ABOUT KeyChain Pay APP and SERVICES

KeyChain Pay operates app and on-line services and platform to facilitate rent, licence fee and similar periodic payments payable for the use of real property in Hong Kong be paid by the paying party (generally a tenant) to his landlord.

The App and Services are efficient means for collecting rent, deposit, disbursement or similar payments to be made periodically over a period of time from the user (tenant) granted with that right to use real property or rights appertaining to real property in Hong Kong (including but without limitation to residential and non-residential units, co-living spaces, co-working spaces, car parking spaces, advertising boards and signs, business centre, serviced offices or business booth sharing).

The smooth and effective collection and payment of the rent will rely on the voluntary cooperation of the payer, and the operation and support of payment services provided and operated by third parties services providers.

KeyChain Pay will levy services charges (usually 2.9%) for such payment services. KeyChain Pay is only collecting the payments as agent for the relevant user (generally a landlord) and will pay to the landlord on a pay-when-paid basis with recourse.

KeyChain Pay also offers other free of charge Services to its Users for ease of analysis and recording rental payments. The terms and conditions for the use of KeyChain Pay App and Services are set out hereinbelow.

LANDLORDS

Your use of the Services offered by KeyChain FinTech Limited, a company incorporated in Hong Kong with registered address at 17/F, 80 Gloucester Road, Wan Chai, Hong Kong (“KeyChain Pay”, which expression shall include, where applicable, its partners, affiliates and associates) is subject to and governed by terms and conditions set out by KeyChain Pay and is a binding agreement between you and KeyChain Pay (“this Agreement”).

PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND KEYCHAIN PAY. IN ORDER TO USE THE SERVICES, YOU MUST READ, AGREE WITH AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IN ADDITION, YOU MUST READ IN CONJUNCTION AND AGREE WITH AND ACCEPT OUR

BY USING THE SERVICES, OR BY CLICKING THE “I ACCEPT” BUTTON, YOU: (1) AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL AMENDMENTS AND MODIFICATIONS KeyChain Pay MAY MAKE FROM TIME TO TIME; (2) REPRESENT AND WARRANT THAT, IF YOU ARE AN INDIVIDUAL, YOU HAVE THE CAPACITY TO CONTRACT, YOU ARE NOT AN UNDISCHARGED BANKRUPT OR, IF YOU ARE ACTING ON BEHLAF OF A THIRD PARTY (NATURAL PERSON(S), ENTITY OR PARTNERSHIP) (THE “PRINCIPAL”), THAT YOU HAVE POWER AND AUTHROITY TO BIND THE PRINCIPAL, AND IN CASE OF AN ENTITY ALSO THAT ENTITY IS A CORPORATION, OR OTHER LEGAL ENTITY DULY ESTABLISHED AND EXISTING IN GOOD STANDING; AND (3) REPRESENT AND WARRANT THAT THE USER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND PERFORM ACTS AS REQUIRED UNDER THIS AGREEMENT. IF YOU (AS USER) PERMIT OR ENABLE ANOTHER PARTY TO ACCESS AND OPERATE YOUR ACCOUNT, THE USER SHALL BE BOUND BY THE ACTS OF THAT THIRD PARTY. IF YOU ARE ACCESSING AND/OR OPERATING AN ACCOUNT ON BEHALF OF A USER YOU AGREE THAT THESE TERMS APPLY, MUTATIS MUTANDIS, TO YOUR ACTIVITIES ON BEHALF OF THE USER AND THAT YOU ARE DULY AUTHORISED BY THE USER TO ENTER INTO THIS AGREEMENT ON HIS BEHALF.

IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, REACT TO THE “SLIDE TO ACCEPT” BUTTON OR OTHERWISE INDICATE REFUSAL AND DO NOT USE THE SERVICES.

1.1 Definitions

When used in this Agreement, each of the following words and phrases shall have the meanings set out below:

