITY TO EFFECT OR COMPLETE ANY CARD TRANSACTION DUE TO SYSTEM MAINTENANCE OR BREAKDOWN / NON-AVAILABILITY OF THE PLATFORM, NETWORK, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES; (E) USE OF YOUR ENABLED DEVICE AND THE SERVICES BY THIRD PARTIES, WHETHER AUTHORIZED OR UNAUTHORIZED BY YOU; (F) ANY THEFT OR LOSS OF YOUR ENABLED DEVICE; (III) CAUSED BY US, OUR AFFILIATES OR THE ISSUER DUE TO COMPLIANCE WITH APPLICABLE LAWS, COURT ORDERS, AND/OR CARD NETWORK RULES; AND (b) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER WE OR THE ISSUER OR THEIR RESPECTIVE PERSONNEL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.3. In any case, the total aggregate liability of Leadtone, our Affiliates and the Issuer arising out of or in connection with the provision of any Service under these Terms shall be limited to the aggregate Fees actually paid by you to Leadtone during the three (3) months immediately preceding the event giving rise to the Liability.
15.4. Leadtone does not guarantee the performance of any Third Party Service Provider. Neither we nor the Issuer shall be liable for any act, omission, failure, error, regulatory action or insolvency of any Third-Party Providers. Liability in such cases shall be limited to using reasonable care in the selection, appointment and instruction of such Third-Party Providers.
15.5. Nothing in these Terms shall limit or exclude any liability for fraud or for death or personal injury resulting from negligence.
16. INDEMNIFICATION
You agree to defend, indemnify and hold harmless the Issuer, Leadtone, their Affiliates, Third-Party Providers and their respective Personnel from and against all Losses incurred or suffered in connection with or arising from: (i) your breach of these Terms; (ii) your use of the Platform, the Card and/or the Services; (iii) your violation of Applicable Laws or any actual or alleged violation of rights of any third party; and (iv) any transactions resulting from your wilful default, fraud, gross negligence or breach of these Terms.
17. GENERAL
17.1. Feedback and Complaints. If you have any feedback, questions or complaints, please contact us through the Platform.
17.2. Notices. All notices or communications under these Terms shall be in writing in English and, if given to Leadtone, delivered as designated via the Platform, and if given to you, delivered by email to the address provided by you or by posting on the Platform. There may be additional or separate terms imposed from time to time by us and the Issuer that apply to your use of the Card. You should regularly check the Platform to inform yourself of any such changes.
17.3. Amendment. Leadtone and/or the Issuer may amend or update these Terms at any time. Notice of amendments will be provided by posting the updated Terms on the Platform or by other means reasonably determined by Leadtone. Updated Terms take effect immediately upon posting. By continuing to use the Platform, Services and/or the Card after any changes take effect, you accept the updated Terms. If you do not accept any changes, you must stop using the Services immediately.
17.4. Third-Party Rights. Other than the Issuer, Leadtone and its Affiliates, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any provision of these Terms.
17.5. Entire Agreement. These Terms constitute the entire agreement and understanding between you, on the one hand, and Leadtone, its Affiliates and the Issuer, on the other, with regard to the subject matter, and supersede all prior and contemporaneous agreements, proposals and representations.
17.6. Assignment. These Terms are personal to you and may not be transferred or assigned by you. Leadtone, its Affiliates and the Issuer may assign their rights and obligations under these Terms without restriction, including to their respective Affiliates or successors in interest. Any attempted transfer or assignment by you shall be null and void.
17.7. Waiver. No waiver of any provision of these Terms shall be effective unless agreed in writing by all relevant parties. Delay or failure to enforce any provision shall not constitute a waiver of any right arising from any breach.
17.8. Severability. If any provision of these Terms is found to be invalid, illegal or unenforceable, such provision shall be changed and interpreted to accomplish its objectives to the greatest extent possible, and the remaining provisions shall continue in full force and effect.
17.9. Governing Law and Dispute Resolution. These Terms shall be governed by and interpreted in accordance with the laws of Hong Kong, without regard to any applicable conflict of law provisions. The parties shall negotiate in good faith to seek an amicable resolution to any Dispute. If unable to reach resolution within thirty (30) days from the date the aggrieved party notifies the other of the Dispute, it shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules then in force. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1), appointed by agreement between the parties. Arbitration proceedings shall be conducted in English. Awards rendered shall be final and binding upon the parties. Leadtone may apply to any court of competent jurisdiction for emergency injunctive or interim relief without this constituting a waiver of the right to arbitrate.