PART D. SELF-CUSTODY WALLET AND SMART CONTRACT VAULT, AND VIRTUAL ACCOUNT
This Part D shall only apply if you are using a Self-custody Wallet and Smart Contract Vault, and/or Virtual Account (as applicable) in connection with the Services.
37. SELF-CUSTODY WALLET AND SMART CONTRACT VAULT
37.1 If you are using a Self-custody Wallet in connection with the Services, the Group will have no control over the Digital Assets in your Self-custody Wallet, save as otherwise provided under these Terms. You may from time to time designate Locked Tokens to be locked in the Smart Contract Vault for the purpose of securing payments for your future Card Transactions. You agree and authorise the Smart Contract to deduct Locked Tokens from your Smart Contract Vault for settlement of your Card Balances in accordance with these Terms.
37.2 If you are using a Self-custody Wallet in connection with the Services, including a RedotPay Card, upon successful completion of all applicable know your customer (KYC) checks and other applicable due diligence checks, you may from time to time designate Acceptable Tokens of such amount determined in your sole discretion in your Self-custody Wallet ("Locked Tokens") to be locked in the Smart Contract Vault by means of the Smart Contract. You agree and authorise the Smart Contract to, upon your purchase using any RedotPay Card or other transactions under the Services, deduct Locked Tokens from your Smart Contract Vault for settlement of the relevant purchase price or transaction considerations and all other associated fees and charges as may be determined and applied at the Group's sole discretion.
37.3 The Group has no control over the Digital Assets deposited in your Self-custody Wallet, save as otherwise provided under these Terms. You acknowledge and accept that the Group is not responsible for the security and management of your Self-custody Wallet and the Digital Assets therein.
37.4 The Smart Contract Vault does not provide any debit card function, is not supported by a bank account and does not in any way connect to or constitute a savings account or a checking account. No interest will be paid for Digital Assets locked in the Smart Contract Vault.
37.5 The Smart Contract Vault is not a deposit account and the Digital Assets locked therein are not qualified for protection by the Deposit Protection Scheme (as referred to in the Deposit Protection Scheme Ordinance (Cap. 581 of the Laws of Hong Kong) in Hong Kong).
37.6 If you are using a Self-custody Wallet in connection with the Services, including a RedotPay Card, you acknowledge that you are solely responsible for the management and security of your Digital Assets in the Self-custody Wallet; provided that Locked Tokens may be frozen, converted and deducted from your Smart Contract Vault by means of the Smart Contract for the purpose of settlement of your Card Balances or other transactions under the relevant Services in accordance with these Terms.
37.7 You acknowledge and/or warrant that:
(a) the Group has the sole discretion to modify or make necessary arrangements in relation to the Smart Contract or the Smart Contract Vault;
(b) the Group is not acting as a trustee, fiduciary or escrow agent with respect to the Locked Tokens;
(c) you authorise the Group to freeze, convert and deduct Locked Tokens from your Smart Contract Vault by means of the Smart Contract as may be required under these Terms; and
(d) all Digital Assets in your Smart Contract Vault are of legal origin and in compliance with all Applicable Law.
37.8 When you use the Services, including your RedotPay Card, in conjunction with the Smart Contract Vault, you agree to the following:
(a) Locking of Assets: You authorise Locked Tokens to be locked in the Smart Contract Vault from time to time to secure payments for your future Card Transactions or, where relevant, other Services provided by the Group. Once the Locked Tokens are locked in the Smart Contract Vault, they cannot be utilised for any other transactions or purposes.
(b) Automatic Execution: Upon the occurrence of a Card Transaction or other transactions under the Services, Locked Tokens with an amount equivalent to the Settlement Amount will be automatically frozen, and subsequently be deducted from your Smart Contract Vault by means of the Smart Contract for the settlement of the relevant Card Balances or other transactions under the Services, as further described in Clause 28 above (among other provisions under these Terms).
(c) Control: The Group has no control over, or access to, your Self-custody Wallet or the Digital Assets therein, save for such interaction with the Locked Tokens locked in the Smart Contract Vault by means of the Smart Contract and in accordance with these Terms.