(a) “User” means, in this part, the party using the App or Services as a Landlord;
(b) “User Profile” means a User’s account created and the data and record thereof for unique identification;
(c) “Agreement” means these Terms of Use, including related schedules, policies and other supplemental terms and agreements subject to which KeyChain Pay may make available the App and Services for the User and published at its website, as may be amended from time to time;
(d) “Business Day” means Monday through Friday, excluding public holidays and any day when banking services is suspended in Hong Kong;
(e) “Credit Card Payment” means and refers to the use of the Services in Hong Kong or other relevant jurisdictions to make a payment of rents or fees via credit card by tenants to their Landlords or such relevant third parties where applicable;
(f) “Direct Debit Payment” means and refers to the use of the Services in Hong Kong or other relevant jurisdiction to make a payment of rents or fees via cash, paper cheque or transfer via bank account of tenants to their Landlords or such relevant third parties where applicable;
(g) “Hong Kong” means the Special Administrative Region of Hong Kong of The People’s Republic of China;
(h) “Payer” means a party who has entered a tenancy agreement, lease, licence agreement or other similar agreement or arrangement for the grant of rights to use real property and/or rights appertaining to rela property with you (as landlord) and who has agreed to use this App and the Services. In this part, generally a tenant or your tenant;
(i) “Payment” means a Credit Card Payment or a Direct Debit Payment made by a tenant to his Landlord through this App or the Services;
(j) “Payment Amount” refers to the aggregate dollar value of a Payment exclusive of the Service Fee;
(k) “Service Fee” means the flat percentage fee charged by KeyChain Pay to you (the Payee) on a Credit Card Payment made to the User through the Service and/or such other promotional service fee that may be charged to you (Payee) for using the Services to make a Payment to you (as Landlord). The rate of the fees and charges for the Services are set out and published at the website of KeyChain Pay from time to time;
(l) “Services” shall include the internet Payment services offered through the App to facilitate the collection of certain payments by landlords, property owners and property managers including rent, condominium, and other property management fees;
(m) “Paying Bank” means the tenant’s credit card issuing bank or payment gateway - Stripe through which a payment is made for the Payer;
(n) “Users” means persons or entities using KeyChain Pay Services or App.
(o) ”App” means online application and/or the website provided or operated by KeyChain Pay or its associates located at www.keychainpay.com and all related webpages as well as any further app or any other media in an electronic form supplemental to or in lieu of the current App.

1.2 KeyChain Pay Services and/or App allow User to register oneself to make online payment services through credit cards, Apple Pay or Google Pay to KeyChain Pay for that User’s use or for other’s use of real property or rights appertaining to real property in Hong Kong. KeyChain Pay IS NOT LIABLE, IN ANY WAY, FOR YOUR FRAUDULENT OR WILFUL ACTION TO RECEIVE PAYMENTS FROM ANYONE IN ANY SITUATION WHERE YOU ARE NOT DEEMED LAWFUL.

1.3 This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong.

2. As a condition of your use of this App or Services, you agree, represent and warrant that:

2.1 Your use of this App or Services will at all times comply with this Agreement;

2.2 If you elect to create an account:

(a) You may create only one account for your personal use;
(b) You may only use this App or the Services to undertake genuine and lawful transactions; and
(c) You must safeguard your password and supervise the use of your account, and accept and agree that you are responsible for the use of your account by anyone you allow or suffer to access it with your password. Your Touch ID/Face ID may be required when you login this App in iPhone;

If you are not willing or are unable to comply, you could not use the App or the Service. KeyChain Pay has policy and measures to randomly check and inquire into the authenticity of the information provided by a User, and may suspend its access to and use of the App and Services if and when that User refuse to cooperate or KeyChain Pay has reasonable reservation or doubt to the authenticity of material information.

2.3 You represent that you have the right and capacity to provide all information you submit to KeyChain Pay, without infringing any right or privacy of others or in breach of any restrictions you are subject to, and that all such information is and will remain accurate, true, current and complete.

2.4 KeyChain Pay reserves the rights to refuse or suspend anyone or any User to use the App or the Service in its absolute discretion.

3. Receiving Payments

3.1 Role of KeyChain Pay and Responsibilities of User

KeyChain Pay provides hosting and data processing services for property owners, landlords themselves direct or through their authroised and appointed property managers. KeyChain Pay is only providing a service to facilitate transactions and do not offer or hold out itself as providing any property or estate agency services, banking services, remittance agent or payment systems as defined by the applicable laws or the law of Hong Kong. It is an intrinsic part of operating the Services and this App that KeyChain Pay is to collect, analyse and relay information generated in connection with payments between the Payer and you. You authorise KeyChain Pay to disclose such information to your own bank or other entities as may be designated by you in order for the Paying Bank to facilitate the transactions between you and the Payer. KeyChain Pay is ONLY collecting payments on your behalf from your tenant through the Paying Bank, and where applicable through or with the assistance of credit card or Apple Pay or Google Pay. KeyChain Pay make no assurance that your tenant will punctually or fully make the payments as and when due. KeyChain Pay will pay the balance (after deducting Service Fee) of payment actually received by KeyChain Pay to your designated account as soon as reasonably practicable in the circumstances, and usually within seven (7) to ten (10) calendar days after receipt in normal cases. All payments by KeyChain Pay to you are subject to recourse, should there be legitimate claim from other parties.

3.2 Service Fee

Upon receiving a Payment, KeyChain Pay will charge a non-refundable Service Fee (usually 2.9%) and the relevant amount will be deducted and appropriated by KeyChain Pay every time on or before making a Payment to you per the Services. Service Fee is payable in addition to (and immediately after) the Payment Amount, and will be deducted from or adjusted against Payment amounts before remittance. Service Fee is to be paid into such bank accounts as may be designated by Keychain Pay from time to time.

