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, car parking spaces, advertising boards and signs, business centre, co-working spaces 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.

TENANTS

Your use of the Services offered by KeyChain FinTech Limited, a company incorporated in Hong Kong with registered office 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 BEHALF OF A THIRD PARTY (NATURAL PERSON(S), ENTITY, OR PARTNERSHIP) (THE “PRINCIPAL”), THAT YOU HAVE POWER AND AUTHORITY 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 A THIRD PARTY ACCESSING AN ACCOUNT ON BEHALF OF THE USER, YOU AGREE THAT THESE TERMS APPLY, MUTATIS MUTANDIS, TO YOUR ACTIVITIES ON BEHALF OF A 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 and Services as a tenant;
(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 this App and the Services for the User and published at its website, as may be amended from time to time;
(d) “Business Days” 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 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) “Merchant Account” means a merchant account established at the Paying Bank into which one or more Payments may be made;
(i) “Payer” means a party who has entered a tenancy agreement, lease or other similar agreement or arrangement for the grant of right to use real property and/or rights appertaining to real property and has agreed to use this App or the Services. In this part, generally refers to you, as tenant;
(j) “Payment” means a Credit Card Payment or a Direct Debit Payment made by you as tenant to your landlord through this App or the Services;
(k) “Payment Amount” refers to the aggregate dollar value of a Payment exclusive of the Service Fee;
(l) “Service Fee” means the flat percentage fee charged by KeyChain Pay to an User (as a Landlord) on a Credit Card Payment made by you through this App or the Service or such other promotional service fee that may be charged to you (the Payer) for using the Services to make a Payment to another User (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;
(m) “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;
(n) “Paying Bank” means the tenant’s credit card issuing bank or payment gateway through which payment will be made;
(o) “Users” means persons or entities using our Services or the App.
(p) ”App” means online application and/or the website provided or operated by KeyChain Pay or its associates located at www.ipaymy.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 Service and/or App allows Users to register oneself to make online payment services through credit cards, Apple Pay or Android Pay to KeyChain Pay for that User’s own 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 MAKE PAYMENTS TO 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.

If you are not willing or are unable to comply, you could not use this App or the Services.

2.3 You represent that you have the right and capacity to provide all information you submit to KeyChain Pay without infringing the rights 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 this App or the Services in its absolute discretion.

3. Settlement

3.1 Payment Processor

KeyChain Pay is only providing services to facilitate timely rental payments be made by you to your landlord. KeyChain Pay do not offer or hold ourselves out itself as providing any property or estate agency services, banking services, remittance agent or payment systems and we do not offer banking, money remittance or payment system services as defined by the applicable laws or the laws of Hong Kong. It is an intrinsic part of operating this App and the Services and that KeyChain Pay is to collect, analyse and relay information generated in connection with payments between the Payee and you. You authorise KeyChain Pay to disclose such information to your own bank or other relevant entities with a view to facilitate your payment be made timely. KeyChain Pay is ONLY collecting payments on behalf of your landlord through the Paying Bank, and where applicable through or with the assistance of credit card or Apple Pay or Android Pay. KeyChain Pay could only make the Payment Amount to the bank account designated by your landlord when and after through this App and the Services your Payment has been effected between the Paying Bank, and the respective banks of KeyChain Pay and the bank of your landlord. KeyChain Pay takes no part and has no role in the transaction between you and the Paying Bank, and settlement of funds between Paying Bank and you.

3.2 Settlement Date

Immediately after you make a Payment to KeyChain Pay using this App or the Services, KeyChain Pay will charge your card a non-refundable amount based on the rent agreed between you and your landlord. The transaction fee is payable by your landlord, and it will not be charged on your credit card or bank account. In case of Credit Card Payment, normally you will be only required to settle the rental payment when you are requested by your card issuing bank to do so according to the following settlement date per the agreement between you and your card issuing bank and as shown on your credit card statement.

3.3 Taxes

It is your sole responsibility to ascertain what taxes may be charged or payable by you, or otherwise should be withheld for the Payments you make to your landlord through KeyChain Pay, 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 the Payment you make from time to time, or for collecting, reporting or remitting any taxes arising from any of your Payment.

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. Your Credit Card Payments will be made immediately once you accept the Smart Contract or automatically beprocessed at least fourteen (14) Calendar Days in advance to the leasing effective date of each month stated in the App provided by your landlord. KeyChain Pay may notify and remind you to follow up and complete. Furthermore, completion of a Credit Card / Apple Pay / Android Pay Payment is contingent on both the authorisation of the Credit Card Payment and acceptance of the Credit Card. In the event that a Credit Card Payment is unable to be completed, KeyChain Pay will attempt to notify you as soon as reasonable practicable through this App or using the contact information in your User Profile. You are to bear the risk and liabilities of you to other parties of and arising from such delay or non-completion. In particular, your may thus have liability to your landlord for failed or belated Payment including penalties, late fees, interest charges or other claims, and you shall have no claim against KeyChain Pay for indemnity, reimbursements or any form of compensation.

3.5 No Reversals

The services of KeyChain Pay is completed for a transaction upon a Payment has been deposited into the bank account designated by your landlord, 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. You accept and agree in no event KeyChain Pay shall be answerable or responsible for any of your Payment made but which could be avoided or cancelled as between you and your landlord including all bank, transaction and service fees or charges thus arising.

3.6 Credit Card Security

Credit Card Payment requires the processing, transmission, or storage of credit card data, and will be handled, for security benefit and protection to you, through using Transport Layer Security (TLS) so that HTTPS may be made use of for complying with the Payment Card Industry Data Security Standards (PCI DSS). KeyChain Pay will NOT keep your full credit card number in our server but only (i) the authorised token in case of Apple Pay or Android Pay, or (ii)the card issuing bank and the last 4 digits of your credit card number in case of your scanned credit card. Full credit card information will be processed, checked and kept in the Payment Gateway with PCI Compliance.

3.7 Payment Limits

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

3.8 Insufficient Funds or Credit

NOTWITHSTANDING ANY OTHER PROVISION, KeyChain Pay IS NOT RESPONSIBLE FOR THE PAYMENT OF RENT OR FEES TO YOUR LANDLORD (OR ITS AGENT): YOU ARE SOLELY RESPONSIBLE FOR ANY FAILURE AND DELAY IN RELATION TO MAKING A THE PAYMENT PUNCTUALLY IN ACCORDNACE WITH YOUR AGREEMENT WITH YOUR LANDLORD. KeyChain Pay IS NOT LIABLE, IN ANY WAY, FOR YOUR FAILURE OR INABILITY TO MAKE PAYMENTS TO YOUR LANDLORD INCLUDING BUT NOT LIMITED TO, ANY SITUATION WHERE YOU HAVE INSUFFICIENT FUNDS OR CREDIT AVAILABLE TO MAKE A PAYMENT TO YOUR LANDLORD AS A RESULT OF KeyChain Pay CHARGING ANY APPLICABLE FEE FOR YOUR USE OF THIS APP OR 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.

4. Termination

4.1 By Notice

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

4.2 Termination by your landlord

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

4.3 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.