(d) Understanding the Smart Contract: You represent and confirm that you fully understand the terms of the Smart Contract and how it operates. You acknowledge and accept that you are bound by the terms of the Smart Contract and you are solely responsible for the fees incurred in connection with the Smart Contract and the operations of the Smart Contract and the Smart Contract Vault.
37.9 The Group reserves the right to modify the terms of the Smart Contract to improve its functionality, to address security issues, to comply with Applicable Law or otherwise in its sole discretion. By continuing to use the Services, the RedotPay Card or otherwise interact with the Smart Contract Vault or the Smart Contract, you will be deemed to have accepted the modified terms of the Smart Contract.
37.10 Subject to the settlement by you of all outstanding Card Balances, transaction considerations associated with Services and associated fees and charges, you may request to terminate the control by the Smart Contract of any of your Locked Tokens at any time. Upon termination, the relevant Locked Tokens locked in the Smart Contract Vault will be released, subject to the deduction of any fees and charges imposed by the blockchain networks or otherwise for these purposes.
38. VIRTUAL ACCOUNT
38.1 The Group allows certain users to open a virtual account ("Virtual Account") under the main account opened by the Group with a Virtual Account Service Provider, allowing such users to deposit fiat monies into their Virtual Account for the purposes of transactions with the Group (including the other Services provided under Clause 3.1, such as the settlement of Card Balances, cash withdrawals from ATMs and the Swap Transactions).
38.2 The Group has opened a main account with the Virtual Account Service Provider ("RedotPay Main Account"), which in turn opened bank account(s) with certain financial institutions. The Group will, for certain users, provide Virtual Account Services for allowing such users to deposit fiat monies (i.e. Virtual Account Deposits) into their Virtual Account for the purposes of transactions with the Group (including the other Services provided under Clause 3.1, such as the settlement of Card Balances, cash withdrawals from ATMs and the Swap Transactions) as Virtual Account Balance. For the avoidance of doubt, a Virtual Account is a ledger of the relevant Virtual Account Deposit attributable to a certain user under the RedotPay Main Account, and all Virtual Account Deposit attributable to a Virtual Account of a user shall not be used for the purpose of any other Virtual Account and you acknowledge, understand and accept that you shall have no recourse to any assets under the RedotPay Main Account other than those attributable to your Virtual Account. The RedotPay Main Account is segregated from the Group's own proprietary accounts The RedotPay Main Account will include all Virtual Account Deposits of all relevant users of the Services, but:
(a) your Virtual Account will at all times be maintained in the account records of the Group; and
(b) your identity and your share of the Virtual Account Deposits in the RedotPay Main Account (as represented by your Virtual Account Balance) will be maintained in the records of the Group.
38.3 Your Virtual Account Deposits deposited in your Virtual Account as deposits paid to the Group, and accordingly the Virtual Account Service Provider. The Group has established a contractual relationship with the Virtual Account Service Provider to ensure the secure management of your Virtual Account Deposits. By using the Virtual Account, you confirm that you understand the inherent risks associated with using the Virtual Account, including but not limited to:
(a) system risks: risks related to the operation and security of the Virtual Account Service Provider’s systems and platforms;
(b) regulatory risks: risks associated with changing regulations and legal compliance of the Virtual Account Service Provider;
(c) security risks: risks related to the potential loss or theft of Virtual Account Deposits due to cyberattacks or breaches by the Virtual Account Service Provider; and
(d) operational risks: risks arising from operational failures, errors, or disruptions in the Virtual Account.
38.4 The Group has the right to give various instructions to the Virtual Account Service Provider for the purpose of settling your Card Balances or other transactions relating to the Services. Such instructions may include, but shall not be limited to, freezing, converting and transferring the Virtual Account Deposits in the Virtual Account as may be required for settlement purposes, as further described in these Terms. The Virtual Account Service Provider is obligated to act upon such instructions of the Group from time to time in accordance with the terms of their agreement.