3.3 Taxes

It is your sole responsibility to ascertain what taxes may be charged or payable by you for the Payments KeyChain Pay collects or pays to you, and it is your sole responsibility to collect, report, file returns and remit the applicable tax to the relevant authority. KeyChain Pay is not responsible for inquiring and determining whether taxes are payable for your Payment transactions, or for collecting, reporting or remitting any taxes arising from your Payment transactions.

3.4 Credit Card Delays and Non-Completion

You acknowledge and accept that Credit Card Payment processing times depend on administrative factors and institutional backlogs which are beyond the control of KeyChain Pay. Credit Card Payments initiated by Payers may take at least seven (7) Calendar Days or such longer period as KeyChain Pay may notify you. Furthermore, completion of a Credit Card Payment is contingent on both the authorisation of the Credit Card Payment and acceptance of the Credit Card Payment. In the event that payment from a Credit Card you are expecting to receive is unable to be completed, KeyChain Pay will attempt to notify you two weeks in advance through this App or using the contact information in your User Profile. All cases of delay or non-completion and all claims and liabilities arising therefrom should be matters and affairs entirely between you and the Payer (and/or your tenant). Any penalties, late fees, and interest charges applied against a late Payment are solely the responsibility of the Payer.

KeyChain Pay MAKES NO WARRANTY OR GUARANTEE TO THE TIMELY PAYMENT OF ANY AMOUNTS AND ASSUME NO RESPONSIBILITY AND LIABILITY DUE OR OWING TO OR RESULTED FROM ANY DELAY THAT ARE OUTSIDE OF REASONABLE CONTROL OF KeyChain Pay OR WHICH ARISING OR RESULTED FROM THE DEFAULT, NEGLIGENCE OR ACT OR OMISSION OF THE PAYER OR OTHER PARTIES.

3.5 No Reversals

The services of KeyChain Pay is completed for a transaction upon a Payment has been deposited into your designated bank account, and you accept and agree that this App and Services provide no refund, cancellation or charge-back of a Payment or Service Fees or any part thereof.

3.6 Payment Limits

KeyChain Pay may, at its sole discretion, from time to time impose and adjust limits on the amount of each or aggregate Payment you may receive through this App or Services, which is reasonable in the opinion of KeyChain Pay having taken into account the amounts of rent payable.

3.7 Money in Transit

All the money collected from Payers in transit will be kept in dedicated client deposit bank account of KeyChain Pay with proper segregation from any other operation funds of KeyChain Pay in accordance with the rules and policy KeyChain Pay may deem reasonable appropriate and practicable and adopt from time to time. Additional measures and arrangements may be agreed and arranged at the request of a User, and on terms and conditions accepted by KeyChain Pay.

3.8 Insufficient Funds or Credit

KeyChain Pay IS NOT RESPONSIBLE FOR THE PAYMENT OF RENT OR FEES TO YOU BY A PAYER. KeyChain Pay ONLY FACILITATES THE PROCESSING OF SUCH PAYMENT. ANY FAILURE OR INABILITY ON THE PART OF A PAYER’S TO MAKE PAYMENT TO IS THE SOLE RESPONSIBILITY OF SUCH PAYER. KeyChain Pay SHALL NOT BE LIABLE, IN ANY WAY, FOR ANY FAILURE OR INABILITY OF A PAYER TO MAKE A PAYMENT TO YOU, INCLUDING BUT NOT LIMITED TO SITUATION WHERE A PAYER HAS INSUFFICIENT FUND OR CREDIT AVAILABLE TO MAKE A PAYMENT TO YOU AS A RESULT OF KeyChain Pay CHARGING ANY APPLICABLE SERVICE FEE FOR USE OF THE SERVICES.

3.9 Default and Fraudulent Transactions

KeyChain Pay may suspend or terminate a User’s account if KeyChain Pay reasonably suspect or believe, or is advised by any competent authority that any transaction or Payment of or relating to the User is a shame, or is fraudulent, illegal or for or facilitating unlawful or immoral ends and activities. KeyChain Pay shall also be at liberty to report the case and disclose all information and record related to the competent authorities.

3.10 Payments from Payers

You may only receive Payments from Payers who are authorised partners of KeyChain Pay and have agreed to Payer Terms of Use, available at www.KeyChainPay.com and its services providers (as applicable).

4. Receiving Payments

4.1 Receiving Payments

When a Payment is made to you using the Services, the Payment Amount will be transferred into bank account as designated by you and/or your agent, subject to the terms herein or any such other agreement that you may be required to enter into with KeyChain Pay.

5. Termination

5.1 By Notice

You shall give KeyChain Pay notice in advance to terminate the Payment arrangement when the relevant agreement between you and the Payer is to be terminated or early terminated. Notice shall be given through the App, and at least 1 calendar month in advance.

5.2 Termination by Payer

The Payment arrangement will also be terminated after the Payer has given notice to KeyChain Pay to terminate the Payment arrangement.

5.3 Email Notification

Where it is reasonable and practicable in the circumstances, KeyChain Pay will through email advise the User that a notice of termination has been received, and when the Payment arrangement will cease to operate.