38.5 The Group may select, evaluate, and if necessary, change the appointment of the Virtual Account Service Provider or add another Virtual Account Service Provider as a service provider from time to time at its sole discretion. Should the Group decide to make changes to the appointment of the Virtual Account Service Provider, you authorise the Group to transfer all or part the Virtual Account Deposits held in the Virtual Accounts to the new Virtual Account Service Provider for the purpose of continuing to use the Services, including the RedotPay Card.
38.6 The Virtual Account Service Provider is responsible for the security of your Virtual Accounts Deposits held in the Virtual Accounts. The Group and its affiliates are not liable to you or any other person in respect of any losses, damages or liabilities (including but not limited to tax liabilities) associated with your Virtual Accounts or any Virtual Accounts Deposits held therein or otherwise caused by or attributable to the actions or omissions of the Virtual Account Service Provider.
38.7 No interest will be paid to the users for Virtual Account Deposits maintained in the Virtual Account.
38.8 If you are using a Virtual Account in connection with the Services, including a RedotPay Card, you acknowledge that the Virtual Account Deposits in the Virtual Account will be managed by the Group, as outlined in these Terms, to ensure the proper functions of the Services, for security purposes and for compliance with Applicable Law.
38.9 The Virtual Account is not a deposit account and the Virtual Account Deposits (despite its name) held therein are not qualified for protection by the Deposit Protection Scheme (as referred to in the Deposit Protection Scheme Ordinance (Cap. 581 of the Laws of Hong Kong) in Hong Kong).
38.10 You acknowledge and/or warrant that:
(a) the Group has the sole discretion to modify or make necessary arrangements in relation to the Virtual Account, including but not limited to modifying the RedotPay Main Account arrangement;
(b) the Group is not acting as a trustee, fiduciary or escrow agent with respect to your Virtual Account Deposits;
(c) you authorise the Group to freeze, convert and transfer your Virtual Account Deposits on your behalf as may be required under these Terms;
(d) you are not a party to any agreement between the Group and the Virtual Account Service Provider, and you have no right to enjoy or enforce any benefit under such agreement; and
(e) all Virtual Account Deposits deposited by you into the Virtual Account are of legal origin and in compliance with all Applicable Law.
39. DEPOSIT TO YOUR SMART CONTRACT VAULT
39.1 To lock Digital Assets in your Smart Contract Vault, you must adhere to the instructions provided on the App, the Site or the Smart Contract (as applicable). The Smart Contract Vault only accepts Acceptable Tokens as valid forms of Digital Assets for deposits.
39.2 The Group has the right to conduct thorough KYC checks, KYT checks, AML/CTF checks and other due diligence checks on all assets and transactions associated with your Smart Contract Vault. You are required to provide accurate and complete information and documentation upon request to facilitate these checks.
39.3 If, at any point, the Group deems it necessary to freeze a portion, or all of, the Digital Assets locked in your Smart Contract Vault in accordance with these Terms, you will be restricted from accessing or transacting with the affected assets until the freeze is lifted.
39.4 You hereby represent and warrant that all Digital Assets deposited into your Smart Contract Vault are legally and beneficially owned by you, and are not subject to any liens, encumbrances or legal disputes. You also affirm that these assets are not derived from, nor connected with, any unlawful activities.
39.5 The Group may refuse to accept a deposit of Digital Assets to your Smart Contract Vault at its sole discretion, especially if there are concerns regarding the legality or authenticity of the assets, or if the KYC, KYT, or AML/CTF checks or the due diligence checks on the assets are not satisfactorily completed.
39.6 You acknowledge and accept that the Group is obligated to report any suspicious activities or transactions to the relevant authorities, and you agree to fully cooperate with the Group and the relevant authorities in any resulting investigations.
39.7 You are responsible for ensuring that you only lock Acceptable Tokens in the Smart Contract Vault. Any assets locked in the Smart Contract Vault that are not Acceptable Tokens may be irretrievably lost.
40. DEPOSITS TO YOUR VIRTUAL ACCOUNT
40.1 To deposit Virtual Account Deposits to your Virtual Account, you must adhere to the instructions provided on the App or the Site. The Virtual Account only accepts acceptable Virtual Account Deposits as valid forms of fiats for deposits.
40.2 Each of the Group and (if you are using a Virtual Account in connection with the Services including a RedotPay Card) the Virtual Account Service Provider has the right to conduct thorough KYC checks, KYT checks, AML/CTF checks and other due diligence checks on all Virtual Account Deposits and transactions associated with your Virtual Account. You are required to provide accurate and complete information and documentation upon request to facilitate these checks.
40.3 If, at any point, the Group deems it necessary to freeze a portion, or all of, the Virtual Account Deposits in your Virtual Account in accordance with these Terms, you will be restricted from accessing or transacting with the affected assets until the freeze is lifted.
40.4 You hereby represent and warrant that all Virtual Account Deposits used to top-up your Virtual Account are legally and beneficially owned by you, and are not subject to any liens, encumbrances or legal disputes. You also affirm that these assets are not derived from, nor connected with, any unlawful activities.
40.5 Each of the Group and the Virtual Account Service Provider may refuse to accept a top-up of Virtual Account Deposits to your Virtual Account at its sole discretion, especially if there are concerns regarding the legality or authenticity of the assets, or if the KYC, KYT or AML/CTF checks or the due diligence checks on the assets are not satisfactorily completed.
40.6 You acknowledge and accept that the Group and the Virtual Account Service Provider are obligated to report any suspicious activities or transactions to the relevant authorities, and you agree to fully cooperate with the Group, the Virtual Account Service Provider and the relevant authorities in any resulting investigations.
40.7 You are responsible for ensuring that you only send Virtual Account Deposits to the Virtual Account. Any assets sent to the Virtual Account that are not acceptable Virtual Account Deposits may be irretrievably lost.
41. RELEASE FROM YOUR SMART CONTRACT VAULT
41.1 You may from time to time release Digital Assets locked in your Smart Contract Vault to the extent they are not frozen or otherwise subject to any restriction on withdrawal or release in accordance with these Terms. You may also, from time to time, release Digital Assets locked in your Smart Contract Vault to the Custodian Account(s) or Smart Contract Vault of other users. Any such withdrawal, release or transfer shall be effected in accordance with such instructions and procedures as may be prescribed by these Terms or as may be set out on the App, the Site or the Smart Contract (as applicable).
41.2 You are responsible for ensuring the accuracy of the destination wallet address or relevant bank accounts or accounts with financial institutions. The Group shall not be liable to you or any other person in respect of any losses, damages or liabilities (including but not limited to tax liabilities) incurred as a result of any inaccurate or incompatible withdrawal addresses, bank accounts or accounts with financial institutions.
41.3 You will be responsible for any network fees or other charges applicable to any withdrawal, transfer or release of assets from your Smart Contract Vault. Such fees or charges may be deducted from your Account, Smart Contract Vault at the time of such withdrawal, transfer or release or may otherwise be charged to you separately.
41.4 The Group shall be entitled to decline any withdrawal, transfer or release request for any reason whatsoever, including without limitation, for compliance of Applicable Laws.
41.5 Withdrawals, transfers and releases from the Smart Contract Vault will be subject to such applicable withdrawal, transfer or release limits as may be set by the Group from time to time at their sole discretion.
42. [RESERVED]
43. WALLET BALANCE, SMART CONTRACT VAULT BALANCE AND SETTLEMENT OF CARD BALANCES AND OTHER TRANSACTIONS
43.1 Your Wallet Balance in the Custodian Account(s) or your Smart Contract Vault Balance in the Smart Contract Vault (as applicable) may be subject to minimum or maximum limits set by the Group or the Custodian, as detailed on the App or the Site. These limits may be adjusted at the sole discretion of the Group or the Custodian.
43.2 You authorise the Group to, following a Card Transaction or in relation to a transaction under any Services, deduct or otherwise use necessary assets from your Wallet Balance or Smart Contract Vault Balance (as applicable) and (where necessary) convert it into any stablecoins or fiat currencies at the discretion of the Group for any purposes relating to the provision of services by the Group, including settling the relevant Card Balances or other transactions in accordance with these Terms or for security deposits to satisfy the requirements of the BIN Sponsor. You also authorise the Group to deduct from your Custodian Account(s) or Smart Contract Vault (through the Smart Contract) such fees or expenses associated with any regulatory or risk management action taken by the Group at its sole discretion in compliance with Applicable Law or to safeguard your Digital Assets.
43.3 The Group expressly reserves the right to manage the assets in your Custodian Account(s) or the Locked Tokens in your Smart Contract Vault (as the case may be) for the purposes of the final settlement of any Card Balances or any transactions under any Services, which may include freezing the assets, converting them into any relevant stablecoin or fiat currency or imposing limits on the amounts that can be frozen or converted, to ensure compliance with these Terms and facilitate the settlement of your Card Balances or any transactions under any Services.
43.4 Deductions from your Wallet Balance or Smart Contract Vault Balance (as applicable) or conversions of your assets in your Custodian Account(s) or Smart Contract Vault (as applicable) into stablecoins or fiat currencies may incur fees, including but not limited to, transaction fees, third-party service fees and network fees, any potential foreign exchange variations, customary industry-type variances and other applicable charges.
43.5 The Group will provide notification through the App or the Site of any asset freeze or conversion action taken on your Account, including details of the amount of Digital Assets affected and the exchange rate applied.
43.6 You accept sole responsibility for any consequences arising from the freezing, deduction or conversion of your assets in your Custodian Account(s) or Smart Contract Vault (as applicable) by the Group or otherwise, and acknowledge that the Group will not be responsible for any losses, damages or liabilities (including but not limited to tax liabilities) incurred as a result of these actions.
44. VIRTUAL ACCOUNT BALANCE AND SETTLEMENT OF CARD BALANCES AND OTHER TRANSACTIONS
44.1 Your Virtual Account Balance in the Virtual Account may be subject to minimum or maximum limits set by the Group or the Virtual Account Service Provider, as detailed on the App or the Site. These limits may be adjusted at the sole discretion of the Group or the Virtual Account Service Provider.
44.2 You authorise the Group to, following a Card Transaction or in relation to a transaction under any Services, deduct or otherwise use necessary Virtual Account Deposits from your Virtual Account Balance and, if applicable, convert it into any stablecoins or Digital Assets, at the discretion of the Group for any purposes relating to the provision of services by the Group, including settling the relevant Card Balances or other transactions in accordance with these Terms or for security deposits to satisfy the requirements of the BIN Sponsor. You also authorise the Group to deduct from your Custodian Account(s) or Smart Contract Vault (through the Smart Contract) such fees or expenses associated with any regulatory or risk management action taken by the Group at its sole discretion in compliance with Applicable Law or to safeguard your Digital Assets.
44.3 The Group expressly reserves the right to manage the Virtual Account Deposits in your Virtual Account for the purposes of the final settlement of any Card Balances or any transactions under any Services, which may include freezing the assets, converting them into any relevant stablecoin or Digital Assets or imposing limits on the amounts that can be frozen or converted, to ensure compliance with these Terms and facilitate the settlement of your Card Balances or transactions under any Services.
44.4 Deductions from your Virtual Account Balance or conversions of your Virtual Account Deposits in your Virtual Account into stablecoins or Digital Assets may incur fees, including but not limited to, transaction fees, third-party service fees and network fees, any potential foreign exchange variations, customary industry-type variances and other applicable charges.
44.5 The Group will provide notification through the App or the Site of any asset freezing or conversion action taken on your Account, including details of the amount of Virtual Account Deposits affected and the exchange rate applied.
44.6 You accept sole responsibility for any consequences arising from the freeze, deduction or conversion of your Virtual Account Deposits in your Virtual Account by the Group or otherwise, and acknowledge that the Group will not be responsible for any losses, damages or liabilities (including but not limited to tax liabilities) incurred as a result of these actions.
